Exhibit 4.2
ALABAMA POWER COMPANY
TO
JPMORGAN CHASE BANK,
TRUSTEE
TWENTY-THIRD SUPPLEMENTAL INDENTURE
DATED AS OF APRIL 23, 2003
$195,000,000
SERIES W FLOATING RATE EXTENDIBLE SENIOR NOTES
i
TABLE OF CONTENTS 1
PAGE
ARTICLE 1 Series W Senior Notes..........................................2
SECTION 101. Establishment...............................................2
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SECTION 102. Definitions.................................................3
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SECTION 103. Payment of Principal and Interest..........................4
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SECTION 104. Determination of Interest Rate.............................6
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SECTION 105. Denominations...............................................7
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SECTION 106. Global Securities...........................................7
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SECTION 107. Transfer....................................................7
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SECTION 108. Redemption at the Company's Option..........................7
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ARTICLE 2 Miscellaneous Provisions.......................................8
SECTION 201. Recitals by Company.........................................8
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SECTION 202. Ratification and Incorporation of Original Indenture.........8
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SECTION 203. Executed in Counterparts....................................8
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1 This Table of Contents does not constitute part of the Indenture or have any
bearing upon the interpretation of any of its terms and provisions.
THIS TWENTY-THIRD SUPPLEMENTAL INDENTURE is made as of the
23rd day of April, 2003 by and between ALABAMA POWER COMPANY, an Alabama
corporation, 600 North 18th Street, Birmingham, Alabama 35291 (the "Company"),
and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), a New York
banking corporation, 4 New York Plaza, New York, New York 10004 (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company has heretofore entered into a Senior Note
Indenture, dated as of December 1, 1997 (the "Original Indenture"), with the
Trustee, as supplemented by a First Supplemental Indenture, dated as of December
12, 1997 (the "First Supplemental Indenture"), a Second Supplemental Indenture,
dated as of February 26, 1998 (the "Second Supplemental Indenture"), a Third
Supplemental Indenture, dated as of April 23, 1998 (the "Third Supplemental
Indenture"), a Fourth Supplemental Indenture, dated as of August 19, 1998 (the
"Fourth Supplemental Indenture"), a Fifth Supplemental Indenture, dated as of
September 17, 1998 (the "Fifth Supplemental Indenture"), a Sixth Supplemental
Indenture, dated as of September 24, 1998 (the "Sixth Supplemental Indenture"),
a Seventh Supplemental Indenture, dated as of October 15, 1998 (the "Seventh
Supplemental Indenture"), an Eighth Supplemental Indenture, dated as of November
3, 1998 (the "Eighth Supplemental Indenture"), a Ninth Supplemental Indenture,
dated as of November 17, 1998 (the "Ninth Supplemental Indenture"), a Tenth
Supplemental Indenture, dated as of May 26, 1999 (the "Tenth Supplemental
Indenture"), an Eleventh Supplemental Indenture, dated as of August 19, 1999
("the Eleventh Supplemental Indenture"), a Twelfth Supplemental Indenture, dated
as of September 30, 1999 (the "Twelfth Supplemental Indenture"), a Thirteenth
Supplemental Indenture, dated as of May 18, 2000 (the "Thirteenth Supplemental
Indenture"), a Fourteenth Supplemental Indenture, dated as of August 29, 2001, a
Fifteenth Supplemental Indenture, dated as of August 29, 2001 (the "Fifteenth
Supplemental Indenture"), a Sixteenth Supplemental Indenture, dated as of June
28, 2002 (the "Sixteenth Supplemental Indenture"), a Seventeenth Supplemental
Indenture, dated as of October 22, 2002 (the "Seventeenth Supplemental
Indenture"), an Eighteenth Supplemental Indenture, dated as of November 26, 2002
(the "Eighteenth Supplemental Indenture"), a Nineteenth Supplemental Indenture,
dated as of December 12, 2002 (the "Nineteenth Supplemental Indenture"), a
Twentieth Supplemental Indenture, dated as of February 19, 2003 (the "Twentieth
Supplemental Indenture"), a Twenty-First Supplemental Indenture, dated as of
February 19, 2003 (the "Twenty-First Supplemental Indenture") and a
Twenty-Second Supplemental Indenture, dated as of March 14, 2003;
WHEREAS, the Original Indenture is incorporated herein by this
reference and the Original Indenture, as heretofore supplemented and as further
supplemented by this Twenty-Third Supplemental Indenture, is herein called the
"Indenture";
WHEREAS, under the Original Indenture, a new series of Senior
Notes may at any time be established pursuant to a supplemental indenture
executed by the Company and the Trustee;
WHEREAS, the Company proposes to create under the Indenture a
new series of Senior
Notes;
WHEREAS, additional Senior Notes of other series hereafter
established, except as may be limited in the Original Indenture as at the time
supplemented and modified, may be issued from time to time pursuant to the
Indenture as at the time supplemented and modified; and
WHEREAS, all conditions necessary to authorize the execution
and delivery of this Twenty-Third Supplemental Indenture and to make it a valid
and binding obligation of the Company have been done or performed.
NOW, THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE 1Series W Senior Notes
SECTION 101. Establishment. There is hereby established a new series of
Senior Notes to be issued under the Indenture, to be designated as the Company's
Series W Floating Rate Extendible Senior Notes (the "Series W Notes").
There are to be authenticated and delivered $195,000,000 principal
amount of Series W Notes, and such principal amount of the Series W Notes may be
increased from time to time pursuant to Section 301 of the Original Indenture.
All Series W Notes need not be issued at the same time and such series may be
reopened at any time, without the consent of any Holder, for issuances of
additional Series W Notes. Any such additional Series W Notes will have the same
interest rate, maturity and other terms as those initially issued. No Series W
Notes shall be authenticated and delivered in excess of the principal amount as
so increased except as provided by Sections 203, 303, 304 and 907 of the
Original Indenture. The Series W Notes shall be issued in definitive fully
registered form.
The Series W Notes shall be issued in the form of one or more Global
Securities in substantially the form set out in Exhibit A hereto (an "Extendible
Note") or, in the case of a Short-Term Note, substantially in the form set out
in Exhibit B hereto. The Depositary with respect to the Series W Notes shall be
The Depository Trust Company.
The form of the Trustee's Certificate of Authentication for the Series
W Notes shall be in substantially the form set forth in Exhibit C hereto.
Each Series W Note shall be dated the date of authentication thereof
and shall bear interest from the date of original issuance thereof or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for.
SECTION 102. Definitions. The following defined terms used herein
shall, unless the context otherwise requires, have the meanings specified below.
Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Original Indenture.
"Applicable Spread" means: 0.20% from the Original Issue Date to but
excluding the Extension Date; 0.05% from the Extension Date to but excluding the
Initial Maturity Date on the Series W Notes (or portion thereof) which maturity
has not been extended as provided in Section 103 hereof; and 0.25% from the
Extension Date to but excluding the Final Maturity Date on the Series W Notes
(or portion thereof) which maturity has been extended as provided in Section 103
hereof.
"Calculation Agent" means JPMorgan Chase Bank, or its successor
appointed by the Company, acting as calculation agent.
"Extension Date" means April 23, 2005.
"Final Maturity Date" means April 23, 2007.
"Initial Maturity Date" means April 23, 2006.
"Interest Determination Date" means the second London Business Day
immediately preceding the first day of the relevant Interest Period.
"Interest Payment Dates" means January 23, April 23, July 23 and
October 23, commencing July 23, 2003; provided, however, in the event that any
Interest Payment Date would otherwise be a day that is not a Business Day, the
Interest Payment Date will be the next succeeding Business Day (except that if
any such Interest Payment Date falls on a day that is the Stated Maturity of a
Series W Note there shall be no interest or other payment in respect of such
delay), except that if such Business Day is in the next calendar month, such
Interest Payment Date shall be the immediately preceding Business Day, in each
case with the same force and effect as if made on the date the payment was
originally payable.
"Interest Period" means the period commencing on an Interest Payment
Date (or, with respect to the initial Interest Period only, commencing on the
Original Issue Date) and ending on the day before the next succeeding Interest
Payment Date.
"LIBOR" for any Interest Determination Date will be the Reported Rate
for deposits in U. S. dollars having an index maturity of three months for a
period commencing on the second London Business Day immediately following the
Interest Determination Date in amounts of not less than $1,000,000, at
approximately 11:00 a.m., London time, on the Interest Determination Date.
"London Business Day" means a day that is a Business Day and a day on
which dealings in deposits in U. S. dollars are transacted, or with respect to
any future date are expected to be transacted, in the London interbank market.
"Notice Period" means the period beginning on the thirty-fifth calendar
day prior to the Extension Date and ending on the fifth calendar day prior to
the Extension Date.
"Original Issue Date" means April 23, 2003.
"Rate Quotation" is defined in Section 104 hereof.
"Regular Record Date" means, with respect to each Interest Payment
Date, the close of business on the 15th calendar day preceding such Interest
Payment Date.
"Reported Rate" means the rate that appears on Telerate Page 3750 or a
successor reporter of such rates selected by the Calculation Agent and
acceptable to the Company.
"Representative Amounts" is defined in Section 104 hereof.
"Short-Term Note" is defined in Section 103 hereof.
"Stated Maturity" means the Initial Maturity Date; provided, however,
that the Stated Maturity will be the Final Maturity Date for any portion of the
principal amount of the Series W Notes for which an election to extend the
maturity is made as of the Extension Date.
"Telerate Page 3750" means the display designated on page 3750 on
Moneyline Telerate, Inc. (or such other page as may replace the 3750 page on
that service or such other service as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for U.
S. dollar deposits).
SECTION 103. Payment of Principal and Interest. Except as provided in
the next succeeding sentence, the principal of the Series W Notes shall be due
at the Initial Maturity Date. The maturity of all or any portion of the
principal amount of the Series W Notes may be extended in accordance with the
procedures set forth below. If the maturity is extended, the principal of such
Series W Notes for which the maturity has been extended shall be due at the
Final Maturity Date. If the Initial Maturity Date or the Final Maturity Date is
not a Business Day, the Initial Maturity Date or the Final Maturity Date, as the
case may be, will be the next succeeding Business Day (and without any interest
or other payment in respect of such delay), except that if such Business Day is
in the next calendar month, such Initial Maturity Date or Final Maturity Date,
as the case may be, shall be the immediately preceding Business Day, in each
case with the same force and effect as if made on such date.
A Holder of an Extendible Note may elect to extend the maturity of all
or any portion of the principal amount of its Extendible Note to the Final
Maturity Date with such extension being effective on the Extension Date.
To extend the maturity of an Extendible Note, a Holder must deliver a
notice of election during the Notice Period to the Trustee, such notice to be
substantially in the form entitled "Notice of Election to Extend Maturity"
attached to Exhibit A hereto, duly completed, and in the event of an election to
extend the maturity of only a portion of the principal amount of such Holder's
Extendible Note, such Extendible Note. Upon delivery to the Trustee of a notice
of election to extend the maturity of such Holder's Extendible Note or any
portion thereof, that election will be irrevocable. A Holder may elect to extend
the maturity of its Series W Notes having a principal of $1,000 or any multiple
of $1,000 in excess thereof.
The principal amount of an Extendible Note for which no election to
extend the maturity has been made on the Extension Date will be represented by a
note issued as of the Extension Date, substantially in the form of Exhibit B
hereto (a "Short-Term Note") and Schedule A to such Extendible Note shall be
annotated as of the Extension Date to reflect the corresponding decrease in the
principal amount thereof. A Short-Term Note will have the same terms as an
Extendible Note, except that it will not be extendible, will have a different
interest rate (in accordance with the definition of "Applicable Spread" set
forth in Section 102 hereof), will have a separate CUSIP number and its maturity
date will be the Initial Maturity Date. The Company and the Trustee shall deem
an Extendible Note canceled as to any portion of the principal amount thereof
for which a duly completed form entitled "Notice of Election to Extend Maturity"
and, if applicable, such Extendible Note, are not delivered to the Trustee
within the Notice Period, except with respect to the entitlement to any interest
thereon that is in arrears as of the Extension Date.
The failure to elect to extend the maturity of any portion of the
Series W Notes will be irrevocable and will be binding upon any subsequent
Holder of such Series W Notes.
The unpaid principal amount of the Series W Notes shall bear interest
at the rates set quarterly pursuant to Section 104 hereof until paid or duly
provided for. Interest shall be paid quarterly in arrears on each Interest
Payment Date to the Person in whose name the Series W Notes are registered on
the Regular Record Date for such Interest Payment Date, provided that interest
payable at the Stated Maturity of principal as provided herein will be paid to
the Person to whom principal is payable. Any such interest that is not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holders on such Regular Record Date and may either be paid to the Person or
Persons in whose name the Series W Notes are registered at the close of business
on a Special Record Date for the payment of such defaulted interest to be fixed
by the Trustee, notice whereof shall be given to Holders of the Series W Notes
not less than ten (10) days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange, if any, on which the Series W Notes shall be listed, and
upon such notice as may be required by any such exchange, all as more fully
provided in the Original Indenture.
Payments of interest on the Series W Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series W Notes shall be computed and paid on the basis of the
actual number of days elapsed over a 360-day year.
Payment of the principal and interest due at the Stated Maturity of the
Series W Notes shall be made upon surrender of the Series W Notes at the
Corporate Trust Office of the Trustee. The principal of and interest on the
Series W Notes shall be paid in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payments of interest (including interest on any Interest Payment
Date) will be made, subject to such surrender where applicable, at the option of
the Company, (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register or (ii) by wire transfer
or other electronic transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee
at least sixteen (16) days prior to the date for payment by the Person entitled
thereto.
SECTION 104. Determination of Interest Rate. The Series W Notes will
bear interest for each Interest Period at a per annum rate determined by the
Calculation Agent, subject to the maximum interest rate permitted by New York or
other applicable state law, as such law may be modified by United States law of
general application. The interest rate applicable during each Interest Period
will be equal to LIBOR on the Interest Determination Date for such Interest
Period plus the Applicable Spread; provided, however, that in certain
circumstances described below, the interest rate will be determined without
reference to LIBOR.
Promptly upon such determination, the Calculation Agent will notify the
Company and the Trustee, if the Trustee is not then serving as the Calculation
Agent, of the interest rate for the new Interest Period. The interest rate
determined by the Calculation Agent, absent manifest error, shall be binding and
conclusive upon the beneficial owners and Holders of the Series W Notes, the
Company and the Trustee.
If the following circumstances exist on any Interest Determination
Date, the Calculation Agent shall determine the interest rate for the Series W
Notes as follows:
(1) In the event no Reported Rate appears on Telerate Page
3750 as of approximately 11:00 a.m., London time, on an Interest
Determination Date, the Calculation Agent shall request the principal
London offices of each of four major banks in the London interbank
market selected by the Calculation Agent (after consultation with the
Company) to provide a quotation of the rate (the "Rate Quotation") at
which three month deposits in amounts of not less than $1,000,000 are
offered by it to prime banks in the London interbank market, as of
approximately 11:00 a.m., London time, on such Interest Determination
Date, that is representative of single transactions at such time (the
"Representative Amounts"). If at least two Rate Quotations are
provided, the interest rate will be the arithmetic mean of the Rate
Quotations obtained by the Calculation Agent, plus the Applicable
Spread.
(2) In the event no Reported Rate appears on Telerate Page
3750 as of approximately 11:00 a.m., London time, on an Interest
Determination Date and there are fewer than two Rate Quotations, the
interest rate will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., New York City time, on such Interest
Determination Date, by three major banks in New York City selected by
the Calculation Agent (after consultation with the Company), for loans
in Representative Amounts in U. S. dollars to leading European banks,
having an index maturity of three months for a period commencing on the
second London Business Day immediately following such Interest
Determination Date, plus the Applicable Spread; provided, however, that
if fewer than three banks selected by the Calculation Agent are quoting
such rates, the interest rate for the applicable Interest Period will
be the same as the interest rate in effect for the immediately
preceding Interest Period.
Upon the request of a Holder of the Series W Notes, the Calculation
Agent will provide to such Holder the interest rate in effect on the date of
such request and, if determined, the interest rate for the next Interest Period.
SECTION 105. Denominations. The Series W Notes may be issued in the
denominations of $1,000, or any integral multiple thereof.
SECTION 106. Global Securities. The Series W Notes will be issued in
the form of one or more Global Securities registered in the name of the
Depositary (which shall be The Depository Trust Company) or its nominee. Except
under the limited circumstances described below, Series W Notes represented by
the Global Security will not be exchangeable for, and will not otherwise be
issuable as, Series W Notes in definitive form. The Global Securities described
above may not be transferred except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or to a successor Depositary or its nominee.
Owners of beneficial interests in such a Global Security will not be
considered the Holders thereof for any purpose under the Indenture, and no
Global Security representing a Series W Note shall be exchangeable, except for
another Global Security of like denomination and tenor to be registered in the
name of the Depositary or its nominee or to a successor Depositary or its
nominee. The rights of Holders of such Global Security shall be exercised only
through the Depositary.
A Global Security shall be exchangeable for Series W Notes registered
in the names of persons other than the Depositary or its nominee only if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as a
Depositary for such Global Security and no successor Depositary shall have been
appointed by the Company, or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, at a time when the Depositary is required to be so registered to act as
such Depositary and no successor Depositary shall have been appointed by the
Company, in each case within 90 days after the Company receives such notice or
becomes aware of such cessation, (ii) the Company in its sole discretion
determines that such Global Security shall be so exchangeable, or (iii) there
shall have occurred an Event of Default with respect to the Series W Notes. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Series W Notes registered in such names as the Depositary shall
direct.
SECTION 107. Transfer. No service charge will be made for any transfer
or exchange of Series W Notes, but payment will be required of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
SECTION 108. Redemption at the Company's Option. The Series W Notes
will not be redeemable at the option of the Company prior to the Stated
Maturity.
The Series W Notes will not have a sinking fund.
ARTICLE 2Miscellaneous Provisions
SECTION 201. Recitals by Company. The recitals in this Twenty-Third
Supplemental Indenture are made by the Company only and not by the Trustee, and
all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect of Series W Notes and of this Twenty-Third Supplemental
Indenture as fully and with like effect as if set forth herein in full.
SECTION 202. Ratification and Incorporation of Original Indenture. As
heretofore supplemented and as supplemented hereby, the Original Indenture is in
all respects ratified and confirmed, and the Original Indenture, the First
Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh
Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth
Supplemental Indenture, the Tenth Supplemental Indenture, the Eleventh
Supplemental Indenture, the Twelfth Supplemental Indenture, the Thirteenth
Supplemental Indenture, the Fourteenth Supplemental Indenture, the Fifteenth
Supplemental Indenture, the Sixteenth Supplemental Indenture, the Seventeenth
Supplemental Indenture, the Eighteenth Supplemental Indenture, the Nineteenth
Supplemental Indenture, the Twentieth Supplemental Indenture, the Twenty-First
Supplemental Indenture, the Twenty-Second Supplemental Indenture and this
Twenty-Third Supplemental Indenture shall be read, taken and construed as one
and the same instrument.
SECTION 203. Executed in Counterparts. This Twenty-Third Supplemental
Indenture may be simultaneously executed in several counterparts, each of which
shall be deemed to be an original, and such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, each party hereto has caused this
instrument to be signed in its name and behalf by its duly authorized officers,
all as of the day and year first above written.
ATTEST: ALABAMA POWER COMPANY
By: By:
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Assistant Secretary William B. Hutchins, III
Executive Vice President,
Chief Financial Officer and
Treasurer
ATTEST: JPMORGAN CHASE BANK, as Trustee
By: By:
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Trust Officer Vice President
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EXHIBIT A
FORM OF EXTENDIBLE SERIES W NOTE
NO. __ CUSIP NO.
ALABAMA POWER COMPANY
SERIES W FLOATING RATE EXTENDIBLE SENIOR NOTE
Principal Amount: $_____________ (or such other amount as is
indicated on Schedule A)
Regular Record Date: 15th calendar day prior to Interest Payment Date
Original Issue Date: April 23, 2003
Stated Maturity: April 23, 2006, provided, however, that the
Stated Maturity will be
April 23, 2007 for any portion of the principal
amount of this Note
for which an election to extend the maturity
date is made
Interest Payment Dates: January 23, April 23, July 23 and October 23
Interest Rate: LIBOR plus the Applicable Spread per annum,
Determination Date as set on each Interest
Interest Determination Dates 2nd London Business Day immediately preceding
the first day of the
relevant Interest Period
Authorized Denomination: $1,000 or any integral multiple thereof
Alabama Power Company, an Alabama corporation (the "Company", which
term includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
_______________________________________________, or registered assigns, the
principal sum of _________ DOLLARS ($__________) on the Stated Maturity shown
above, and to pay interest thereon from the Original Issue Date shown above, or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, quarterly in arrears on each Interest Payment Date as
specified above, commencing on July 23, 2003, and on the Stated Maturity at the
rate per annum shown above until the principal hereof is paid or made available
for payment and on any overdue principal and on any overdue installment of
interest. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date (other than an Interest Payment Date that is the
Stated Maturity) will, as provided in such Indenture, be paid to the Person in
whose name this Note (the "Note") is registered at the close of business on the
Regular Record Date as specified above next preceding such Interest Payment
Date, provided that any interest payable at the Stated Maturity will be paid to
the Person to whom principal is payable. Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Note is registered at the close
of business on a Special Record Date for the payment of such defaulted interest
to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of
this series not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange, if any, on which the Notes of this series shall be
listed, and upon such notice as may be required by any such exchange, all as
more fully provided in the Indenture.
Except as provided in the next succeeding sentence, the Stated Maturity
will be the Initial Maturity Date. A Holder of the Series W Notes (as defined on
the reverse hereof) may elect to extend the maturity of all or any portion of
the principal amount of its Series W Notes to the Final Maturity Date with such
extension being effective on the Extension Date. The Stated Maturity for the
principal amount of the Series W Notes for which the maturity is extended will
be the Final Maturity Date. If the Initial Maturity Date or the Final Maturity
Date is not a Business Day, the Initial Maturity Date or the Final Maturity
Date, as the case may be, will be the next succeeding Business Day (and without
any interest or other payment in respect of such delay), except that if such
Business Day is in the next calendar month, such Initial Maturity Date or Final
Maturity Date, as the case may be, shall be the immediately preceding Business
Day, in each case with the same force and effect as if made on such date.
To extend the maturity of this Note, a Holder must deliver a notice of
election during the Notice Period to the Trustee, such notice to be
substantially in the form entitled "Notice of Election to Extend Maturity"
attached hereto, duly completed, and in the event of an election to extend the
maturity of only a portion of the principal amount of this Note, this Note. Upon
delivery to the Trustee of a notice of election to extend the maturity of this
Note or any portion thereof, that election will be irrevocable. A Holder may
elect to extend the maturity of its Series W Notes having a principal of $1,000
or any multiple of $1,000 in excess thereof.
The principal amount of this Note for which no election to extend has
been made on the Extension Date will be represented by a note issued as of the
Extension Date, substantially in the form of Exhibit B to the Twenty-Third
Supplemental Indenture to the Indenture referred to on the reverse hereof (a
"Short-Term Note") and Schedule A hereto shall be annotated as of the Extension
Date to reflect the corresponding decrease in the principal amount hereof. The
Short-Term Note will have the same terms as this Note, except that it will not
be extendible, will have a different interest rate (in accordance with the
definition of "Applicable Spread" set forth below, will have a separate CUSIP
number and its Stated Maturity will be the Initial Maturity Date . The Company
and the Trustee shall deem this Note canceled as to any portion of the principal
amount hereof for which a duly completed form "Notice of Election to Extend
Maturity" set forth below and, if applicable, this Note, are not delivered to
the Trustee within the Notice Period, except with respect to the entitlement to
any interest thereon that is in arrears as of the Extension Date.
The failure to elect to extend the maturity of any portion of the
Series W Notes will be irrevocable and will be binding upon any subsequent
Holder of such Series W Notes.
The Series W Notes will bear interest for each Interest Period at a per
annum rate determined by the Calculation Agent, subject to the maximum interest
rate permitted by New York or other applicable state law, as such law may be
modified by United States law of general application. The interest rate
applicable during each Interest Period will be equal to LIBOR on the Interest
Determination Date for such Interest Period plus the Applicable Spread;
provided, however, that in certain circumstances described below, the interest
rate will be determined without reference to LIBOR. Promptly upon such
determination, the Calculation Agent will notify the Company and the Trustee, if
the Trustee is not then serving as the Calculation Agent, of the interest rate
for the new Interest Period. The interest rate determined by the Calculation
Agent, absent manifest error, shall be binding and conclusive upon the
beneficial owners and Holders of the Series W Notes, the Company and the
Trustee.
If the following circumstances exist on any Interest Determination
Date, the Calculation Agent shall determine the interest rate for the Series W
Notes as follows:
(1) In the event no Reported Rate appears on Telerate Page
3750 as of approximately 11:00 a.m., London time, on an Interest
Determination Date, the Calculation Agent shall request the principal
London offices of each of four major banks in the London interbank
market selected by the Calculation Agent (after consultation with the
Company) to provide a quotation of the rate (the "Rate Quotation") at
which three month deposits in amounts of not less than $1,000,000 are
offered by it to prime banks in the London interbank market, as of
approximately 11:00 a.m., London time, on such Interest Determination
Date, that is representative of single transactions at such time (the
"Representative Amounts"). If at least two Rate Quotations are
provided, the interest rate will be the arithmetic mean of the Rate
Quotations obtained by the Calculation Agent, plus the Applicable
Spread.
(2) In the event no Reported Rate appears on Telerate Page
3750 as of approximately 11:00 a.m., London time, on an Interest
Determination Date and there are fewer than two Rate Quotations, the
interest rate will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., New York City time, on such Interest
Determination Date, by three major banks in New York City selected by
the Calculation Agent (after consultation with the Company), for loans
in Representative Amounts in U. S. dollars to leading European banks,
having an index maturity of three months for a period commencing on the
second London Business Day immediately following such Interest
Determination Date, plus the Applicable Spread; provided, however, that
if fewer than three banks selected by the Calculation Agent are quoting
such rates, the interest rate for the applicable Interest Period will
be the same as the interest rate in effect for the immediately
preceding Interest Period.
"Applicable Spread" means: 0.20% from the Original Issue Date to but
excluding the Extension Date; 0.05% from the Extension Date to but excluding the
Initial Maturity Date on the Series W Notes (or portion thereof) which maturity
has not been extended as provided herein; and 0.25% from the Extension Date to
but excluding the Final Maturity Date on the Series W Notes (or portion thereof)
which maturity has been extended as provided herein.
"Calculation Agent" means JPMorgan Chase Bank, or its successor
appointed by the Company, acting as calculation agent.
"Extension Date" means April 23, 2005.
"Final Maturity Date" means April 23, 2007.
"Initial Maturity Date" means April 23, 2006.
"Interest Determination Date" means the second London Business Day
immediately preceding the first day of the relevant Interest Period.
"Interest Period" means the period commencing on an Interest Payment
Date (or, with respect to the initial Interest Period only, commencing on the
Original Issue Date) and ending on the day before the next succeeding Interest
Payment Date.
"LIBOR" for any Interest Determination Date will be the Reported Rate
for deposits in U. S. dollars having an index maturity of three months for a
period commencing on the second London Business Day immediately following the
Interest Determination Date in amounts of not less than $1,000,000, at
approximately 11:00 a.m., London time, on the Interest Determination Date.
"London Business Day" means a day that is a Business Day and a day on
which dealings in deposits in U. S. dollars are transacted, or with respect to
any future date are expected to be transacted, in the London interbank market.
"Notice Period" means the period beginning on the thirty-fifth calendar
day prior to the Extension Date and ending on the fifth calendar day prior to
the Extension Date.
"Reported Rate" means the rate that appears on Telerate Page 3750 or a
successor reporter of such rates selected by the Calculation Agent and
acceptable to the Company.
"Telerate Page 3750" means the display designated on page 3750 on
Moneyline Telerate, Inc. (or such other page as may replace the 3750 page on
that service or such other service as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for U.
S. dollar deposits).
Payments of interest on this Note will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this Note
shall be computed and paid on the basis of the actual number of days elapsed
over a 360-day year. In the event that any Interest Payment Date would otherwise
be a day that is not a Business Day, the Interest Payment Date will be the next
succeeding Business Day (except that if any such Interest Payment Date falls on
a day that is the Stated Maturity of a Series W Note there shall be no interest
or other payment in respect of such delay), except that if such Business Day is
in the next calendar month, such Interest Payment Date shall be the immediately
preceding Business Day, in each case with the same force and effect as if made
on the date the payment was originally payable. A "Business Day" shall mean any
day other than a Saturday or a Sunday or a day on which banking institutions in
New York City are authorized or required by law or executive order to remain
closed or a day on which the Corporate Trust Office of the Trustee is closed for
business.
Payment of the principal of and interest due at the Stated Maturity of
the Series W Notes shall be made upon surrender of the Series W Notes at the
Corporate Trust Office of the Trustee. The principal of and interest on the
Series W Notes shall be paid in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payment of interest (including interest on an Interest Payment
Date) will be made, subject to such surrender where applicable, at the option of
the Company, (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register or (ii) by wire transfer
or other electronic transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee
at least 16 days prior to the date for payment by the Person entitled thereto.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
ALABAMA POWER COMPANY
By:
-----------------------------------------
Vice President
- --------------------------
Attest:
Assistant Secretary
{Seal of ALABAMA POWER COMPANY appears here}
CERTIFICATE OF AUTHENTICATION
This is one of the Senior Notes referred to in the within-mentioned
Indenture.
JPMORGAN CHASE BANK,
as Trustee
By:
Authorized Officer
- --------------------------
(Reverse Side of Note)
This Note is one of a duly authorized issue of Senior Notes of the
Company (the "Notes"), issued and issuable in one or more series under a Senior
Note Indenture, dated as of December 1, 1997, as supplemented (the "Indenture"),
between the Company and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), Trustee (the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture and all indentures incidental
thereto reference is hereby made for a statement of the respective rights,
limitation of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes issued thereunder and of the terms upon
which said Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof as Series W Floating Rate
Extendible Senior Notes (the "Series W Notes") which is unlimited in aggregate
principal amount. Capitalized terms used herein for which no definition is
provided herein shall have the meanings set forth in the Indenture.
The Series W Notes will not be redeemable at the option of the Company
prior to the Stated Maturity.
The Series W Notes will not have a sinking fund.
If an Event of Default with respect to the Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in principal amount of the Notes at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Notes of each series at the time Outstanding, on behalf of the Holders of
all Notes of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company for such purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar and duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series, of
authorized denominations and of like tenor and for the same aggregate principal
amount, will be issued to the designated transferee or transferees. No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Notes of this series are exchangeable for a like aggregate principal amount of
Notes of this series of a different authorized denomination, as requested by the
Holder surrendering the same upon surrender of the Note or Notes to be exchanged
at the office or agency of the Company.
This Note shall be governed by, and construed in accordance with, the
internal laws of the State of New York.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
[PG NUMBER]
TEN COM- as tenants in UNIF GIFT MIN ACT- _______ Custodian ________
common (Cust) (Minor)
TEN ENT- as tenants by the
entireties under Uniform Gifts to
JT TEN- as joint tenants Minors Act
with right of
survivorship and ________________________
not as tenants (State)
in common
Additional abbreviations may also be used
though not on the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
(please insert Social Security or other identifying number of assignee)
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
agent to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular without
alteration or enlargement, or any change whatever.
SCHEDULE A
The initial aggregate principal amount of the Notes evidenced by the
Certificate to which this Schedule is attached is $ . The notations on the
following table evidence decreases in the aggregate principal amount of Notes
evidenced by such Certificate.
Decreases in Principal Amount of Notes Principal Amount of Notes Remaining
Notation by Security Registrar
After Such Decrease
NOTICE OF ELECTION TO EXTEND MATURITY
The undersigned hereby elects to extend the maturity of Alabama Power
Company Series W Floating Rate Extendible Senior Note (or the portion thereof
specified below) with the effect provided in said Note by surrendering said Note
to JPMorgan Chase Bank, 4 New York Plaza (15th Floor), New York, New York 10004,
Attention: Institutional Trust Services, or such other address of which the
Company shall from time to time notify the Holders of the Series W Notes in the
event of an election to extend the maturity of only a portion of the principal
amount of said Notes, together with this form of "Notice of Election to Extend
Maturity" duly completed by the Holder of said Note.
If the option to extend the maturity of less than the entire principal
amount of said Note is elected, specify the portion of said Note (which shall be
$1,000 or an integral multiple thereof) as to which the Holder elects to extend
the maturity: $_______; and specify the denomination or denominations (which
shall be $1,000 or an integral multiple thereof) of the Short-Term Notes (as
defined in Series W Notes) to be issued to the Holder for the portion of said
Notes as to which the option to extend the maturity is not being elected (in the
absence of any such specification one such Short-Term Note will be issued for
the portion as to which the option to extend maturity is not being made): $
__________.
Dated: NOTICE: The signature on this Notice of
Election to Extend Maturity must
correspond with the name as written upon
the face of the Note in every particular,
without alteration or enlargement or any
change whatever.
EXHIBIT B
FORM OF SHORT-TERM SERIES W NOTE
NO. __ CUSIP NO.
ALABAMA POWER COMPANY
SERIES W FLOATING RATE EXTENDIBLE SENIOR NOTE
Principal Amount: $_____________
Regular Record Date: 15th calendar day prior to
Interest Payment Date
Original Issue Date: April 23, 2005
Stated Maturity: April 23, 2006
Interest Payment Dates: January 23, April 23, July 23
and October 23
Interest Rate: LIBOR plus 0.05% per annum, as
set on each Interest Determination Date
Interest Determination Dates 2nd London Business Day immediately
preceding the first day of the
relevant Interest Period
Authorized Denomination: $1,000 or any integral multiple thereof
Alabama Power Company, an Alabama corporation (the "Company", which
term includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
___________________________________________, or registered assigns, the
principal sum of _________ DOLLARS ($__________) on the Stated Maturity shown
above, and to pay interest thereon from the Original Issue Date shown above, or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, quarterly in arrears on each Interest Payment Date as
specified above, commencing on July 23, 2005, and on the Stated Maturity at the
rate per annum shown above until the principal hereof is paid or made available
for payment and on any overdue principal and on any overdue installment of
interest. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date (other than an Interest Payment Date that is the
Stated Maturity) will, as provided in such Indenture, be paid to the Person in
whose name this Note (the "Note") is registered at the close of business on the
Regular Record Date as specified above next preceding such Interest Payment
Date, provided that any interest payable at the Stated Maturity will be paid to
the Person to whom principal is payable. Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Note is registered at the close
of business on a Special Record Date for the payment of such defaulted interest
to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of
this series not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange, if any, on which the Notes of this series shall be
listed, and upon such notice as may be required by any such exchange, all as
more fully provided in the Indenture.
If the Stated Maturity is not a Business Day, the Stated Maturity will
be the next succeeding Business Day (and without any interest or other payment
in respect of such delay), except that if such Business Day is in the next
calendar month, the Stated Maturity shall be the immediately preceding Business
Day, with the same force and effect as if made on such date.
The Series W Notes will bear interest for each Interest Period at a per
annum rate determined by the Calculation Agent, subject to the maximum interest
rate permitted by New York or other applicable state law, as such law may be
modified by United States law of general application. The interest rate
applicable during each Interest Period will be equal to LIBOR on the Interest
Determination Date for such Interest Period plus 0.05%; provided, however, that
in certain circumstances described below, the interest rate will be determined
without reference to LIBOR. Promptly upon such determination, the Calculation
Agent will notify the Company and the Trustee, if the Trustee is not then
serving as the Calculation Agent, of the interest rate for the new Interest
Period. The interest rate determined by the Calculation Agent, absent manifest
error, shall be binding and conclusive upon the beneficial owners and Holders of
the Series W Notes, the Company and the Trustee.
If the following circumstances exist on any Interest Determination
Date, the Calculation Agent shall determine the interest rate for the Series W
Notes as follows:
(1) In the event no Reported Rate appears on Telerate Page
3750 as of approximately 11:00 a.m., London time, on an Interest
Determination Date, the Calculation Agent shall request the principal
London offices of each of four major banks in the London interbank
market selected by the Calculation Agent (after consultation with the
Company) to provide a quotation of the rate (the "Rate Quotation") at
which three month deposits in amounts of not less than $1,000,000 are
offered by it to prime banks in the London interbank market, as of
approximately 11:00 a.m., London time, on such Interest Determination
Date, that is representative of single transactions at such time (the
"Representative Amounts"). If at least two Rate Quotations are
provided, the interest rate will be the arithmetic mean of the Rate
Quotations obtained by the Calculation Agent, plus 0.05%.
(2) In the event no Reported Rate appears on Telerate Page
3750 as of approximately 11:00 a.m., London time, on an Interest
Determination Date and there are fewer than two Rate Quotations, the
interest rate will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., New York City time, on such Interest
Determination Date, by three major banks in New York City selected by
the Calculation Agent (after consultation with the Company), for loans
in Representative Amounts in U. S. dollars to leading European banks,
having an index maturity of three months for a period commencing on the
second London Business Day immediately following such Interest
Determination Date, plus 0.05%; provided, however, that if fewer than
three banks selected by the Calculation Agent are quoting such rates,
the interest rate for the applicable Interest Period will be the same
as the interest rate in effect for the immediately preceding Interest
Period.
"Calculation Agent" means JPMorgan Chase Bank, or its successor
appointed by the Company, acting as calculation agent.
"Interest Determination Date" means the second London Business Day
immediately preceding the first day of the relevant Interest Period.
"Interest Period" means the period commencing on an Interest Payment
Date (or, with respect to the initial Interest Period only, commencing on the
Original Issue Date) and ending on the day before the next succeeding Interest
Payment Date.
"LIBOR" for any Interest Determination Date will be the Reported Rate
for deposits in U. S. dollars having an index maturity of three months for a
period commencing on the second London Business Day immediately following the
Interest Determination Date in amounts of not less than $1,000,000, at
approximately 11:00 a.m., London time, on the Interest Determination Date.
"London Business Day" means a day that is a Business Day and a day on
which dealings in deposits in U. S. dollars are transacted, or with respect to
any future date are expected to be transacted, in the London interbank market.
"Reported Rate" means the rate that appears on Telerate Page 3750 or a
successor reporter of such rates selected by the Calculation Agent and
acceptable to the Company.
"Telerate Page 3750" means the display designated on page 3750 on
Moneyline Telerate, Inc. (or such other page as may replace the 3750 page on
that service or such other service as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for U.
S. dollar deposits).
Payments of interest on this Note will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this Note
shall be computed and paid on the basis of the actual number of days elapsed
over a 360-day year. In the event that any Interest Payment Date would otherwise
be a day that is not a Business Day, the Interest Payment Date will be the next
succeeding Business Day (except that if any such Interest Payment Date falls on
a day that is the Stated Maturity there shall be no interest or other payment in
respect of such delay), except that if such Business Day is in the next calendar
month, such Interest Payment Date shall be the immediately preceding Business
Day, in each case with the same force and effect as if made on the date the
payment was originally payable. A "Business Day" shall mean any day other than a
Saturday or a Sunday or a day on which banking institutions in New York City are
authorized or required by law or executive order to remain closed or a day on
which the Corporate Trust Office of the Trustee is closed for business.
Payment of the principal of and interest due at the Stated Maturity of
the Series W Notes shall be made upon surrender of the Series W Notes at the
Corporate Trust Office of the Trustee. The principal of and interest on the
Series W Notes shall be paid in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payment of interest (including interest on an Interest Payment
Date) will be made, subject to such surrender where applicable, at the option of
the Company, (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register or (ii) by wire transfer
or other electronic transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee
at least 16 days prior to the date for payment by the Person entitled thereto.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
ALABAMA POWER COMPANY
By:
-----------------------------------------
Vice President
- --------------------------
Attest:
Assistant Secretary
{Seal of ALABAMA POWER COMPANY appears here}
CERTIFICATE OF AUTHENTICATION
This is one of the Senior Notes referred to in the within-mentioned
Indenture.
JPMORGAN CHASE BANK,
as Trustee
By:
Authorized Officer
(Reverse Side of Note)
This Note is one of a duly authorized issue of Senior Notes of the
Company (the "Notes"), issued and issuable in one or more series under a Senior
Note Indenture, dated as of December 1, 1997, as supplemented (the "Indenture"),
between the Company and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), Trustee (the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture and all indentures incidental
thereto reference is hereby made for a statement of the respective rights,
limitation of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes issued thereunder and of the terms upon
which said Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof as Series W Floating Rate
Extendible Senior Notes (the "Series W Notes") which is unlimited in aggregate
principal amount. Capitalized terms used herein for which no definition is
provided herein shall have the meanings set forth in the Indenture.
The Series W Notes will not be redeemable at the option of the Company
prior to the Stated Maturity.
The Series W Notes will not have a sinking fund.
If an Event of Default with respect to the Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in principal amount of the Notes at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Notes of each series at the time Outstanding, on behalf of the Holders of
all Notes of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company for such purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar and duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series, of
authorized denominations and of like tenor and for the same aggregate principal
amount, will be issued to the designated transferee or transferees. No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Notes of this series are exchangeable for a like aggregate principal amount of
Notes of this series of a different authorized denomination, as requested by the
Holder surrendering the same upon surrender of the Note or Notes to be exchanged
at the office or agency of the Company.
This Note shall be governed by, and construed in accordance with, the
internal laws of the State of New York.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
C-1
636365.2
TEN COM- as tenants in UNIF GIFT MIN ACT- _______ Custodian ________
common (Cust) (Minor)
TEN ENT- as tenants by the
entireties under Uniform Gifts to
JT TEN- as joint tenants Minors Act
with right of
survivorship and ________________________
not as tenants (State)
in common
Additional abbreviations may also be used
though not on the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
(please insert Social Security or other identifying number of assignee)
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
agent to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular without
alteration or enlargement, or any change whatever.
EXHIBIT C
CERTIFICATE OF AUTHENTICATION
This is one of the Senior Notes referred to in the within-mentioned
Indenture.
JPMORGAN CHASE BANK,
as Trustee
By:
--------------------------------
Authorized Officer