EXHIBIT 4.21
Entergy Arkansas, Inc.
OFFICER'S CERTIFICATE
William J. Regan, Jr., the Vice President and Treasurer of
Entergy Arkansas, Inc. (the "Company"), pursuant to the authority
granted in the Board Resolutions of the Company dated ______,
____, and Sections 201 and 301 of the Indenture defined herein,
does hereby certify to The Bank of New York (the "Trustee"), as
Trustee under the Indenture of the Company (For Unsecured
Subordinated Debt Securities relating to Trust Securities) dated
as of ______, 1996 (the "Indenture") that:
I. The securities of the first series to be issued
under the Indenture shall be designated "_% Junior
Subordinated Deferrable Interest Debentures, Series A,
Due _________ __, ____" (the "Debentures of the First
Series"). The Debentures of the First Series are to be
issued in the name of The Bank of New York, as property
trustee (the "Property Trustee"), pursuant to the
Amended and Restated Trust Agreement dated as of
_______, 1996 (the "Trust Agreement") relating to
Entergy Arkansas Capital I, a Delaware statutory
business trust (the "Trust"), on behalf of the Trust.
All capitalized terms used in this certificate which
are not defined herein but are defined in the Indenture
shall have the meanings set forth in the Indenture;
2. The Debentures of the First Series shall be
limited in aggregate principal amount to $__________ at
any time Outstanding, except as contemplated in Section
301(b) of the Indenture;
3. The Debentures of the First Series shall mature
and the principal shall be due and payable together
with all accrued and unpaid interest thereon on
____________, ____;
4. The Debentures of the First Series shall bear
interest from, and including, the date of original
issuance, at the rate of _% per annum payable quarterly
in arrears on March 31, June 30, September 30 and
December 31 of each year (each, an "Interest Payment
Date") commencing ____________, 1996. The amount of
interest payable for any such period will be computed
on the basis of a 360-day year of twelve 30-day months.
Interest on the Debentures of the First Series will
accrue from, and including, the date of original
issuance and will accrue to, and including, the first
Interest Payment Date, and thereafter will accrue from,
and excluding, the last Interest Payment Date through
which interest has been paid or duly provided for. In
the event that any Interest Payment Date is not a
Business Day, then payment of the 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 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 Interest Payment Date;
5. Each installment of interest on a Debenture of the
First Series shall be payable to the Person in whose
name such Debenture of the First Series is registered
at the close of business on the Business Day next
preceding the corresponding Interest Payment Date (the
"Regular Record Date") for the Debentures of the First
Series; provided, however, that if the Debentures of
the First Series are held neither by the Property
Trustee, for the benefit of the Trust, nor by a
securities depositary, the Company shall have the right
to change the Regular Record Date by one or more
Officer's Certificates. Any installment of interest on
the Debentures of the First Series not punctually paid
or duly provided for shall forthwith cease to be
payable to the Holders of such Debentures of the First
Series on such Regular Record Date, and may be paid to
the Persons in whose name the Debentures of the First
Series are 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 of such
Defaulted Interest and Special Record Date shall be
given to the Holders of the Debentures of the First
Series 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 of the
First Series may be listed, and upon such notice as may
be required by such exchange, all as more fully
provided in the Indenture;
6. The principal and each installment of interest on
the Debentures of the First Series shall be payable at,
and registration and registration of transfers and
exchanges in respect of the Debentures of the First
Series may be effected at, the office or agency of the
Company in The City of New York; provided that payment
of interest may be made at the option of the Company by
check mailed to the address of the persons entitled
thereto under the Indenture. Notices, demands to or
upon the Company in respect of the Debentures of the
First Series may be served at the office or agency of
the Company in The City of New York. The Trustee will
initially be the agency of the Company for such service
of notices and demands; provided, however, that the
Company reserves the right to change, by one or more
Officer's Certificates any such office or agency. The
Company will be the Security Registrar and the Paying
Agent for the Debentures of the First Series;
7. The Debentures of the First Series will be
redeemable on or after _______, ____ at the option of
the Company, at any time and from time to time, in
whole or in part, at a redemption price equal to 100%
of the principal amount of the Debentures of the First
Series being redeemed, together with any accrued and
unpaid interest, including Additional Interest, if any,
to the redemption date, upon not less than 30 nor more
than 60 days' notice given as provided in the
Indenture. The Company, however, may not redeem less
than all Outstanding Debentures of the First Series
unless the conditions specified in the last paragraph
of this item are met;
The Debentures of the First Series will also be
redeemable at the option of the Company upon the
occurrence and during the continuation of a Tax Event
or an Investment Company Event in whole but not in part
on any date within 90 days of the occurrence of such
Tax Event or an Investment Company Event, at a
redemption price equal to 100% of the principal amount
of the Debentures of the First Series then Outstanding
plus any accrued and unpaid interest, including
Additional Interest, if any, to the redemption date,
upon not less than 30 nor more than 60 days' notice
given as provided in the Indenture. "Tax Event" means
the receipt by the Trust of an opinion of counsel
experienced in such matters to the effect that, as a
result of any amendment to, or change (including any
announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or
therein affecting taxation, or as a result of any
official administrative pronouncement or decision
interpreting or applying such laws or regulations,
which amendment or change is effective or which
pronouncement or decision is announced on or after the
date of original issuance of the _% Cumulative
Quarterly Income Preferred Securities, Series A (the
"Preferred Securities") under the Trust Agreement,
there is more than an insubstantial risk that (i) the
Trust is, or will be within 90 days of the date
thereof, subject to United States Federal income tax
with respect to income received or accrued on the
Debentures of the First Series, (ii) interest payable
by the Company on the Debentures of the First Series is
not, or within 90 days of the date thereof will not be,
deductible by the Company, in whole or in part, for
United States Federal income tax purposes, or (iii) the
Trust is, or will be within 90 days of the date
thereof, subject to more than a de minimis amount of
other taxes, duties or other governmental charges.
"Investment Company Event" means the occurrence of a
change in law or regulation or a change in
interpretation or application of law or regulation by
any legislative body, court, governmental agency or
regulatory authority to the effect that the Trust is or
will be considered an "investment company" that is
required to be registered under the Investment Company
Act of 1940, as amended, which change in law becomes
effective on or after the date of original issuance of
the Preferred Securities.
The Company may not redeem less than all the
Debentures of the First Series Outstanding unless all
accrued and unpaid interest (including any Additional
Interest) has been paid in full on all Debentures of
the First Series Outstanding under the Indenture for
all quarterly interest periods terminating on or prior
to the date of redemption;
8. So long as any Debentures of the First Series are
Outstanding, the failure of the Company to pay interest
on any Debentures of the First Series within 60 days
after the same becomes due and payable (whether or not
payment is prohibited by the provisions of Article
Fifteen of the Indenture) shall constitute an Event of
Default; provided, however, that a valid extension of
the interest payment period by the Company as
contemplated in Section 311 of the Indenture and
paragraph (9) of this Certificate shall not constitute
a failure to pay interest for this purpose;
9. Pursuant to Section 311 of the Indenture, so long
as the Company is not in default under the Indenture
the Company shall have the right, at any time and from
time to time during the term of the Debentures of the
First Series, to extend the interest payment period to
a period not exceeding 20 consecutive quarters from the
last Interest Payment Date to which interest was paid
in full (an "Extension Period") during which period
interest will be compounded quarterly. Prior to the
termination of the Extension Period, the Company may,
and at the end of the Extension Period the Company
shall, pay all interest accrued and unpaid (together
with interest thereon at the annual rate of _% to the
extent permitted by applicable law). Upon such payment
in full, such Extension Period shall terminate.
However, during any such Extension Period, the Company
may not (i) declare or pay any dividends or
distributions, on, or redeem, purchase, acquire or make
a liquidation payment with respect to, any of its
capital stock, or (ii) make any payment of principal,
interest or premium , if any, on or repay, repurchase
or redeem any indebtedness that is pari passu with or
junior in interest to the Debentures of the First
Series (including other Securities issued under the
Indenture), or make any guarantee payments with respect
to the foregoing (other than (a) dividends or
distributions in common stock of the Company and (b)
payment under any Guarantee). Prior to the termination
of any such Extension Period, the Company may further
extend the interest payment period, provided that such
Extension Period together with all such previous and
further extensions thereof shall not exceed 20
consecutive quarters or extend beyond the maturity date
of the Debentures of the First Series. Upon
termination of any such Extension Period and upon the
payment of all accrued and unpaid interest then due,
the Company may elect to begin a new Extension Period,
subject to the above requirements. No interest shall
be due and payable during an Extension Period, except
at the end thereof. The Company shall give the
Property Trustee, the administrative trustees named in
the Trust Agreement and the Trustee written notice of
(i) any election by the Company to initiate an
Extension Period and the duration thereof, (ii) any
election by the Company to extend an Extension Period
beyond the date on which that Extension Period is then
scheduled to terminate and the duration of such
extension and (iii) any election by the Company to make
a full payment of interest accrued on the Debentures of
the First Series on any date during an Extension Period
and the amount of such payment. The Company shall give
such notice at least one Business Day prior to the
earlier of (i) the date distributions on the Preferred
Securities are payable and (ii) the date the
administrative trustees are required to give notice to
the New York Stock Exchange or other applicable
self-regulatory organization or to holders of the
Preferred Securities of the record date or the date
such distributions are payable, but in any event not
less than one Business Day prior to such record date;
10. In the event that, at any time subsequent to the
initial authentication and delivery of the Debentures
of the First Series, the Debentures of the First Series
are to be held by a securities depositary, the Company
may at such time establish the matters contemplated in
clause (r) in the second paragraph of Section 301 of
the Indenture in an Officer's Certificate supplemental
to this Certificate;
11. No service charge shall be made for the
registration of transfer or exchange of the Debentures
of the First Series; provided, however, that the
Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be
imposed in connection with the exchange or transfer;
12. The Debentures of the First Series shall rank pari
passu with the securities issued pursuant to the
Indenture (For Unsecured Subordinated Debt Securities)
dated as of ______, 1996 between the Company and the
Trustee;
13. The Debentures of the First Series shall have such
other terms and provisions as are provided in the form
set forth in Exhibit A hereto, and shall be issued in
substantially such form;
14. In the event that the Debentures of the First
Series are distributed to holders of the Preferred
Securities upon the liquidation of the Trust, the
Company will use its best efforts to list the
Debentures of the First Series on the New York Stock
Exchange or on such other exchange or organization as
the Preferred Securities are then listed or traded;
15. The undersigned has read all of the covenants and
conditions contained in the Indenture relating to the
issuance of the Debentures of the First Series and the
definitions in the Indenture relating thereto and in
respect of which this certificate is made;
16. The statements contained in this certificate are
based upon the familiarity of the undersigned with the
Indenture, the documents accompanying this certificate,
and upon discussions by the undersigned with officers
and employees of the Company familiar with the matters
set forth herein;
17. In the opinion of the undersigned, he has made
such examination or investigation as is necessary to
express an informed opinion whether or not such
covenants and conditions have been complied with; and
18. In the opinion of the undersigned, such conditions
and covenants and conditions precedent, if any
(including any covenants compliance with which
constitutes a condition precedent) to the
authentication and delivery of the Debentures of the
First Series requested in the accompanying Company
Order have been complied with.
IN WITNESS WHEREOF, the undersigned has executed this
Officer's Certificate this ____ day of ____, 1996.
William J. Regan, Jr.
Vice President and Treasurer
No. R-1
EXHIBIT A
ENTERGY ARKANSAS, INC.
_% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES, SERIES A,
DUE ____________, ____
ENTERGY ARKANSAS, INC., a corporation duly organized and
existing under the laws of the State of Arkansas (herein referred
to as the "Company", which term includes any successor Person
under the Indenture), for value received, hereby promises to pay
to
, or registered
assigns, the principal sum of
Dollars on ____________, ____, and to
pay interest on said principal sum, from and including, _______,
1996 or from, and excluding, the most recent Interest Payment
Date through which interest has been paid or duly provided for,
quarterly on March 31, June 30, September 30 and December 31 of
each year, commencing ____________, 1996 at the rate of _% per
annum until the principal hereof is paid or made available for
payment. The amount of interest payable on any Interest Payment
Date shall be computed on the basis of a 360-day year of twelve
30-day months. Interest on the Securities of this series will
accrue from, and including, _______, 1996 through the first
Interest Payment Date, and thereafter will accrue, from, and
excluding, the last Interest Payment Date through which interest
has been paid or duly provided for. In the event that any
Interest Payment Date is not a Business Day, then payment of the
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 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 the Interest Payment
Date. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest,
which shall be the Business Day next preceding such Interest
Payment Date. 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 Security (or one or more Predecessor Securities)
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 Securities
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 on
which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully
provided in the Indenture referred to on the reverse hereof.
Payment of the principal of and premium, if any, and
interest on this Security will be made at the office or agency of
the Company maintained for that purpose in The City of New York,
the State of New York 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, provided, however, that, at
the option of the Company, interest on this Security may be paid
by check mailed to the address of the person entitled thereto, as
such address shall appear on the Security Register.
Reference is hereby made to the further provisions of
this Security 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 referred to on the reverse hereof by
manual signature, this Security 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.
ENTERGY ARKANSAS, INC.
By:_______________________________________
ATTEST:
____________________________
CERTIFICATE OF AUTHENTICATION
Dated: _____ __, 1996
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By:_______________________________________
Authorized Signatory
REVERSE OF _% JUNIOR SUBORDINATED
DEFERRABLE INTEREST DEBENTURE, SERIES A, DUE ____________, ____
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture,
dated as of ______, 1996 (herein, together with any amendments
thereto, called the "Indenture", which term shall have the
meaning assigned to it in such instrument), between the Company
and The Bank of New York, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture,
including the Board Resolutions and Officer's Certificate filed
with the Trustee on _______, 1996 creating the series designated
on the face hereof, for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the
Company, the Trustee and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to
$__________.
The Securities of this series are subject to redemption
upon not less than 30 nor more than 60 days' notice by mail, at
any time on or after _______, 2001 as a whole or in part, at the
election of the Company, at a redemption price equal to 100% of
the principal amount, together in the case of any such redemption
with accrued and unpaid interest, including Additional Interest,
to, but not including, the redemption date, but interest
installments whose Stated Maturity is on or prior to such
redemption date will be payable to the Holder of such Security,
or one or more Predecessor Securities, of record at the close of
business on the related Regular Record Date referred to on the
face hereof, all as provided in the Indenture.
The Securities of this series will also be redeemable
at the option of the Company if a Tax Event or an Investment
Company Event shall occur and be continuing, in whole but not in
part on any date within 90 days of the occurrence of such Tax
Event or Investment Company Event, at a redemption price equal to
100% of the principal amount of the Securities of this series
then Outstanding plus any accrued and unpaid interest, including
Additional Interest, if any, to the redemption date, upon not
less than 30 nor more than 60 days' notice given as provided in
the Indenture. "Tax Event" means the receipt by Entergy Arkansas
Capital I, a Delaware statutory business trust (the "Trust") of
an opinion of counsel experienced in such matters to the effect
that, as a result of any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or
taxing authority thereof or therein affecting taxation, or as a
result of any official administrative pronouncement or decision
interpreting or applying such laws or regulations, which
amendment or change is effective or which pronouncement or
decision is announced on or after the date of original issuance
of the _% Cumulative Quarterly Income Preferred Securities,
Series A (the "Preferred Securities") under the Trust Agreement,
there is more than an insubstantial risk that (i) the Trust is,
or will be within 90 days of the date thereof, subject to United
States Federal income tax with respect to income received or
accrued on the Securities of this series, (ii) interest payable
by the Company on the Securities of this series not, or within 90
days of the date thereof will not be, deductible by the Company,
in whole or in part, for United States Federal income tax
purposes, or (iii) the Trust is, or will be within 90 days of the
date thereof, subject to more than a de minimis amount of other
taxes, duties or other governmental charges. "Investment Company
Event" means the occurrence of a change in law or regulation or a
change in interpretation or application of law or regulation by
any legislative body, court, governmental agency or regulatory
authority to the effect that the Trust is or will be considered
an "investment company" that is required to be registered under
the Investment Company Act of 1940, as amended, which change in
law becomes effective on or after the date of original issuance
of the Preferred Securities.
In the event of redemption of this Security in part
only, a new Security or Securities of this series and of like
tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.
The indebtedness evidenced by this Security 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, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of
this Security, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee
on his 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 attorney-in-fact for
any and all such purposes. Each Holder hereof, by his 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.
The Indenture contains provisions for defeasance at any
time of the entire indebtedness of this Security upon compliance
with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect 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 Securities 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 a majority in principal amount of the
Securities at the time Outstanding of all series to be affected.
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of
all Securities 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 Security shall be
conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Security.
As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right
to institute any proceeding with respect to the Indenture or for
the appointment of a receiver or trustee or for any other remedy
thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with
respect to the Securities of this series, the Holders of not less
than a majority in aggregate principal amount of the Securities
of all series at the time Outstanding in respect of which an
Event of Default shall have occurred and be continuing shall have
made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in aggregate principal
amount of Securities of all series at the time Outstanding in
respect of which an Event of Default shall have occurred and be
continuing a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the
respective due dates expressed herein.
No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or
currency, herein prescribed.
So long as the Company is not in default under the
Indenture the Company has the right, at any time and from time to
time during the term of the Securities of this series, to extend
the interest payment period to a period not exceeding 20
consecutive quarters (an "Extended Interest Payment Period").
Prior to the termination of the Extended Interest Payment Period
the Company may, and at the end of such Extended Interest Payment
Period the Company shall, pay all interest then accrued and
unpaid (together with interest thereon at the annual rate of _%
to the extent permitted by applicable law) and upon such payment
in full, such Extended Interest Payment Period shall terminate.
However, during such Extended Interest Payment Period the Company
shall not declare or pay any dividends or distributions on, or
redeem, purchase, acquire or make a liquidation payment with
respect to, any of its capital stock, or make any payment of
principal on, interest or premium if any, on or repay, repurchase
or redeem any indebtedness that is pari passu with or junior in
interest to the Securities of this series (including other
Securities issued under the Indenture), or make any guarantee
payments with respect to the foregoing (other than dividends or
distributions in common stock of the Company and payments under
any Guarantee). Prior to the termination of any such Extended
Interest Payment Period, the Company may further extend the
interest payment period, provided that such Extended Interest
Payment Period, together with all such previous and further
extensions thereof, may not exceed 20 consecutive quarters or
extend beyond the Stated Maturity of the Securities of this
series. Upon termination of any such Extended Interest Payment
Period and upon the payment of all accrued and unpaid interest
then due, the Company may elect to begin a new Extended Interest
Payment Period, subject to the above requirements. No interest
shall be due and payable during an Extended Interest Payment
Period, except at the end thereof. The Company shall give the
Property Trustee, the administrative trustees named in the Trust
Agreement and the Trustee written notice of (i) any election by
the Company to initiate an Extended Interest Payment Period and
the duration thereof, (ii) any election by the Company to extend
an Extended Interest Payment Period beyond the date on which that
Extended Interest Payment Period is then scheduled to terminate
and the duration of such extension and (iii) any election by the
Company to make a full payment of interest accrued on the
Securities of this series on any date during an Extended Interest
Payment Period. The Company shall give such notice at least one
Business Day prior to the earlier of (i) the date distributions
on the Preferred Securities are payable and (ii) the date the
Administrative Trustees are required to give notice to the New
York Stock Exchange or other applicable self-regulatory
organization or to holders of the Preferred Securities of the
record date or the date such distributions are payable, but in
any event not less than one Business Day prior to such record
date.
The Securities of this series 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 therein set forth, Securities of
this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor and of
authorized denominations, as requested by the Holder surrendering
the same.
As provided in the Indenture, the Company shall not be
required to make transfers or exchanges of Securities of this
series for a period of 15 days immediately preceding the date of
the mailing of any notice of redemption of such Securities and
the Company shall not be required to make transfers or exchanges
of any Securities of this series so selected for redemption in
whole or in part (except the unredeemed portion of thereof).
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.
The Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security
is registered as the absolute owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.