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EXHIBIT 4-A
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SECOND SUPPLEMENTAL INDENTURE
between
HERCULES INCORPORATED,
as Issuer
and
THE CHASE MANHATTAN BANK,
as Trustee
Dated as of July 6, 1999
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TABLE OF CONTENTS
Page
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ARTICLE 1
SECTION 1.01. Application of Articles 1 and 2..................................................2
SECTION 1.02. Amendment of Interest Rate Calculation on the Subordinated Notes.................2
SECTION 1.03. Certain Definitions..............................................................3
SECTION 1.04. Amendment of the Subordinated Notes..............................................3
ARTICLE 2
SECTION 2.01. Elimination of Remarketing.......................................................4
ARTICLE 3
SECTION 3.01. Ratification of Base Indenture and First Supplemental Indenture:
Second Supplemental Indenture Controls............................................4
SECTION 3.02. Trustee Not Responsible for Recitals..............................................5
SECTION 3.03. Governing Law.....................................................................5
SECTION 3.04. Severability......................................................................5
SECTION 3.05. Counterparts......................................................................5
SECTION 3.06. Terms Defined.....................................................................5
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SECOND SUPPLEMENTAL INDENTURE, dated as of July 6, 1999 (the "SECOND
SUPPLEMENTAL INDENTURE"), between Hercules Incorporated, a Delaware corporation
(the "Company"), and The Chase Manhattan Bank, a New York banking corporation,
as trustee (the "TRUSTEE").
WHEREAS, the Company and the Trustee are parties to the Junior Subordinated
Debentures Indenture dated as of November 12, 1998 between the Company and the
Trustee (the "BASE INDENTURE"), as supplemented by a First Supplemental
Indenture dated as of November 12, 1998 between the Company and the Trustee (the
"FIRST SUPPLEMENTAL INDENTURE" and together with the Base Indenture and this
Second Supplemental Indenture, the "INDENTURE");
WHEREAS, the Company executed and delivered the Base Indenture to the
Trustee to provide for the issuance of the Company's unsecured junior
subordinated debentures (the "DEBENTURES") to be issued from time to time in one
or more series as might be determined by the Company under the Indenture, in an
unlimited aggregate principal amount which may be authenticated and delivered as
provided in the Base Indenture;
WHEREAS, pursuant to the terms of the Indenture in the First Supplemental
Indenture, the Company provided for the establishment of a new series of its
Debentures known as its Auction Rate Reset Junior Subordinated Notes Series A
(the "SUBORDINATED NOTES");
WHEREAS, the Indenture provides that the Company and the Trustee may amend
the Indenture, with the consent of each Holder of any Debenture affected
thereby, to provide for, among other things, a change in the rate of interest or
the manner of calculation thereof;
WHEREAS, the Company and the Trustee desire to modify certain provisions of
the Indenture to reflect a modification in the amount of calculation of the rate
of interest on the Subordinated Notes and to provide that no Remarketing of the
Subordinated Notes shall occur;
WHEREAS, all things necessary to make this Second Supplemental Indenture a
valid indenture and agreement according to its terms have been done;
NOW THEREFORE, in consideration of the purchase and acceptance of the
Subordinated Notes by the Holder thereof, and for the purpose of amending and
restating certain terms of the Indenture relating to the manner of calculation
of the rate of interest on the Subordinated Notes, and relating to the
Remarketing, the Company covenants and agrees with the Trustee as follows:
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ARTICLE 1
SECTION 1.01. Application of Articles 1 and 2. The provisions of Articles
One and Two hereof shall apply to the Subordinated Notes and the certificates
therefor shall be appropriately amended.
SECTION 1.02. Amendment of Interest Rate Calculation on the Subordinated
Notes. Section 2.05 of the First Supplemental Indenture is hereby amended to
read in its entirety as follows:
"Section 2.05. Interest. (a) Interest on the principal amount of each
Subordinated Note will accrue and be payable at a rate (the "INTEREST
RATE") per annum equal to from and including the date of issuance to but
excluding the date each principal amount is paid, LIBOR plus 175 basis
points, compounded quarterly; provided that, notwithstanding the foregoing,
if the Company fails to pay the principal amount on the date such amount
becomes due, then from and including such due date to but excluding the
date such principal amount is paid, interest shall be paid at the Default
Rate, compounded quarterly, but only to the extent permitted by applicable
law.
(b) Interest that is not paid when due will bear additional interest
thereon compounded quarterly at the applicable periodic Interest Rate
specified above (to the extent permitted by applicable law). The term
"INTEREST", as used herein, includes any such additional interest and
Additional Interest unless otherwise stated.
(c) Interest on the Subordinated Notes will be cumulative, will be
payable quarterly in arrears on February 12, May 12, August 12 and November
12 of each year, commencing February 12, 1999, and on the Maturity Date
(each an "INTEREST PAYMENT DATE"), will accumulate from and including the
most recent date to which interest has been paid or, if no interest has
been paid, from November 12, 1998, to but excluding the related Interest
Payment Date, except as otherwise described below.
The Interest Rate in effect for the period from and including November
12, 1998 to but excluding February 12, 1999 shall be the rate determined by
the Calculation Agent two London Banking Days prior to November 12, 1998
and shall equal LIBOR plus 175 basis points. The Interest Rate in effect
thereafter, for each quarterly period from and including the immediately
preceding Interest Payment Date to but excluding the applicable Interest
Payment Date, shall be determined by the Calculation Agent two London
Banking Days prior to such immediately preceding Interest Payment Date and
shall equal LIBOR plus 175 basis points. The amount of interest payable for
any quarterly period shall be computed on the basis of a year of 360 days
and paid for the actual number of days elapsed (including the first day but
excluding the last day). Except as provided in the last sentence of this
paragraph, the amount of interest payable for any period shorter than a
full quarterly period for which interest is computed will be computed on
the basis of the actual number of days elapsed per 30-day month. If an
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Interest Payment Date is not a Business Day, then such Interest Payment
Date will be the next succeeding Business Day, except if such Business Day
is in the next succeeding calendar month, such Interest Payment Date will
be the immediately preceding Business Day.
(d) Interest shall be paid to the Person in whose name the
Subordinated Note or any predecessor Subordinated Note is registered on the
books and records of the Company, at the close of business on the Regular
Record Date for such interest installment, which, in respect of
Subordinated Notes of which the Property Trustee is the Holder and the
related Preferred Securities are in book-entry only form or a Global
Subordinated Note, shall be the close of business on the Business Day next
preceding that Interest Payment Date (the "REGULAR RECORD DATE"). If the
Subordinated Notes are not represented by a Global Subordinated Note, the
Regular Record Date for such interest installment shall be fifteen (15)
days prior to that Interest Payment Date.
(e) If at any time while the Property Trustee is the Holder of any
Subordinated Notes, the Trust or the Property Trustee is required to pay
any taxes, duties, assessments or governmental charges of whatever nature
(other than withholding taxes) imposed by the United States, or any other
taxing authority, then, in any such case, the Company will pay as
additional interest ("ADDITIONAL INTEREST") on the Subordinated Notes held
by the Property Trustee, such additional amounts as shall be required so
that the net amounts received and retained by the Trust and the Property
Trustee after paying such taxes, duties, assessments or other governmental
charges will be equal to the amounts the Trust and the Property Trustee
would have received had no such taxes, duties, assessments or other
government charges been imposed."
SECTION 1.03. Certain Definitions. Section 1.01 of the First Supplemental
Indenture is hereby amended by:
(a) changing the reference to Section 2.05(d) in the definition of
"Interest Payment Date" to Section 2.05(c);
(b) changing the reference to Section 2.05(e) in the definition of
"Regular Record Date" to Section 2.05(d); and
(c) deleting the definitions of "Pre-Remarketing Interest Payment Date"
and "Pre-Remarketing Regular Record Date". Any and all remaining references to
such terms in the First Supplemental Indenture shall be deemed to be references
to "Interest Payment Date" and "Regular Record Date", respectively.
SECTION 1.04. Amendment of the Subordinated Notes. The Company shall
execute replacement Subordinated Notes in the form attached hereto as Exhibit A
to reflect the amended terms provided for in this Second Supplemental Indenture,
and the Trustee shall authenticate and make such new Subordinated Notes
available for delivery to the Holders of the Subordinated
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Notes upon surrender of the prior certificates therefor. The surrendered prior
certificates representing the Subordinated Notes shall be canceled by the
Trustee and shall no longer be outstanding.
ARTICLE 2
SECTION 2.01. Elimination of Remarketing: (a) The definition of "Maturity
Date" contained in Section 1.01 of the First Supplemental Indenture is hereby
amended to read in its entirety as follows:
""MATURITY DATE" means the earlier to occur of: (i) November 10,
1999 and (ii) the ninetieth day following the issuance by the
Company of shares of Common Stock in a public offering occurring
after the date hereof, underwritten by Banc of America
Securities, LLC and generating gross proceeds from sales to the
public of not less than $150 million. The Company shall promptly
notify the Trustees of an event specified in clause (ii),
specifying the date thereof and the Maturity Date."
(b) Article 10 of the First Supplemental Indenture is hereby
amended by:
(i) inserting as the first section thereof the following new
Section 10.01A:
"Notwithstanding anything contained herein or in any Subordinated
Note to the contrary, no Remarketing shall occur, no Reset Date
shall be established or shall occur and the Company shall repay
the Subordinated Notes on the Maturity Date in accordance with
their terms."
(ii) deleting each of Sections 10.02, 10.03, 10.04, 10.05
and 10.06 in its entirety.
ARTICLE 3
SECTION 3.01. Ratification of Base Indenture and First Supplemental
Indenture: Second Supplemental Indenture Controls. The Base Indenture, as
supplemented by the First Supplemental Indenture and this Second Supplemental
Indenture, is in all respects ratified and confirmed, and this Second
Supplemental Indenture shall be deemed part of the Base Indenture in the manner
and to the extent herein and therein provided. The provisions of this Second
Supplemental Indenture shall supersede the provisions of the Base Indenture and
the First
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Supplemental Indenture to the extent the Base Indenture or the First
Supplemental Indenture is inconsistent herewith.
SECTION 3.02. Trustee Not Responsible for Recitals. 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 Second Supplemental
Indenture.
SECTION 3.03. Governing Law. This Second Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
as applied to contracts made and performed within the State of New York, without
regard to its principles of conflicts of laws.
SECTION 3.04. Severability. If any provision in the Base Indenture, the
First Supplemental Indenture, this Second Supplemental Indenture or in the
Subordinated Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
SECTION 3.05. Counterparts. The parties may sign any number of copies of
this Second Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. Any signed copy shall be
sufficient proof of this Second Supplemental Indenture.
SECTION 3.06. Terms Defined. All terms defined elsewhere in the Indenture
shall have the same meanings when used herein.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the day and year first above written.
HERCULES INCORPORATED,
as Issuer
By: /s/ George MacKenzie
---------------------------------
Name: George MacKenzie
Title: Senior Vice President and
Chief Financial Officer
THE CHASE MANHATTAN BANK,
as Trustee
By: /s/ J.C. Progar
---------------------------------
Name: Joseph C. Progar
Title: Authorized Officer
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EXHIBIT A
[FORM OF SUBORDINATED NOTE]
THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2)
AGREES THAT IT WILL NOT PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE
TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES
ACT (OR ANY SUCCESSOR PROVISION) RESELL OR OTHERWISE TRANSFER THE SECURITY
EVIDENCED HEREBY EXCEPT (A) TO HERCULES INCORPORATED OR ANY SUBSIDIARY THEREOF
OR (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT, (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE
SECURITY EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND AND (4) AGREES WITH RESPECT TO ANY TRANSFER OTHER THAN TO THE
PROPERTY TRUSTEE, TO PROVIDE TO THE INDENTURE TRUSTEE A DULY EXECUTED
CERTIFICATE SUBSTANTIALLY TO THE EFFECT OF CLAUSES (1), (2) AND (3), ABOVE. AT
THE REQUEST OF THE HOLDER, THIS LEGEND WILL BE REMOVED AFTER THE EXPIRATION OF
THE HOLDING PERIOD APPLICABLE TO THE SALE OF THE SECURITY EVIDENCED HEREBY UNDER
RULE 144(K) UNDER THE SECURITIES ACT.
THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL
INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE
DATE AND YIELD TO MATURITY WILL BE PROMPTLY MADE AVAILABLE UPON REQUEST TO THE
VICE PRESIDENT - TAXES (AT (302) 594-5887) OR THE SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER (AT (302) 594-5175), HERCULES INCORPORATED, HERCULES
PLAZA, 1313 NORTH MARKET STREET, WILMINGTON, DE 19894-0001.
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No. CUSIP NO. 427056 AS 5
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HERCULES INCORPORATED
AUCTION RATE RESET JUNIOR SUBORDINATED NOTE SERIES A
Hercules Incorporated, a Delaware corporation (the "COMPANY", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay the principal sum of _________
Dollars ($ ) on November 10, 1999, or such other date as may be provided
pursuant to the terms of the Indenture.
Interest on the principal amount of this Subordinated Note will accrue and
be payable at a rate (the "INTEREST RATE") per annum equal to from and including
the date of issuance to but excluding the date each principal amount is paid,
LIBOR plus 175 basis points, compounded quarterly; provided that,
notwithstanding the foregoing, if the Company fails to pay the principal amount
on the date such amount becomes due, then from and including such due date to
but excluding the date such principal amount is paid, interest shall be paid at
the Default Rate, compounded quarterly, but only to the extent permitted by
applicable law.
Interest that is not paid when due will bear additional interest thereon
compounded quarterly at the applicable periodic Interest Rate specified above
(to the extent permitted by applicable law). The term "INTEREST", as used
herein, includes any such additional interest and Additional Interest unless
otherwise stated.
Interest on this Subordinated Note will be cumulative, will be payable
quarterly in arrears on February 12, May 12, August 12 and November 12 of each
year, commencing February 12, 1999, and on the Maturity Date (each an "INTEREST
PAYMENT DATE"), will accumulate from and including the most recent date to which
interest has been paid or, if no interest has been paid, from November 12, 1998,
to but excluding the related Interest Payment Date, except as otherwise
described below.
The Interest Rate in effect for the period from and including November 12,
1998 to but excluding February 12, 1999 shall be the rate determined by the
Calculation Agent two London Banking Days prior to November 12, 1998 and shall
equal LIBOR plus 175 basis points. The Interest Rate in effect thereafter, for
each quarterly period from and including the immediately preceding Interest
Payment Date to but excluding the applicable Interest Payment Date, shall be
determined by the Calculation Agent two London Banking Days prior to such
immediately preceding Interest Payment Date and shall equal LIBOR plus 175 basis
points. The amount of interest payable for any quarterly period shall be
computed on the basis of a year of 360 days and paid for the actual number of
days elapsed (including the first day but excluding the last day). Except as
provided in the last sentence of this paragraph, the amount of interest payable
for any period shorter than a full quarterly period for which interest is
computed will be computed on the
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basis of the actual number of days elapsed per 30-day month. If an Interest
Payment Date is not a Business Day, then such Interest Payment Date will be the
next succeeding Business Day, except if such Business Day is in the next
succeeding calendar month, such Interest Payment Date will be the immediately
preceding Business Day.
Interest shall be paid to the Person in whose name this Subordinated Note
or any predecessor Subordinated Note is registered on the books and records of
the Company, at the close of business on the Regular Record Date for such
interest installment, which, so long as the Holder of this Subordinated Note is
the Property Trustee and the related Preferred Securities are in book-entry only
form or a Global Subordinated Note, shall be the close of business on the
Business Day next preceding that Interest Payment Date (the "REGULAR RECORD
DATE"). If this Subordinated Note is not represented by a Global Subordinated
Note, the Regular Record Date for such interest installment shall be fifteen
(15) days prior to that Interest Payment Date.
The indebtedness evidenced by this Subordinated Note is, to the extent
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all existing and future Senior Indebtedness, and this
Subordinated Note is issued subject to the provisions of the Indenture with
respect thereto. Each Holder of this Subordinated Note, 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 Subordinated Note 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.
The provisions of this Subordinated Note 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.
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IN WITNESS WHEREOF, the Company has caused this instrument to be executed.
HERCULES INCORPORATED
By:
-------------------------------
Name:
Title
Attest:
By:
-----------------------------
Name:
Title:
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[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
This is one of the Subordinated Notes of the series of Debentures described in
the within-mentioned Indenture.
Dated:
THE CHASE MANHATTAN BANK,
as Trustee or as Authentication Agent
By By
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Authorized Signatory Authorized Signatory
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[FORM OF REVERSE OF NOTE]
This Subordinated Note 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 a Junior Subordinated Debenture Indenture dated as of November 12, 1998, duly
executed and delivered between the Company and The Chase Manhattan Bank, as
Trustee (the "TRUSTEE"), as supplemented by the First Supplemental Indenture
dated as of November 12, 1998, between the Company and the Trustee and the
Second Supplemental Indenture dated as of July 6, 1999, between the Company and
the Trustee (the Indenture as so supplemented, 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
Subordinated Notes. By the terms of the Indenture, the Debentures are issuable
thereunder in series that may vary as to amount, date of maturity, rate of
interest and in other respects as provided in the Indenture. This series of
Debentures is limited in aggregate principal amount as specified in said First
Supplemental Indenture and herein sometimes referred to as the "SUBORDINATED
NOTES."
Because of the occurrence and continuation of a Special Event, in certain
circumstances, this Subordinated Note may become due and payable at the
principal amount together with any interest accrued thereon (the "REDEMPTION
PRICE"). The Redemption Price shall be paid prior to 12:00 noon, New York City
time, on the date of such redemption or at such earlier time as the Company
determines.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Subordinated Notes 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 permitting the Company and the Trustee,
with the consent of the Holders of at least a majority in aggregate principal
amount of the Debentures of each series affected thereby then outstanding (and,
in the case of any series of Debentures held as assets of a Trust and with
respect to which a Dissolution Event has not theretofore occurred, such consent
of holders of the Preferred Securities and the Common Securities of such Trust
as may be required under the Trust Agreement), as defined in the Indenture, to
reduce the principal amount of such Debentures; reduce the percentage of the
principal amount of such Debentures the Holders of which must consent to an
amendment of this Indenture or a waiver; change (i) the stated maturity of the
principal of or the interest on such Debentures, or (ii) the rate of interest
(or the manner of calculation thereof) on such Debentures, change adversely to
the Holders the redemption, conversion or exchange provisions applicable to such
Debentures, if any; change the currency in respect of which the payments on such
Debentures are to be made; make any change in the Subordination provisions of
the Indenture (Article 10) that adversely affects the rights of the Holders of
the Debentures or any change to any other Section hereof that adversely affects
their rights; or change the direct action rights of holders of Preferred
Securities; provided that, in
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the case of the outstanding Debentures of a series then held by a Trust, no such
amendment shall be made that adversely affects the holders of the Preferred
Securities of that Trust, and no waiver of any Event of Default with respect to
the Debentures of that series or compliance with any covenant under this
Indenture shall be effective, without the prior consent of the holders of at
least a majority of the aggregate liquidation amount of the outstanding
Preferred Securities of that Trust or the holder of each such Preferred
Security, as applicable.
A supplemental indenture that changes or eliminates any covenant or other
provision of this Indenture that has expressly been included solely for the
benefit of one or more particular series of Debentures, or which modifies the
rights of the Holders of Debentures of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Debentures of any other series.
No reference herein to the Indenture and no provision of this Subordinated
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 premium, if
any, and interest on this Subordinated Note at the time and place and at the
rate or rates and in the currency herein prescribed.
As provided in the Indenture and subject to certain limitations herein and
therein set forth, this Subordinated Note is transferable by the registered
Holder hereof on the Register of the Company, upon surrender of this
Subordinated Note for registration of transfer at the office or agency of the
Trustee in the City and State of New York 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 attorney duly authorized in
writing, and thereupon one or more new Subordinated Notes 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 Subordinated
Note, the Company, the Trustee, any paying agent and the Registrar may deem and
treat the registered holder hereof as the absolute owner hereof (whether or not
this Subordinated Note shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the 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 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 Subordinated Note, 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
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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 Subordinated Notes of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple of $1,000
thereof. The Subordinated Notes may be transferred or exchanged only in minimum
denominations of $100,000 and integral multiples of $1,000 in excess thereof,
and any attempted transfer, sale or other disposition of Subordinated Notes in a
denomination of less than $100,000 shall be deemed void and of no legal effect
whatsoever.
All terms used in this Subordinated Note that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
THE INDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS
PRINCIPLES OF CONFLICTS OF LAWS.
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