Exhibit 4(b)
APPALACHIAN POWER COMPANY
AND
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
-----------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of September 1, 1996
TO
INDENTURE
Dated as of September 1, 1996
-----------------------
______% Junior Subordinated
Deferrable Interest Debentures,
Series A, Due 2026
FIRST SUPPLEMENTAL INDENTURE, dated as of the 1st day of
September, 1996 (the "First Supplemental Indenture"), between
APPALACHIAN POWER COMPANY, a corporation duly organized and
existing under the laws of the Commonwealth of Virginia
(hereinafter sometimes referred to as the "Company"), and THE
FIRST NATIONAL BANK OF CHICAGO, a national banking association
organized and existing under the laws of the United States, as
trustee (hereinafter sometimes referred to as the "Trustee")
under the Indenture dated as of September 1, 1996 between the
Company and the Trustee (the "Indenture"); all terms used and not
defined herein are used as defined in the Indenture.
WHEREAS, the Company executed and delivered the Indenture to
the Trustee to provide for the future issuance of its junior
subordinated debentures (the "Debentures"), said Debentures to be
issued from time to time in series as might be determined by the
Company under the Indenture, in an unlimited aggregate principal
amount which may be authenticated and delivered thereunder as in
the Indenture provided; and
WHEREAS, pursuant to the terms of the Indenture, the Company
desires to provide for the establishment of a new series of its
Debentures to be known as its ______% Junior Subordinated
Deferrable Interest Debentures, Series A, Due 2026 (said series
being hereinafter referred to as the "Series A Debentures"), the
form and substance of such Series A Debentures and the terms,
provisions and conditions thereof to be set forth as provided in
the Indenture and this First Supplemental Indenture; and
WHEREAS, the Company desires and has requested the Trustee
to join with it in the execution and delivery of this First
Supplemental Indenture, and all requirements necessary to make
this First Supplemental Indenture a valid instrument, in
accordance with its terms, and to make the Series A Debentures,
when executed by the Company and authenticated and delivered by
the Trustee, the valid obligations of the Company, have been
performed and fulfilled, and the execution and delivery hereof
have been in all respects duly authorized;
NOW THEREFORE, in consideration of the purchase and
acceptance of the Series A Debentures by the holders thereof, and
for the purpose of setting forth, as provided in the Indenture,
the form and substance of the Series A Debentures and the terms,
provisions and conditions thereof, the Company covenants and
agrees with the Trustee as follows:
ARTICLE ONE
General Terms and Conditions of
the Series A Debentures
SECTION 1.01. There shall be and is hereby authorized a
series of Debentures designated the "______% Junior Subordinated
Deferrable Interest Debentures, Series A, Due 2026", limited in
aggregate principal amount to $75,000,000, which amount shall be
as set forth in any written order of the Company for the
authentication and delivery of Series A Debentures pursuant to
Section 2.01 of the Indenture. The Series A Debentures shall
mature and the principal shall be due and payable together with
all accrued and unpaid interest thereon on September 30, 2026,
and shall be issued in the form of registered Series A Debentures
without coupons.
SECTION 1.02. Except as provided in Section 2.11(c) of the
Indenture, the Series A Debentures shall be issued initially in
the form of a Global Debenture in an aggregate principal amount
equal to all outstanding Series A Debentures, to be registered in
the name of the Depository, or its nominee, and delivered by the
Trustee to the Depository for crediting to the accounts of its
participants pursuant to the instructions of the Company. The
Company shall execute a Global Debenture in such aggregate
principal amount and deliver the same to the Trustee for
authentication and delivery as hereinabove and in the Indenture
provided. Payments on the Series A Debentures issued as a Global
Debenture will be made to the Depository. The Depository for the
Series A Debentures shall be The Depository Trust Company, New
York, New York.
SECTION 1.03. If, pursuant to the provisions of Section
2.11(c) of the Indenture, the Series A Debentures are issued in
certificated form, principal, premium, if any, and interest on
the Series A Debentures will be payable, the transfer of such
Series A Debentures will be registrable and such Series A
Debentures will be exchangeable for Series A Debentures bearing
identical terms and provisions at the office or agency of the
Company only upon surrender of such certificated Series A
Debenture and such other documents as required by the Indenture;
provided, however, that payment of interest may be made at the
option of the Company by check mailed to the registered holder at
such address as shall appear in the Debenture Register.
SECTION 1.04. Each Series A Debenture shall bear interest
at the rate of ______% per annum from the original date of
issuance until the principal thereof becomes due and payable, and
on any overdue principal and (to the extent that payment of such
interest is enforceable under applicable law) on any overdue
installment of interest at the same rate per annum, payable
(subject to the provisions of Article Three hereof) quarterly in
arrears on each March 31, June 30, September 30 and December 31
(each, an "Interest Payment Date"), commencing on December 31,
1996. Interest (other than interest payable on redemption or
maturity) shall be payable to the person in whose name such
Series A Debenture or any predecessor Series A Debenture is
registered at the close of business on the regular record date
for such interest installment. The regular record date for such
interest installment shall be the close of business on the
business day next preceding that Interest Payment Date; except
that if, pursuant to the provisions of Section 2.11(c) of the
Indenture, the Series A Debentures are no longer represented by a
Global Debenture, the regular record date for such interest
installment shall be the close of business on the March 15, June
15, September 15 or December 15 (whether or not a business day)
next preceding the Interest Payment Date. Interest payable on
redemption or maturity shall be payable to the person to whom the
principal is paid. Any such interest installment not punctually
paid or duly provided for shall forthwith cease to be payable to
the registered holders on such regular record date, and may be
paid to the person in whose name the Series A Debenture (or one
or more Predecessor Debentures) is registered at the close of
business on a special record date to be fixed by the Trustee for
the payment of such defaulted interest, notice whereof shall be
given to the registered holders of the Series A Debentures not
less than 10 days prior to such special record date, or may be
paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Series A
Debentures may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture.
The amount of interest payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months.
In the event that any date on which interest is payable on the
Series A Debentures is not a business day, then payment of
interest payable on such date will be made on the next succeeding
day which is a business day (and without any interest or other
payment in respect of any such delay), except that, if such
business day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding business day,
in each case with the same force and effect as if made on such
date.
ARTICLE TWO
Redemption of the Series A Debentures
SECTION 2.01. Subject to the terms of Article Three of the
Indenture, the Company shall have the right to redeem the Series
A Debentures, in whole or in part, from time to time, at the time
and redemption price set forth in the form of Debenture contained
in Exhibit A hereto. Any redemption pursuant to this Section
will be made upon not less than 30 nor more than 60 days' notice.
If the Series A Debentures are only partially redeemed pursuant
to this Section, the Debentures will be redeemed pro rata or by
lot or by any other method utilized by the Trustee; provided,
that if at the time of redemption, the Series A Debentures are
registered as a Global Debenture, the Depository shall determine
by lot the principal amount of such Series A Debentures held by
each Series A Debentureholder to be redeemed.
ARTICLE THREE
Extension of Interest Payment Period
SECTION 3.01. The Company shall have the right, at any time
during the term of the Series A Debentures, from time to time to
extend the interest payment period of such Series A Debentures
for up to 20 consecutive quarters (the "Extended Interest Payment
Period"), at the end of which period the Company shall pay all
interest accrued and unpaid thereon (together with interest
thereon compounded quarterly at the rate specified for the Series
A Debentures to the extent permitted by applicable law); provided
that, during such Extended Interest Payment Period, the Company
shall not declare or pay any dividend on, or purchase, acquire or
make a liquidation payment with respect to, any of its capital
stock or make any guarantee payments with respect to the
foregoing. Prior to the termination of any such Extended
Interest Payment Period, the Company may further extend such
period, provided that such period together with all such previous
and further extensions thereof shall not exceed 20 consecutive
quarters or extend beyond the maturity of the Series A
Debentures. Upon the termination of any Extended Interest
Payment Period and upon the payment of all accrued and unpaid
interest then due, the Company may select a new Extended Interest
Payment Period, subject to the foregoing requirements. No
interest shall be due and payable during an Extended Interest
Payment Period, except at the end thereof.
SECTION 3.02. (a) The Company shall give the holders of
the Series A Debentures and the Trustee written notice of its
selection of such Extended Interest Payment Period at least 10
business days prior to the earlier of (i) the next succeeding
Interest Payment Date or (ii) the date the Company is required to
give notice to holders of the Series A Debentures (or, if
applicable, to the New York Stock Exchange or other applicable
self-regulatory organization), of the record or payment date of
such interest payment, but in any event not less than two
business days prior to such record date.
(b) The quarter in which any notice is given pursuant to
paragraph (a) of this Section shall constitute one of the 20
quarters which comprise the maximum Extended Interest Payment
Period.
ARTICLE FOUR
Form of Series A Debenture
SECTION 4.01. The Series A Debentures and the Trustee's
Certificate of Authentication to be endorsed thereon are to be
substantially in the form of Exhibit A hereto.
ARTICLE FIVE
Original Issue of Series A Debentures
SECTION 5.01. Series A Debentures in the aggregate
principal amount of $75,000,000 may, upon execution of this First
Supplemental Indenture, or from time to time thereafter, be
executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and
deliver said Debentures to or upon the written order of the
Company, signed by its Chairman of the Board, its President, or
any Vice President and its Treasurer or an Assistant Treasurer,
without any further action by the Company.
ARTICLE SIX
Covenant of the Company
SECTION 6.01. The Company will not declare or pay any
dividend on, or purchase, acquire or make a distribution or
liquidation payment with respect to, any of its capital stock, or
make any guarantee payments with respect thereto, if at such time
(i) there shall have occurred and be continuing any Event of
Default under the Indenture or (ii) the Company shall have given
notice of its selection of an Extended Interest Payment Period
and such period, or any extension thereof, shall be continuing.
ARTICLE SEVEN
Miscellaneous Provisions
SECTION 7.01. Except as otherwise expressly provided in
this First Supplemental Indenture or in the form of Series A
Debenture or otherwise clearly required by the context hereof or
thereof, all terms used herein or in said form of Series A
Debenture that are defined in the Indenture shall have the
several meanings respectively assigned to them thereby.
SECTION 7.02. The Indenture, as supplemented by this First
Supplemental Indenture, is in all respects ratified and
confirmed, and this First Supplemental Indenture shall be deemed
part of the Indenture in the manner and to the extent herein and
therein provided.
SECTION 7.03. The recitals herein contained are made by the
Company and not by the Trustee, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no
representation as to the validity or sufficiency of this First
Supplemental Indenture.
SECTION 7.04. This First Supplemental Indenture may be
executed in any number of counterparts each of which shall be an
original; but such counterparts shall together constitute but one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and attested,
on the date or dates indicated in the acknowledgments and as of
the day and year first above written.
APPALACHIAN POWER COMPANY
By________________________
Treasurer
Attest:
By________________________
Assistant Secretary
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By________________________
Vice President
Attest:
By_______________________
Authorized Officer
State of Ohio }
County of Franklin, } ss:
On this ______ day of September, 1996, personally appeared
before me, a Notary Public within and for said County in the
State aforesaid, A. A. Pena and J. M. Adams, Jr., to me known and
known to me to be respectively Treasurer and Assistant Secretary
of APPALACHIAN POWER COMPANY, one of the corporations named in
and which executed the foregoing instrument, who severally
acknowledged that they did sign and seal said instrument as such
Treasurer and Assistant Secretary for and on behalf of said
corporation and that the same is their free act and deed as such
Treasurer and Assistant Secretary, respectively, and the free and
corporate act and deed of said corporation.
In Witness Whereof, I have hereunto set my hand and notarial
seal this ______ day of September, 1996.
[Notarial Seal]
_________________________
MARY M. SOLTESZ
Notary Public, State of Ohio
My Commission Expires 7-12-99
State of }
County of } ss:
Be it remembered, that on this ______ day of September,
1996, personally appeared before me the undersigned, a Notary
Public within and for said County and State, THE FIRST NATIONAL
BANK OF CHICAGO, one of the corporations named in and which
executed the foregoing instrument, by _______________, one of its
Vice Presidents, and by _______________, one of its Authorized
Officers, to me known and known by me to be such Vice President
and Authorized Officer, respectively, who severally duly
acknowledged the signing and sealing of the foregoing instrument
to be their free act and voluntary deed, and the free act and
voluntary deed of each of them as such Vice President and
Authorized Officer, respectively, and the free act and voluntary
deed of said corporation, for the uses and purposes therein
expressed and mentioned.
In Witness Whereof, I have hereunto set my hand and notarial
seal this ______ day of September, 1996.
[Notarial Seal]
_____________________
Name:
Notary Public, State of ____________
My Commission Expires_______________
Exhibit A
(FORM OF FACE OF DEBENTURE)
[IF THE SERIES A DEBENTURE IS TO BE A GLOBAL DEBENTURE,
INSERT - This Debenture is a Global Debenture within the meaning
of the Indenture hereinafter referred to and is registered in the
name of a Depository or a nominee of a Depository. This
Debenture is exchangeable for Debentures registered in the name
of a person other than the Depository or its nominee only in the
limited circumstances described in the Indenture, and no transfer
of this Debenture (other than a transfer of this Debenture as a
whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of
the Depository) may be registered except in limited
circumstances.
Unless this Debenture is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the issuer or its agent for registration
of transfer, exchange or payment, and any Debenture issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC and any payment
hereon is made to Cede & Co., or to such other entity as is
requested by an authorized representative of DTC, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.]
No. ____________ $___________
CUSIP No. ____________
APPALACHIAN POWER COMPANY
______% JUNIOR SUBORDINATED
DEFERRABLE INTEREST DEBENTURE,
SERIES A, DUE 2026
APPALACHIAN POWER COMPANY, a corporation duly organized and
existing under the laws of the Commonwealth of Virginia (herein
referred to as the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to ______________ or
registered assigns, the principal sum of ______________ Dollars
on September 30, 2026, and to pay interest on said principal sum
from September __, 1996 or from the most recent interest payment
date (each such date, an "Interest Payment Date") to which
interest has been paid or duly provided for, quarterly (subject
to deferral as set forth herein) in arrears on each March 31,
June 30, September 30 and December 31 commencing December 31,
1996 at the rate of ______% per annum until the principal hereof
shall have become due and payable, and on any overdue principal
and premium, if any, and (without duplication and to the extent
that payment of such interest is enforceable under applicable
law) on any overdue installment of interest at the same rate per
annum during such overdue period. Interest shall be computed on
the basis of a 360-day year of twelve 30-day months. In the
event that any date on which interest is payable on this
Debenture is not a business day, then payment of interest payable
on such date will be made on the next succeeding day which is a
business day (and without any interest or other payment in
respect of any such delay), except that, if such business day is
in the next succeeding calendar year, such payment shall be made
on the immediately preceding business day, in each case with the
same force and effect as if made on such date. The interest
installment so payable, and punctually paid or duly provided for,
on any Interest Payment Date (other than interest payable on
redemption or maturity) will, as provided in the Indenture, be
paid to the person in whose name this Debenture (or one or more
Predecessor Debentures, as defined in said Indenture) is
registered at the close of business on the regular record date
for such interest installment, [which shall be the close of
business on the business day next preceding such Interest Payment
Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.11(C) OF THE
INDENTURE THE SERIES A DEBENTURES ARE NO LONGER REPRESENTED BY A
GLOBAL DEBENTURE -- which shall be the close of business on the
March 15, June 15, September 15 or December 15 (whether or not a
business day) next preceding such Interest Payment Date.]
Interest payable on redemption or maturity shall be payable to
the person to whom the principal is paid. Any such interest
installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered holders on such
regular record date, and may be paid to the person in whose name
this Debenture (or one or more Predecessor Debentures) is
registered at the close of business on a special record date to
be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered holders
of this series of Debentures not less than 10 days prior to such
special record date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Debentures may be listed, and
upon such notice as may be required by such exchange, all as more
fully provided in the Indenture. The principal of (and premium,
if any) and the interest on this Debenture shall be payable at
the office or agency of the Company maintained for that purpose,
in any coin or currency of the United States of America which at
the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the
registered holder at such address as shall appear in the
Debenture Register.
Payment of the principal of, premium, if any, and interest
on this Debenture is, to the extent provided in the Indenture,
subordinated and subject in right of payment to the prior payment
in full of all Senior Indebtedness, as defined in the Indenture,
and this Debenture is issued subject to the provisions of the
Indenture with respect thereto. Each Holder of this Debenture,
by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her
behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided and (c)
appoints the Trustee his or her attorney-in-fact for any and all
such purposes. Each Holder hereof, by his or her acceptance
hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by
each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon
said provisions.
This Debenture shall not be entitled to any benefit under
the Indenture hereinafter referred to, be valid or become
obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by or on behalf of
the Trustee.
Unless the Certificate of Authentication hereon has been
executed by the Trustee or a duly appointed Authentication Agent
referred to on the reverse side hereof, this Debenture shall not
be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
The provisions of this Debenture are continued on the
reverse side hereof and such continued provisions shall for all
purposes have the same effect as though fully set forth at this
place.
IN WITNESS WHEREOF, the Company has caused this Instrument
to be executed.
Dated ____________________
APPALACHIAN POWER COMPANY
By_______________________
Attest:
By____________________
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Debentures of the series of Debentures
described in the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee or as Authentication Agent
By__________________________
Authorized Signatory
(FORM OF REVERSE OF DEBENTURE)
This Debenture is one of a duly authorized series of
Debentures of the Company (herein sometimes referred to as the
"Debentures"), specified in the Indenture, all issued or to be
issued in one or more series under and pursuant to an Indenture
dated as of September 1, 1996 duly executed and delivered between
the Company and The First National Bank of Chicago, a national
banking association organized and existing under the laws of
the United States, as Trustee (herein referred to as the
"Trustee"), as supplemented by the First Supplemental Indenture
dated as of September 1, 1996 between the Company and the Trustee
(said Indenture as so supplemented being hereinafter referred to
as the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description
of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders
of the Debentures. By the terms of the Indenture, the Debentures
are issuable in series which may vary as to amount, date of
maturity, rate of interest and in other respects as in the
Indenture provided. This series of Debentures is limited in
aggregate principal amount as specified in said First
Supplemental Indenture.
Subject to the terms of Article Three of the Indenture, the
Company shall have the right to redeem this Debenture at the
option of the Company, without premium or penalty, in whole or in
part at any time on or after September __, 2001 (an "Optional
Redemption"), at a redemption price equal to 100% of the
principal amount plus any accrued but unpaid interest to the date
of such redemption (the "Optional Redemption Price"). Any
redemption pursuant to this paragraph will be made upon not less
than 30 nor more than 60 days' notice, at the Optional Redemption
Price. If the Debentures are only partially redeemed by the
Company pursuant to an Optional Redemption, the Debentures will
be redeemed pro rata or by lot or by any other method utilized by
the Trustee; provided that if at the time of redemption, the
Debentures are registered as a Global Debenture, the Depository
shall determine by lot the principal amount of such Debentures
held by each Debentureholder to be redeemed.
In the event of redemption of this Debenture in part only, a
new Debenture or Debentures of this series for the unredeemed
portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.
In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of all of
the Debentures may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Debenture upon compliance by
the Company with certain conditions set forth therein.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Debentures of each
series affected at the time outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders
of the Debentures; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Debentures
of any series, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or
reduce any premium payable upon the redemption thereof, without
the consent of the holder of each Debenture so affected or (ii)
reduce the aforesaid percentage of Debentures, the holders of
which are required to consent to any such supplemental indenture,
without the consent of the holders of each Debenture then
outstanding and affected thereby. The Indenture also contains
provisions permitting the Holders of a majority in aggregate
principal amount of the Debentures of all series at the time
outstanding affected thereby, on behalf of the Holders of the
Debentures of such series, to waive any past default in the
performance of any of the covenants contained in the Indenture,
or established pursuant to the Indenture with respect to such
series, and its consequences, except a default in the payment of
the principal of or premium, if any, or interest on any of the
Debentures of such series. Any such consent or waiver by the
registered Holder of this Debenture (unless revoked as provided
in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Debenture
and of any Debenture issued in exchange herefor or in place
hereof (whether by registration of transfer or otherwise),
irrespective of whether or not any notation of such consent or
waiver is made upon this Debenture.
No reference herein to the Indenture and no provision of
this Debenture or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and premium, if any, and interest on this
Debenture at the time and place and at the rate and in the money
herein prescribed.
The Company shall have the right at any time during the term
of the Debentures, from time to time to extend the interest
payment period of such Debentures for up to 20 consecutive
quarters (the "Extended Interest Payment Period"), at the end of
which period the Company shall pay all interest then accrued and
unpaid (together with interest thereon compounded quarterly at
the rate specified for the Debentures to the extent that payment
of such interest is enforceable under applicable law); provided
that, during such Extended Interest Payment Period the Company
shall not declare or pay any dividend on, or purchase, acquire or
make a liquidation payment with respect to, any of its capital
stock, or make any guarantee payments with respect thereto.
Prior to the termination of any such Extended Interest Payment
Period, the Company may further extend such Extended Interest
Payment Period, provided that such Period together with all such
previous and further extensions thereof shall not exceed 20
consecutive quarters or extend beyond the maturity of the
Debentures. At the termination of any such Extended Interest
Payment Period and upon the payment of all accrued and unpaid
interest and any additional amounts then due, the Company may
select a new Extended Interest Payment Period.
As provided in the Indenture and subject to certain
limitations therein set forth, this Debenture is transferable by
the registered holder hereof on the Debenture Register of the
Company, upon surrender of this Debenture for registration of
transfer at the office or agency of the Company accompanied by a
written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee duly executed by the
registered Holder hereof or his or her attorney duly authorized
in writing, and thereupon one or more new Debentures of
authorized denominations and for the same aggregate principal
amount and series will be issued to the designated transferee or
transferees. No service charge will be made for any such
transfer, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in relation
thereto.
Prior to due presentment for registration of transfer of
this Debenture, the Company, the Trustee, any paying agent and
any Debenture Registrar may deem and treat the registered Holder
hereof as the absolute owner hereof (whether or not this
Debenture shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the
Debenture Registrar) for the purpose of receiving payment of or
on account of the principal hereof and premium, if any, and
interest due hereon and for all other purposes, and neither the
Company nor the Trustee nor any paying agent nor any Debenture
Registrar shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of
or the interest on this Debenture, or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or of
any predecessor or successor corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration
for the issuance hereof, expressly waived and released.
[The Debentures of this series are issuable only in
registered form without coupons in denominations of $25 and any
integral multiple thereof.] [This Global Debenture is
exchangeable for Debentures in definitive form only under certain
limited circumstances set forth in the Indenture. Debentures of
this series so issued are issuable only in registered form
without coupons in denominations of $25 and any integral multiple
thereof.] As provided in the Indenture and subject to certain
limitations [herein and] therein set forth, Debentures of this
series [so issued] are exchangeable for a like aggregate
principal amount of Debentures of this series of a different
authorized denomination, as requested by the Holder surrendering
the same.
All terms used in this Debenture which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Debenture and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Debenture on the books of the Issuer, 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
Debenture in every particular, without alteration or
enlargement or any change whatever and NOTICE:
Signature(s) must be guaranteed by a financial
institution that is a member of the Securities Transfer
Agents Medallion Program ("STAMP"), the Stock Exchange
Medallion Program ("SEMP") or the New York Stock
Exchange, Inc. Medallion Signature Program ("MSP").