EXHIBIT 4.2
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FIRST SUPPLEMENTAL INDENTURE
between
The Bear Stearns Companies Inc.
and
The Chase Manhattan Bank
Dated as of January 29, 1997
Fixed/Adjustable Rate Junior Subordinated Deferrable Interest Debentures,
due
January 15, 2027
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TABLE OF CONTENTS
Page
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definition of Terms . . . . . . . . . . . . . 2
ARTICLE 2
GENERAL TERMS AND CONDITIONS OF THE
DEBENTURES
SECTION 2.01. Designation and Principal Amount . . . . . . 8
SECTION 2.02. Stated Maturity . . . . . . . . . . . . . . . 8
SECTION 2.03. Form and Payment; Minimum Transfer
Restriction . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 2.04. Exchange and Registration of Transfer of
Debentures; Restrictions on Transfers; Depositary . . . 9
SECTION 2.05. Interest . . . . . . . . . . . . . . . . . . 13
ARTICLE 3
REDEMPTION AND PREPAYMENT OF THE
DEBENTURES
SECTION 3.01. Optional Redemption by Company . . . . . . . . 15
SECTION 3.02. Tax Event Prepayment . . . . . . . . . . . . . 16
SECTION 3.03. Notice of Prepayment . . . . . . . . . . . . . 16
ARTICLE 4
EXTENSION OF INTEREST PAYMENT PERIOD
SECTION 4.01. Extension of Interest Payment Period . . . . 17
SECTION 4.02. Notice of Extension . . . . . . . . . . . . . 17
ARTICLE 5
EXPENSES
SECTION 5.01. Payment of Expenses . . . . . . . . . . . . . 18
SECTION 5.02. Payment upon Resignation or Removal . . . . . 19
ARTICLE 6
FORM OF DEBENTURE
SECTION 6.01. Form of Debenture . . . . . . . . . . . . . . 19
ARTICLE 7
ORIGINAL ISSUE OF DEBENTURES
SECTION 7.01. Original Issue of Debentures . . . . . . . . 19
ARTICLE 8
MISCELLANEOUS
SECTION 8.01. Ratification of Indenture; First Supplemental
Indenture Controls . . . . . . . . . . . . . 20
SECTION 8.02. Trustee Not Responsible for Recitals . . . . 20
SECTION 8.03. Governing Law . . . . . . . . . . . . . . . . 20
SECTION 8.04. Separability . . . . . . . . . . . . . . . . 20
SECTION 8.05. Counterparts . . . . . . . . . . . . . . . . 20
FIRST SUPPLEMENTAL INDENTURE, dated as of January 29, 1997
(the "First Supplemental Indenture"), between The Bear Stearns
Companies Inc., a Delaware corporation (the "Company"), and The Chase
Manhattan Bank, as trustee (the "Trustee") under the Indenture dated
as of January 29, 1997 between the Company and the Trustee (the "Base
Indenture" and together with the First Supplemental Indenture, the
"Indenture").
WHEREAS, the Company executed and delivered the Base
Indenture to the Trustee to provide for the future issuance of the
Company's unsecured subordinated 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 Base Indenture, the
Company desires to provide for the establishment of a new series of
its unsecured subordinated debentures to be known as its
Fixed/Adjustable Rate Junior Subordinated Deferrable Interest
Debentures due January 15, 2027 (the "Original Debentures"), and to
provide for, if and when issued in exchange for the Original
Debentures pursuant to the Indenture and the Registration Rights
Agreement, a series of its unsecured subordinated debentures to be
known as its Fixed/Adjustable Rate Junior Subordinated Deferrable
Interest Exchange Debentures due January 15, 2027 (the "Exchange
Debentures" and together with the Original Debentures, the
"Debentures"), the form and substance of such Debentures and the
terms, provisions and conditions thereof to be set forth as provided
in the Base Indenture and this First Supplemental Indenture;
WHEREAS, Bear Stearns Capital Trust I, a Delaware statutory
business trust (the "Trust"), has offered to the purchasers (the
"Purchasers") named in Schedule I to the Purchase Agreement (the
"Purchase Agreement") dated as of January 22, 1997 among the
Purchasers, the Trust and the Company in a private placement
$200,000,000 aggregate liquidation amount of its Fixed/Adjustable Rate
Capital Securities (the "Initial Capital Securities"), representing
undivided beneficial interests in the assets of the Trust and proposes
to invest the proceeds from such offering in $200,000,000 aggregate
principal amount of the Debentures;
WHEREAS, the Trust may offer and issue Fixed/Adjustable Rate
Exchange Capital Securities (the "Exchange Capital Securities") in
exchange for the Initial Capital Securities pursuant to the
Registration Rights Agreement; and
WHEREAS, the Company has requested that the Trustee execute
and deliver this First Supplemental Indenture; all requirements
necessary to make this First Supplemental
Indenture a valid instrument in accordance with its terms, and to make
the Debentures, when executed by the Company and authenticated and
delivered by the Trustee, the valid obligations of the Company, have
been performed; and the execution and delivery of this First
Supplemental Indenture has been duly authorized in all respects.
NOW THEREFORE, in consideration of the purchase and
acceptance of the Debentures by the Holders thereof, and for the
purpose of setting forth, as provided in the Base Indenture, the form
and substance of the Debentures and the terms, provisions and
conditions thereof, the Company covenants and agrees with the Trustee
as follows:
ARTICLE I.
DEFINITIONS
SECTION 1.01. Definition of Terms. For all purposes of the
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First Supplemental Indenture, except as otherwise expressly provided
or unless the context otherwise requires:
(a) the terms which are defined in the Base Indenture have
the same meanings when used in this First Supplemental Indenture;
(b) the terms defined in this Article have the meaning
assigned to them in this Article and include the plural as well as the
singular;
(c) all other terms used herein which are defined in the
Trust Indenture Act, whether directly or by reference therein, have
the meanings assigned to them therein;
(d) all accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with generally accepted
accounting principles in the United States of America, and, except as
otherwise herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation required or
permitted hereunder shall mean such accounting principles as are
generally accepted in the United States of America at the date of such
computation;
(e) a reference to a Section or Article is to a Section or
Article of this First Supplemental Indenture;
(f) the words "herein"' "hereof" and "hereunder" and other
words of similar import refer to this First Supplemental Indenture as
a whole and not to any particular Article, Section or other
subdivision;
(g) headings are for convenience of reference only and do
not affect interpretation; and
(h) the following terms have the meanings given to them in
the Trust Agreement: (i) Affiliate; (ii) Administrators; (iii)
Business Day; (iv) Clearing Agency; (v) Capital Securities
Certificate; (vi) Closing Date; (vii) Common Securities;
(viii) Delaware Trustee; (ix) Distribution; (x) Exchange Act;
(xi) Guarantee; (xii) Like Amount; (xiii) Property Trustee; (xiv)
PORTAL Market; (xv) QIB; (xvi) Rule 144A; (xvii) Rule 144(k);
(xviii) Tax Event; and (xix) Trust Securities.
(i) References herein to the prepayment of the Debentures
shall be deemed to be references to the redemption of the Debentures
for the purposes of Article III of the Base Indenture.
"Additional Sums" means the additional amounts as may be
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necessary in order that the amount of Distributions then due and
payable by the Trust on the outstanding Capital Securities and Common
Securities shall not be reduced as a result of any additional taxes,
duties and other governmental charges to which the Trust has become
subject as a result of a Tax Event.
"Adjusted CMT Rate" means, with respect to any prepayment
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date, the CMT Rate plus 0.475%.
"Applicable Rate" with respect to interest on the Debentures
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shall be the rate determined by the Calculation Agent on any
Applicable Rate Determination Date to be a rate equal to three-month
LIBOR plus 1.75%. For this purpose, LIBOR shall be calculated in
accordance with the following provisions:
(i) With respect to an Applicable Rate Determination Date,
LIBOR will be determined on the basis of the offered rate
for three-month deposits in U.S. dollars, commencing on the
second London Banking Day immediately following such
Applicable Rate Determination Date, which appears on
Telerate page 3750 (or such other page as may replace such
Telerate page 3750 for the purpose of displaying London
interbank rates of major banks), as of 11:00 A.M., London
time, on such Applicable Rate Determination Date. If no
rate appears on Telerate page 3750 (or such other page as
may replace such page), LIBOR in respect of that Applicable
Rate Determination Date will be determined as if the parties
had specified the rate described in (ii) below.
(ii) With respect to an Applicable Rate Determination Date
on which no offered rate appears on Telerate page 3750 (or
such other page), as applicable, as described in (i) above,
LIBOR will be determined on the basis of the rates at
approximately 11:00 A.M., London time, on such Applicable
Rate Determination Date at which three-month deposits in
U.S. dollars are offered to prime banks in the London
interbank market by four major banks in the London interbank
market selected by the Calculation Agent commencing on the
second London Banking Day immediately following such
Applicable Rate Determination Date and in a principal amount
equal to an amount of not less than $1,000,000 that is
representative of a single transaction in such market at
such time. The Calculation Agent will request the principal
London office of each of such banks to provide a quotation
of its rate. If at least two such quotations are provided,
LIBOR for such Applicable Rate Determination Date will be
the arithmetic mean of such quotations. If fewer than two
quotations are provided, LIBOR for such Applicable Rate
Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 A.M., New York City time, on
such Applicable Rate Determination Date by three major banks
in the City of New York, selected by the Calculation Agent
for loans in U.S. dollars to leading European banks, having
a maturity of three months and commencing on the second
London Banking Day immediately following such Applicable
Rate Determination Date and in a principal amount equal to
an amount of not less than $1,000,000 that is representative
of a single transaction in such market at such time;
provided, however, that if the banks selected as aforesaid
by the Calculation Agent are not quoting as mentioned in
this sentence, LIBOR will be LIBOR in effect on such
Applicable Rate Determination Date, provided further,
however, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this
sentence and such Applicable Rate Determination Date is
prior to January 15, 2002 or prior to the first Applicable
Rate Determination Date on which LIBOR can be determined as
aforesaid, the Applicable Rate for the following Applicable
Rate Reset Date shall be the Coupon Rate.
"Applicable Rate Determination Date" shall mean the second
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London Banking Day preceding each Applicable Rate Reset Date.
"Applicable Rate Reset Date" shall mean January 15, 2002 and
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the 15th of each April, July, October and January thereafter until
October 15, 2026.
"Calculation Agent" means Bear, Stearns & Co. Inc.
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"CMT Rate" will be determined by the Calculation Agent in
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accordance with the following provisions:
(i) the CMT Rate will be determined on the basis of the
latest rate displayed at the close of business 10 Business Days
before the date of a Tax Event Prepayment on (x) Telerate page
7055 for "Yields on Treasury Constant Maturities -- Federal
Reserve Board Statistical Release H.15(519) -- Mondays
approximately 3:45 pm EST" (or "EDT" as the case may be) for U.
S. Treasury Securities with a maturity corresponding to the
Remaining Life (or if no maturity is within three months before
or after the Remaining Life, yields for the two published
maturities most closely corresponding to the Remaining Life shall
be determined and the CMT Rate shall be interpolated or
extrapolated from such yields on a straight-line basis, rounded
to the nearest month), or (y) such other page as may replace page
7055, as provided by the Telerate News Service, for the purpose
of displaying rates or prices that are comparable, as determined
by the Calculation Agent (after consultation with the Company),
to the Constant Maturity Treasury rates formerly displayed on
Telerate page 7055;
(ii) if the information specified in subparagraph (i) above
is not available at the date 10 Business Days before such Tax
Event Prepayment, then the CMT Rate shall be determined on the
basis of the Treasury Constant Maturity rate with a maturity
corresponding to the Remaining Life (adjusted as aforesaid) (or
other United States Treasury rate, with a maturity that is
closest to January 15, 2002) published as of that date by either
the Board of Governors of the Federal Reserve System or the
United States Department of the Treasury that the Calculation
Agent (after consultation with the Company) determines to be
comparable to the rate formerly displayed on Telerate page 7055
and published in the Federal Reserve Board Statistical Release
H.15 (519);
(iii) if the information specified in subparagraphs (i) and
(ii) is not available at the date 10 Business Days before the
date of such Tax Event Prepayment then the CMT Rate shall be the
yield to maturity of the then most recently issued direct non-
callable fixed rate United States Treasury Note with an original
maturity corresponding to the Remaining Life (adjusted as
aforesaid) (the "Reference Treasury Note"), such yield to
maturity to be calculated by the Calculation Agent on the basis
of the arithmetic mean of the secondary market bid side prices
for such Reference Treasury Note quoted as of 3:00 pm, New York
City time (or the closing of the market, if earlier), on the date
10 Business Days before the date of such Tax Event Prepayment, by
(and appearing in the written records of) three leading primary
United States government securities dealers in New York City
selected by the Calculation Agent; and
(iv) if the information specified in subparagraphs (i) and
(ii) above is not available at the date 10 Business Days before
such Tax Event Prepayment and at least three price quotations for
the Reference Treasury Note are not available at that date from
leading primary dealers in New York City as provided in
subparagraph (iii) above, then the CMT Rate shall be the yield to
maturity of the Reference Treasury Note, as calculated by the
Calculation Agent on the basis of the arithmetic mean of the
secondary market bid side prices for such Reference Treasury Note
quoted as of 3:00 pm, New York City time (or the closing of the
market, if earlier), on that date, by (and appearing in the
written records of) any three primary United States government
securities dealers selected by the Calculation Agent
(irrespective of where such dealers may be located).
"Capital Securities" means the Original Capital Securities
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and the Exchange Capital Securities.
"Coupon Rate" has the meaning specified in Section 2.05.
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"Compounded Interest" shall have the meaning specified in
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Section 4.01.
"Deferred Interest" has the meaning specified in Section
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4.01.
"Exchange Offer" has the meaning set forth in the
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Registration Rights Agreement.
"Extension Period" has the meaning specified in Section
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4.01.
"Global Debenture" has the meaning specified in Section
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2.04.
"Liquidation Amount" means the stated amount of $1,000 per
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Capital Security.
"London Banking Day" shall mean any day on which dealings in
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deposits in U.S. dollars are transacted in the London interbank
market.
"Optional Redemption Price" has the meaning specified in
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Section 3.01.
"Prepayment Date" has the meaning specified in Section 3.01.
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"Purchase Agreement" has the meaning specified in the third
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recital to this First Supplemental Indenture.
"Purchasers" has the meaning specified in the third recital
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to this First Supplemental Indenture.
"Registration Rights Agreement" means the Registration
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Rights Agreement dated January 29, 1997 relating to the Debentures and
the other securities described therein among the Company, the
Purchasers and the Trust.
"Remaining Life" has the meaning specified in Section 3.02.
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"Restricted Security" has the meaning specified in Section
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2.04(d).
"Special Interest" has the meaning set forth in Section
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2.05(d).
"Tax Event" means the receipt by the Trust of an opinion of
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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, or as a result of any official administrative pronouncement
or judicial decision interpreting or applying such laws or regula-
tions, which amendment or change is effective or which pronouncement
or decision is announced on or after the Closing Date, there is more
than an insubstantial risk that (i) the Trust is, or will be within 90
days of the date of such opinion, subject to United States Federal
income tax with respect to income received or accrued on the
Debentures, (ii) interest payable by the Company on the Debentures is
not, or within 90 days of the date of such opinion, 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 of such opinion, subject to more than a de minimis
amount of taxes, duties or other governmental charges.
"Tax Event Prepayment" means the prepayment of the
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Debentures upon the occurrence and continuation of a Tax Event.
"Transfer Restriction Termination Date" means with respect
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to any particular Debenture the first date on which such Debenture
(other than a Debenture held by the Company or any Affiliate thereof)
may be sold pursuant to Rule 144(k).
"Trust Agreement" means the Amended and Restated Trust
Agreement of the Trust, dated as of January 29, 1997.
ARTICLE II.
GENERAL TERMS AND CONDITIONS OF THE
DEBENTURES
SECTION 2.01. Designation and Principal Amount. The
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Initial Debentures and the Exchange Debentures are hereby authorized
as two series of Debentures. The aggregate principal amount of
Debentures outstanding at any time shall not exceed $206,186,000
(except as set forth in Section 2.01(2) of the Base Indenture). Upon
receipt of a written order of the Company (executed as required by
Section 2.01 of the Base Indenture) for the authentication and
delivery of a series of Debentures and (with respect to the following
clause (a)) satisfaction of the requirements of the fifth paragraph of
Section 2.01 of the Base Indenture, the Trustee shall authenticate (a)
Original Debentures for original issuance in an aggregate principal
amount not to exceed $206,186,000 (except as set forth in Section
2.01(2) of the Base Indenture) or (b) Exchange Debentures for issuance
pursuant to the Exchange Offer for Original Debentures in a principal
amount equal to the principal amount of Original Debentures exchanged
in such Exchange Offer.
The Original Debentures shall be issued pursuant to an
exemption from registration under the Securities Act and the
Restricted Security legend shall appear thereon, unless otherwise
determined by the Company in accordance with applicable law. The
Original Debentures may not be transferred except in compliance with
the Restricted Security legend set forth in Section 2.04(d) of this
Supplemental Indenture, unless otherwise determined by the Company in
accordance with applicable law.
SECTION 2.02. Stated Maturity. The Stated Maturity of the
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Debentures is January 15, 2027, and shall not be subject to extension.
SECTION 2.03. Form and Payment; Minimum Transfer
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Restriction. (a) Except as provided in Section 2.04, the Debentures
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shall be issued to the Trust and held by the Property Trustee in fully
registered certificated form without coupons in minimum denominations
of $100,000 and integral multiples of $1,000 in excess thereof.
Principal and interest on the Debentures issued in certificated form
will be payable, the transfer of such Debentures will be registrable
and such Debentures will be exchangeable for Debentures bearing
identical terms and provisions at the principal office of the Trustee;
provided, however, that payment of interest may be made at the option
of the Company (i) by check mailed to the registered holder at such
address as shall appear in the Register or (ii) by transfer to an
account maintained by such Person as specified in such Register,
provided that proper transfer instructions have been received by the
preceding record date. Notwithstanding the foregoing, so long as the
registered holder of any Debentures is the
Property Trustee, the payment of the principal of and interest
(including Additional Sums, Additional Interest, Compounded Interest
and Special Interest, if any) on such Debentures held by the Property
Trustee will be made at such place and to such account as may be
designated by the Property Trustee.
(b) The Debentures 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 Debentures in a denomination of less than $100,000 shall be deemed
to be void and of no legal effect whatsoever (the foregoing
restriction being the "Minimum Transfer Restriction").
SECTION 2.04. Exchange and Registration of Transfer of
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Debentures; Restrictions on Transfers; Depositary. If an early
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dissolution of the Trust occurs as described in the Trust Agreement
and Debentures are to be distributed to the holders of the Capital
Securities, a Like Amount of the Debentures will be issued to holders
of the Trust Securities in the same form as the Trust Securities that
such Debentures replace in accordance with the following procedures:
(a) So long as Debentures are eligible for book- entry
settlement with the Depositary, or unless otherwise required by law,
all Debentures that are so eligible may be represented by one or more
Debentures in global form registered in the name of Cede & Co. the
nominee of the Depositary, except as otherwise specified below. The
transfer and exchange of beneficial interests in any such Debenture in
global form shall be shown on, and transfers thereof will be effected
only through, records maintained by participants in the Depositary.
Debentures that are distributed in replacement of Capital
Securities represented by a global Capital Security will be
represented by a global Debenture (the "Global Debenture").
Except as provided below, beneficial owners of a Debenture
in global form shall not be entitled to have certificates registered
in their names, will not receive or be entitled to receive physical
delivery of certificates in definitive form and will not be considered
registered holders of such Debentures in global form.
(b) Trust Securities held in certificated form, except for
certificates representing Capital Securities held by Cede & Co. as
nominee of the Depositary (or any successor Clearing Agency or its
nominee), shall upon presentation to the Trustee by the Property
Trustee or by the holder thereof or by the Property Trustee on behalf
of such holders be exchanged for a Like Amount of Debentures in fully
registered certificated form.
(c) Any Global Debenture may be endorsed with or have
incorporated in the text thereof such legends or recitals or changes
not inconsistent with the provisions of the Indenture as may be
required by the Depositary, by the New York Stock Exchange or by the
National Association of Securities Dealers, Inc. in order for the
Original Debentures to be tradeable on the PORTAL Market or as may be
required for the Original Debentures to be tradable on any other
market developed for trading of securities pursuant to Rule 144A or
required to comply with any applicable law or any regulation
thereunder or with the rules and regulations of any securities
exchange upon which the Original Debentures may be listed or traded or
to conform with any usage with respect thereto, or to indicate any
special limitations or restrictions to which any particular Original
Debentures are subject.
(d) Each Original Debenture that bears or is required to
bear the legend set forth in this Section 2.04(d) (a "Restricted
Security") shall be subject to the restrictions on transfer provided
in the legend set forth in this Section 2.04(d), unless such
restrictions on transfer shall be waived by the written consent of the
Company, and the registered holder of each Restricted Security, by
such Securityholder's acceptance thereof, agrees to be bound by such
restrictions on transfer. As used in this Section 2.04(d) and in
Section 2.04(e), the term "transfer" encompasses any sale, pledge,
transfer or other disposition of any Restricted Security.
Prior to the Transfer Restriction Termination Date, any
certificate evidencing an Original Debenture shall bear a legend in
substantially the following form, unless otherwise agreed by the
Company (with written notice thereof to the Trustee):
"THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A)(i) TO A PERSON WHO THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
ACT ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A OR (ii) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
OPINION OF COUNSEL IF THE COMPANY SO REQUESTS) OR (iii)
PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND
OTHER JURISDICTIONS."
Following the Transfer Restriction Termination Date, the
sale of an Original Debenture pursuant to an effective registration
statement under the Act, the transfer of an Original Debenture in
accordance with Rule 144 (or any successor provision) under the Act or
the transfer of an Original Debenture in accordance with another
exemption from registration under the Act in a transaction that
results in such Debentures no longer being "restricted securities" (as
defined under Rule 144), any Original Debenture (or security issued in
exchange or substitution therefor (other than Original Debentures
acquired by the Company or any Affiliate thereof since the issue date
of the Capital Securities)) may upon surrender of such Original
Debenture for exchange to the security registrar in accordance with
the provisions of this Section 2.04, be exchanged for a new Original
Debenture or Original Debentures, of like tenor and aggregate
principal amount, which shall not bear the restrictive legend required
by this Section 2.04(d), provided that the Trustee shall have received
an Opinion of Counsel and an Officers' Certificate that such
restrictions on transfer shall have expired in accordance with their
terms or shall have terminated. Prior to such time as the
restrictions on transfer of Original Debentures imposed by the Act and
the rules and regulations promulgated by the Commission thereunder
shall be terminated as provided in this Section 2.04(d), any transfer
of a definitive Original Debenture shall be registered upon the
Register only upon receipt by the Trustee of such definitive Original
Debenture accompanied by a duly completed and executed certificate of
transfer in the form attached to Exhibit A and, in the case of a
transfer in another transaction exempt from the registration
requirements of the Act, upon receipt by the Trustee of such
certifications, legal opinions or other information as the Company may
reasonably request to confirm that such transfer is exempt from the
registration requirements of the Act.
Notwithstanding any other provisions of the Indenture (other
than the provisions set forth in this Section 2.04(d)), a Debenture in
global form may not be exchanged in whole or in part for Debentures
registered, and no transfer of a Debenture in global form may be
registered, in the name of any person other than Cede & Co. unless (i)
the Depositary (A) has notified the Company that it is unwilling or
unable to continue as Depositary for such Global Debenture or (B) has
ceased to be a clearing agency registered as such under the Exchange
Act, (ii) there shall have occurred and be continuing an Event of
Default, or any event which after notice or lapse of time or both
would be an Event of Default under the Indenture, with respect to such
Global Debenture, or (iii) the Company in its sole discretion
instructs the Trustee to exchange such Global Debenture for a
Debenture that is not a Global Debenture (in which case such exchange
shall be effected by the Trustee).
The Depositary shall be a clearing agency registered under
the Exchange Act. The Company initially appoints The Depository Trust
Company to act as Depositary with respect to the Debentures in global
form. Initially, the Global Debentures shall be issued to the
Depositary, registered in the name of Cede & Co., as the nominee of
the Depositary, and deposited with the Trustee as custodian for Cede &
Co.
If at any time the Depositary for the Global Debentures
notifies the Company that it is unwilling or unable to continue as
Depositary for such Debentures or has ceased to be a Clearing Agency
registered as such under the Exchange Act, the Company may appoint a
successor Depositary with respect to such Debentures. If a successor
Depositary for the Debentures is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of
such ineligibility, the Company will execute, and the Trustee, upon
receipt of an Officers' Certificate for authentication and delivery of
Debentures, will authenticate and deliver, Debentures in definitive
form, in an aggregate principal amount equal to the principal amount
of the Global Debentures, in exchange for the such Global Debentures.
Definitive Debentures issued in exchange for all or a part
of a Global Debenture pursuant to this Section 2.04(d) shall be
registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. Upon execution
and authentication, the Trustee shall deliver such definitive
Debentures to the person in whose names such definitive Debentures are
so registered.
At such time as all interests in a Global Debenture have
been redeemed, exchanged, repurchased or canceled, such Global
Debenture shall be, upon receipt thereof, canceled by the Trustee in
accordance with standing procedures and instructions of the
Depositary. At any time prior to such cancellation, if any interest
in a Global Debenture is exchanged for definitive Debentures,
redeemed, exchanged, or canceled, or transferred for part of a Global
Debenture, the principal amount of such Global Debenture shall, in
accordance with the standing procedures and instructions of the
Depositary be reduced, and an endorsement shall be made on such Global
Debenture by, or at the direction of, the Trustee to reflect such
reduction.
(e) Any Original Debenture that, prior to the Transfer
Restriction Termination Date, is purchased or owned by the Company or
any Affiliate thereof may not be resold by the Company or such
Affiliate unless registered under the Securities Act or resold
pursuant to an exemption from the registration requirements of the
Securities Act.
SECTION 2.05. Interest. (a) Each Debenture will bear
--------
interest at the rate (the "Coupon Rate") of 7.00% per annum until
-----------
January 15, 2002, and at the Applicable Rate thereafter, 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 Coupon Rate or the Applicable Rate, as the case may
be, compounded semiannually, payable (subject to the provisions of
Article 4) semiannually in arrears on the fifteenth day of January and
July of each year (each, an "Interest Payment Date"), commencing on
---------------------
July 15, 1997 to the Person in whose name such Debenture is
registered, subject to certain exceptions, at the close of business on
the Business Day next preceding such Interest Payment Date. If the
Debentures are issued in certificated form (other than to the Property
Trustee), the record dates for payment of interest will be the first
day of the first month of each semi-annual period. Until liquidation,
if any, of the Trust, each Debenture will be held in the name of the
Property Trustee in trust for the benefit of the holders of the Trust
Securities. The Company shall notify the Trustee of the Applicable
Rate, as soon as practicable after each calculation thereof.
(b) The amount of interest payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months until
January 15, 2002 and thereafter on the basis of a 360-day year and the
actual number of days elapsed. In the event that any date on which
interest is payable on the Debentures is not a Business Day, then
payment of interest payable on such date will be made on the next suc-
ceeding day which is a Business Day, 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 date such payment was originally
payable. Until January 15, 2002, in the event that any Interest
Payment Date is not a Business Day, interest will be paid on the next
succeeding Business Day (subject as aforesaid), without any interest
or other payment with respect to any such delay. After January 15,
2002, interest shall be the amount of interest accrued from, and
including, the last date on which interest has previously been paid,
to, but excluding, the Interest Payment Date (or if such date is not a
Business Day, the next succeeding Business Day (subject as
aforesaid)).
(c) If an Original Debenture is exchanged in the Exchange
Offer prior to the record date for the first Interest Payment Date
following such exchange, accrued and unpaid interest, if any, on such
Original Debenture, up to but not including the date of issuance of
the Exchange Debenture or Exchange Debentures issued in exchange for
such Original Debenture, shall be paid on the first Interest Payment
Date for such Exchange Debenture or Exchange Debentures to the
registered holder or registered holders of such Exchange Debenture or
Exchange Debentures on the first record date with respect to such
Exchange Debenture or Exchange Debentures. If an Original Debenture
is exchanged in the Exchange Offer subsequent to the record date for
the first Interest Payment Date following
such exchange but on or prior to such Interest Payment Date, then any
such accrued and unpaid interest with respect to such Original
Debenture and any accrued and unpaid interest on the Exchange
Debenture or Exchange Debentures issued in exchange for such Original
Debenture, through the day before such Interest Payment Date, shall be
paid on such Interest Payment Date to the registered holder of such
Original Debenture on such record date.
(d) The following terms relate to Special Interest:
(i) In the event that (A) the Exchange Offer Registration
Statement or the Shelf Registration Statement (as such terms are
defined in the Registration Rights Agreement), as the case may be, is
not filed with the Securities and Exchange Commission (the
"Commission") on or prior to the 60th day following the Closing Date,
(B) the Exchange Offer Registration Statement is not declared
effective on or prior to the 150th day following the Closing Date
(unless the Company has previously filed a Shelf Registration
Statement as contemplated by the Registration Rights Agreement) or (C)
the Exchange Offer is not consummated or the Shelf Registration
Statement is not declared effective on or prior to the 180th day
following the Closing Date, interest, in addition to any other
interest on the Original Debentures shall accrue from and including
the next day following each of (a) such 60-day period in the case of
clause (A) above, (b) such 150-day period in the case of the clause
(B) above and (c) such 180-day period in the case of clause (C) above,
in each case at a rate equal to 0.25% per annum. The aggregate amount
of interest on the Original Debentures payable pursuant to the above
provisions will in no event exceed 0.50% per annum.
(ii) If a Tax Contingency (as defined in the Registration
Rights Agreement) shall exist on or before the 60th day following the
Closing Date, then clauses (A) and (a) of the immediately preceding
paragraph shall not apply. To the extent that such a Tax Contingency
exists and the Company has filed a Shelf Registration Statement
covering resales of the Original Debentures by the 150th day following
the Closing Date, then clauses (B) and (b) of the immediately
preceding paragraph shall not apply, and to the extent a Tax
Contingency exists on the 180th day following the Closing Date, the
period specified in clauses (C) and (c) of the immediately preceding
paragraph will be 240 days. Upon (1) the filing of the Exchange Offer
Registration Statement, the filing of the Shelf Registration Statement
or the occurrence of a Tax Contingency, if applicable, as described
above after the 60-day period described in clause (A) of the
immediately preceding paragraph, (2) the effectiveness of the Exchange
Offer Registration Statement, if applicable (or the filing of a Shelf
Registration Statement in the event of a Tax Contingency) after the
150-day period described in clause (B) of the immediately preceding
paragraph or (3) the consummation of the Exchange Offer or the
effectiveness of a Shelf Registration Statement, as the case may be,
after the 180-day period (or the consummation of the Exchange Offer or
the effectiveness
of a Shelf Registration Statement after the 240-day period specified
above, in the event of a Tax Contingency, if applicable, as described
above) described in clause (C) of the immediately preceding paragraph,
the interest on the Original Debentures attributable to the occurrence
of the event described in such clause (A), (B) or (C) of the
immediately preceding paragraph will cease to accrue from the date of
such filing, effectiveness or consummation, as the case may be.
(iii) In the event that a Shelf Registration Statement is
declared effective pursuant to the foregoing paragraphs, if the
Company fails to keep such Shelf Registration Statement continuously
effective or useable for resales for the period required by the
Registration Rights Agreement, then from such time as the Shelf
Registration Statement is no longer effective or useable until the
earlier of (i) the date that the Shelf Registration Statement is again
deemed effective or is useable, (ii) the date that is the third
anniversary of the effective date (or, if Rule 144(k) is amended to
provide a shorter restrictive period, such shorter period) or (iii)
the date as of which all of the Original Debentures are sold pursuant
to the Shelf Registration Statement, interest, in addition to any
other interest due on the Original Debentures shall accrue at a rate
equal to 0.25% per annum.
(iv) Any additional interest that accrues with respect to
the Original Debentures pursuant to this Section 2.05(d) is referred
to as "Special Interest" and shall be payable at the same time and to
the same Persons as the other interest due on the Debentures.
ARTICLE III.
REDEMPTION AND PREPAYMENT OF THE
DEBENTURES
SECTION 3.01. Optional Redemption by Company. Subject to
------------------------------
the provisions of Article III of the Base Indenture, except as
otherwise may be specified in Section 3.02 or elsewhere in this First
Supplemental Indenture, the Company shall have the right to prepay the
Debentures, in whole or in part, from time to time, on or after
January 15, 2002, at a prepayment price (the "Optional Redemption
Price") equal to the outstanding principal amount of the Debentures
plus, in each case, accrued and unpaid interest, including Additional
Sums, Additional Interest, Compounded Interest and Special Interest
thereon to the date of prepayment (the "Prepayment Date"):
If the Debentures are only partially prepaid pursuant to
this Section 3.01, the Debentures will be selected for prepayment by
any method utilized by the Trustee. The Optional Redemption Price,
together with any required interest payment, shall be paid prior
to 12:00 Noon, New York time, on the Prepayment Date or at such
earlier time as the Company determines provided that the Company shall
deposit with the Trustee an amount sufficient to pay the Optional
Redemption Price, together with any required interest payment, by
10:00 A.M., New York time, on the date such amounts are to be paid.
SECTION 3.02. Tax Event Prepayment. If a Tax Event shall
--------------------
occur and be continuing, the Company may, at its option, prepay the
Debentures in whole (but not in part) at any time within 90 days of
the occurrence of such Tax Event, at a prepayment price (the "Tax
Event Prepayment Price") equal to the greater of (i) 100% of the
principal amount of such Debentures or (ii) as determined by a
Calculation Agent, the sum of the present values of the principal
amount that would be payable as part of the Optional Redemption Price
pursuant to Section 3.01 with respect to an optional prepayment of
such Debentures on January 15, 2002, together with the present values
of scheduled payments of interest from the Prepayment Date to January
15, 2002 (the "Remaining Life"), in each case discounted to the
Prepayment Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted CMT Rate, plus, in
each case, accrued and unpaid interest including Additional Sums,
Additional Interest, Compounded Interest and Special Interest thereon
to but excluding the Prepayment Date, provided that with respect to
any prepayment under this Section 3.02 of Debentures as a result of a
Tax Event that occurs on or after January 15, 2002 the Tax Event
Prepayment Price shall be an amount equal to the Optional Redemption
Price that would be payable on optional redemption of the Debentures
on the Prepayment Date (including accrued and unpaid interest,
Additional Sums, Additional Interest, Compounded Interest and Special
Interest to the Prepayment Date). The Company shall notify the
Trustee of the Tax Event Prepayment Price, as soon as practicable
after the calculation thereof.
SECTION 3.03. Notice of Prepayment. Subject to Article III
--------------------
of the Base Indenture, notice of any prepayment will be mailed at
least 30 days but not more than 60 days before the redemption date to
each holder of Debentures to be prepaid at its registered address.
Unless the Company defaults in payment of the Prepayment Price, on and
after the Prepayment Date interest ceases to accrue on such Debentures
called for prepayment.
If the Trust is required to pay any additional taxes, duties
or other governmental charges as a result of a Tax Event, the Company
will also pay any Additional Sums on the Debentures.
ARTICLE IV.
EXTENSION OF INTEREST PAYMENT PERIOD
SECTION 4.01. Extension of Interest Payment Period. So
------------------------------------
long as an Event of Default under Section 6.01 of the Base Indenture
shall not have occurred and be continuing, the Company shall have the
right, subject to the provisions of Section 2.10 of the Base
Indenture, at any time and from time to time during the term of the
Debentures, to defer payments of interest by extending the interest
payment period of such Debentures for a period not exceeding 10
consecutive semi-annual periods (the "Extension Period"), during which
----------------
Extension Period no interest shall be due and payable; provided that
--------
no Extension Period shall end on a date other than an Interest Payment
Date or extend beyond the Stated Maturity or any earlier redemption
date. To the extent permitted by applicable law, interest, the
payment of which has been deferred because of the extension of the
interest payment period pursuant to this Section 4.01, will bear
interest thereon at the Coupon Rate compounded semiannually
("Compounded Interest"). At the end of the Extension Period, the
-------------------
Company shall pay all interest accrued and unpaid on the Debentures,
including any Additional Sums, Additional Interest, Special Interest
and Compounded Interest (together, "Deferred Interest") to the holders
-----------------
of the Debentures in whose names the Debentures are registered in the
Register on the first record date preceding the end of the Extension
Period. Before the termination of any Extension Period, the Company
may further extend such period, provided that such period together
with all such further extensions thereof shall not exceed 10
consecutive semi-annual periods, or extend beyond the Stated Maturity
or any earlier redemption date. Upon the termination of any Extension
Period and upon the payment of all Deferred Interest then due, the
Company may commence a new Extension Period, subject to the foregoing
requirements. No interest shall be due and payable during an
Extension Period, except at the end thereof, but the Company may
prepay at any time all or any portion of the interest accrued during
an Extension Period.
SECTION 4.02. Notice of Extension. (a) If the Property
-------------------
Trustee is the only registered holder of the Debentures at the time
the Company selects (or extends) an Extension Period, the Company
shall give written notice to the Administrators, the Property Trustee
and the Trustee of its selection (or extension) of such Extension
Period at least five Business Days before the earlier of (i) the next
succeeding date on which Distributions on the Capital Securities
issued by the Trust are payable, or (ii) the date the Trust is
required to give notice of the record date, or the date such
Distributions are payable, to any applicable self-regulatory
organization or to holders of the Capital Securities issued by the
Trust, but in any event not less than five Business Days before such
record date. The Property Trustee shall give notice of the Company's
election to begin or extend a new Extension Period to the holders of
the Capital Securities.
(b) If the Property Trustee is not the only holder of the
Debentures at the time the Company selects (or extends) an Extension
Period, the Company shall give the holders of the Debentures and the
Trustee written notice of its selection (or extension) of such
Extension Period at least 10 Business Days before the earlier of (i)
the next succeeding Interest Payment Date or (ii) the date the Company
is required to give notice of the record or payment date of such
interest payment to any applicable self-regulatory organization or to
holders of the Debentures.
(c) The semi-annual period in which any notice is given
pursuant to paragraphs (a) or (b) of this Section 4.02 shall be
counted as one of the 10 consecutive semi-annual periods permitted in
the maximum Extension Period permitted under Section 4.01.
ARTICLE V.
EXPENSES
SECTION 5.01. Payment of Expenses. In connection with the
-------------------
offering, sale and issuance of the Debentures to the Property Trustee
and in connection with the sale of the Capital Securities by the
Trust, the Company, in its capacity as borrower with respect to the
Debentures, shall:
(a) pay all costs and expenses relating to the offering,
sale and issuance of the Debentures, including commissions to the
Purchasers payable pursuant to the Purchase Agreement and compensation
of the Trustee under the Indenture in accordance with the provisions
of Section 7.06 of the Base Indenture;
(b) pay all costs and expenses of the Trust (including, but
not limited to, costs and expenses relating to the organization of the
Trust, the fees and expenses of the Property Trustee and the Delaware
Trustee, the costs and expenses relating to the operation of the
Trust, including without limitation, costs and expenses of
accountants, attorneys, statistical or bookkeeping services, expenses
for printing and engraving and computing or accounting equipment,
paying agent(s), registrar(s), transfer agent(s), duplicating, travel
and telephone and other telecommunications expenses and costs and
expenses incurred in connection with the acquisition, financing, and
disposition of Trust assets);
(c) pay all costs and expenses related to the enforcement
by the Property Trustee of the rights of the registered holders of the
Capital Securities;
(d) be primarily liable for any indemnification obligations
arising with respect to the Trust Agreement or the Purchase Agreement
or the Registration Rights Agreement; and
(e) pay any and all taxes (other than United States
withholding taxes attributable to the Trust or its assets) and all
liabilities, costs and expenses with respect to such taxes of the
Trust.
SECTION 5.02. Payment upon Resignation or Removal. Upon
-----------------------------------
termination of this First Supplemental Indenture or the Base
Indenture or the removal or resignation of the Trustee pursuant to
Section 7.10 of the Base Indenture, the Company shall pay to the
Trustee all amounts accrued to the date of such termination, removal
or resignation. Upon termination of the Trust Agreement or the
removal or resignation of the Delaware Trustee or the Property
Trustee, as the case may be, pursuant to Section 8.10 of the Trust
Agreement, the Company shall pay to the Delaware Trustee or the
Property Trustee, and their respective counsel, as the case may be,
all amounts accrued to the date of such termination, removal or
resignation.
ARTICLE VI.
FORM OF DEBENTURE
SECTION 6.01. Form of Debenture. The Debentures and the
-----------------
Trustee's Certificate of Authentication to be endorsed thereon are to
be substantially in the form attached hereto as Exhibit A.
ARTICLE VII.
ORIGINAL ISSUE OF DEBENTURES
SECTION 7.01. Original Issue of Debentures. Debentures in
----------------------------
the aggregate principal amount of up to $206,186,000 may, upon
execution of this First Supplemental Indenture, be executed by the
Company and delivered to the Trustee for authentication, and the
Trustee shall thereupon authenticate and make available for delivery
said Debentures to or upon the written order of the Company, signed by
its Chairman of the Board, any Vice Chairman of the Board, the
President, any Vice Chairman, any Executive Vice President, the Chief
Operating Officer or the Chief Financial Officer and by its Treasurer
or Assistant Treasurer, Controller or the Secretary or an Assistant
Secretary without any further action by the Company, except as
otherwise provided in Section 2.01 of the Base Indenture.
ARTICLE VIII.
MISCELLANEOUS
SECTION 8.01. Ratification of Indenture; First Supplemental
---------------------------------------------
Indenture Controls. 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.
The provisions of this First Supplemental Indenture shall supersede
the provisions of the Indenture to the extent the Indenture is
inconsistent herewith.
SECTION 8.02. 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 First Supplemental Indenture.
SECTION 8.03. Governing Law. This First Supplemental
-------------
Indenture and each Debenture shall be deemed to be a contract made
under the internal laws of the State of New York, and for all purposes
shall be governed by and construed in accordance with the laws of said
State.
SECTION 8.04. Separability. In case any one or more of the
------------
provisions contained in this First Supplemental Indenture or in the
Debentures shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this First
Supplemental Indenture or of the Debentures, but this First
Supplemental Indenture and the Debentures shall be construed as if
such invalid or illegal or unenforceable provision had never been
contained herein or therein.
SECTION 8.05. Counterparts. 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 on the date or dates
indicated in the acknowledgements and as of the day and year first
above written.
THE BEAR STEARNS COMPANIES INC.
By: /s/ James E. Cayne
-------------------------------------
Name: James E. Cayne
Title: President and Chief
Executive Officer
THE CHASE MANHATTAN BANK,
as Trustee
By: /s/ Anne G. Brenner
-------------------------------------
Name: Anne G. Brenner
Title: Vice President
EXHIBIT A
----------
Registered
-----------
NUMBER _________
FIXED/ADJUSTABLE RATE SUBORDINATED DEFERRABLE INTEREST [EXCHANGE]*
DEBENTURE DUE JANUARY 15, 2027
Dated: ____________CUSIP _______
Registered Holder: [The Chase Manhattan Bank
as Property Trustee of Bear Stearns Capital Trust
I]**
[PRIOR TO THE TRANSFER RESTRICTION TERMINATION DATE, INSERT
THE FOLLOWING IN ORIGINAL DEBENTURES -- THE DEBENTURE
EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (A)(I) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
ACQUIRING THE DEBENTURE FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
OPINION OF COUNSEL IF THE COMPANY SO REQUESTS) OR (III)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS.]
* Insert in Exchange Debentures.
** Insert in Debentures held by Property Trustee.
The Bear Stearns Companies Inc., a corporation duly organized and
existing under the laws of the State of Delaware (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 the Registered Holder named above, the principal
sum [of Dollars ($ )]* [specified in
------------------------
the Schedule annexed hereto]**, on __________, in such coin or
currency of the United States of America as at the time of payment is
legal tender for the payment of public and private debt. The Company
further promises to pay to the registered holder hereof as hereinafter
provided (a) interest on said principal sum (subject to deferral as
set forth herein) at the rate of 7.00% per annum, until January 15,
2002 (the "Coupon Rate") and thereafter at the Applicable Rate (as
defined in the Indenture referred to below) per annum (determined as
provided in the Indenture), in like coin or currency, semiannually in
arrears on the fifteenth day of January and July (each an "Interest
Payment Date") commencing July 15, 1997 from the date next preceding
the date hereof to which interest has been paid or duly provided for
(unless (i) no interest has yet been paid or duly provided for on this
debenture (the "Debenture"), in which case from the date of original
issuance, or (ii) the date hereof is before an Interest Payment Date
but after the related Record Date (as defined below), in which case
from such following Interest Payment Date or next succeeding Business
Day to which interest shall have been paid, provided, however, that if
the Company shall default in payment of the interest due on such
following Interest Payment Date or Business Day, then from the next
preceding date to which interest has been paid or duly provided for),
until the principal hereof shall become due and payable, plus
(b) interest on overdue principal and, to the extent permitted by
applicable law, on any interest payment that is not made when due at
the Coupon Rate or the Applicable Rate, as the case may be, compounded
semiannually. The interest so payable will, subject to certain
exceptions provided in the Indenture hereinafter referred to, be paid
to the person in whose name this Debenture is registered at the close
of business on the Record Date next preceding such Interest Payment
Date. The Record Date shall be the Business Day next preceding the
Interest Payment Date, unless this Certificate is registered to a
holder other than the Property Trustee or a nominee of The Depository
Trust Company, in which case the Record Date will be the first day of
the first month of each semi-annual period. This Debenture may be
presented for payment of principal and interest at the offices of The
Chase Manhattan Bank, as paying agent for the Company, maintained for
that purpose in the Borough of Manhattan, The City of New York, State
of New York; provided, however, that payment of interest may be made
at the option of the Company (i) by check mailed to such address of
the person entitled thereto as the address shall appear on the
Register of the Debentures or (ii) by transfer to an account
maintained by the Person entitled thereto as specified in the
Register, provided that proper transfer instructions have been
received by the Record Date. Interest on the Debenture will be
computed on the basis of a 360-day year of twelve 30-day months until
January 15, 2002 and thereafter on the basis of a 360-day year
* Insert in Debentures other than Global Debentures.
** Insert in Global Debentures.
and the actual number of days elapsed. In the event that any date on
which interest is payable on the 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, 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 date such payment was
originally payable. Until January 15, 2002, in the event that any
Interest Payment Date is not a Business Day, interest will be paid on
the next succeeding Business Day (subject as aforesaid), without any
interest or other payment with respect to any such delay. After
January 15, 2002, interest shall be the amount of interest accrued
from, and including, the last date on which interest has previously
been paid, to, but excluding, the Interest Payment Date (or if such
date is not a Business Day, the next succeeding Business Day (subject
as aforesaid)).
So long as no Event of Default has occurred and is
continuing, the Company shall have the right, at any time during the
term of this Debenture to defer payment of interest on this Debenture,
at any time or from time to time, for up to ten consecutive semiannual
interest payment periods with respect to each deferral period (each an
"Extension Period"), during which Extension Periods the Company shall
have the right to make partial payments of interest on any Interest
Payment Date; provided, however, that no Extension Period shall end on
a date other than on Interest Payment Date or extend beyond January
15, 2027 or any earlier redemption date. At the end of each Extension
Period, the Company must pay all interest then accrued and unpaid
(together with Additional Sums, Additional Interest, Compounded
Interest and Special Interest thereon, if any, to the extent permitted
by applicable law). During any such Extension Period, the Company may
not, and may not permit any Subsidiary of the Company to, (i) declare
or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the Company's
capital stock (which includes common stock and preferred stock) or
(ii) make any payment of principal of, or interest or premium, if any,
on or repay, repurchase or redeem any debt security of the Company
that ranks pari passu with or junior in interest to this Debenture or
make any guarantee payments with respect to any guarantee by the
Company of the debt securities of any Subsidiaries of the Company if
such guarantee ranks pari passu with or junior in interest to this
Debenture (other than (a) dividends or distributions in capital stock,
(b) any declaration of a dividend in connection with the
implementation of a Rights Plan, the issuance of any Common Stock or
any class or series of preferred stock of the Company under any Rights
Plan or the redemption or repurchase of any rights distributed
pursuant to a Rights Plan, (c) payments under the Guarantee, (d)
purchases of Common Stock related to the issuance of Common Stock or
rights under any of the Company's benefit plans for its directors,
officers or employees and (e) payments of interest pursuant to the
EPICS Loan Agreement). Prior to the termination of any such Extension
Period, the Company may further extend the interest payment period,
provided that no Extension Period
shall exceed ten consecutive semiannual periods or extend beyond
January 15, 2027 or any earlier redemption date. At any time
following the termination of any Extension Period and the payment of
all accrued and unpaid interest (including Additional Sums, Additional
Interest, Compounded Interest and Special Interest, if any) 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 Trustee and the Property Trustee notice of its election to begin
or extend any Extension Period at least five Business Days prior to
the earlier of (i) the next succeeding date on which Distributions on
the Capital Securities issued by Bear Stearns Capital Trust I would be
payable but for such election to begin or extend a new Extension
Period, or (ii) the date the Property Trustee is required to give
notice to any applicable self-regulatory organization or to holders of
such Capital Securities of the record date or the date such
Distributions are payable, but in any event not less than five
Business Days prior to such record date.
This Debenture is issued pursuant to an Indenture, dated as
of January 29, 1997, between the Company, as issuer, and The Chase
Manhattan Bank, a banking corporation duly organized and existing
under the laws of the State of New York, as trustee, as supplemented
by a First Supplemental Indenture dated January 29, 1997, (as further
supplemented or amended from time to time, the "Indenture").
Reference is made to the Indenture for a description of the respective
rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders (the word
"Holder" or "Holders" meaning the registered holder or registered
holders) of the Debentures. Terms used herein which are defined in
the Indenture shall have the respective meanings assigned thereto in
the Indenture. By acceptance of this Debenture, the Holder hereof
agrees to be bound by the provisions of the Indenture.
The Debentures are limited to the aggregate principal amount
of Two Hundred Six Million One Hundred Eighty-Six Thousand Dollars
($206,186,000).
The Debentures evidenced by this Certificate 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 Debentures in a denomination of
less than $100,000 shall be deemed to be void and of no legal effect
whatsoever.
The indebtedness of the Company evidenced by the Debentures,
including the principal thereof and interest thereon, is, to the
extent and in the manner set forth in the Indenture, subordinate and
junior in right of payment to its obligations to Holders of Senior
Indebtedness of the Company and each Holder of a Debenture, by
acceptance thereof, agrees to and shall be bound by such provisions of
the Indenture and all other provisions of the Indenture.
If this Debenture is exchanged in an Exchange Offer prior to
the Record Date for the first Interest Payment Date following such
exchange, accrued and unpaid interest, if any, on this Debenture, up
to but not including the date of issuance of the Exchange Debenture or
Exchange Debentures issued in exchange for this Debenture, shall be
paid on the first Interest Payment Date for such Exchange Debenture or
Exchange Debentures to the Securityholder or Securityholders of such
Exchange Debenture or Exchange Debentures on the first Record Date
with respect to such Exchange Debenture or Exchange Debentures. If
this Debenture is exchanged in a Exchange Offer subsequent to the
Record Date for the first Interest Payment Date following such
exchange but on or prior to such Interest Payment Date, then any such
accrued and unpaid interest with respect to this Debenture and any
accrued and unpaid interest on the Exchange Debenture or Exchange
Debentures issued in exchange for this Debenture, through the day
before such Interest Payment Date, shall be paid on such Interest
Payment Date to the Securityholder of this Debenture on such Record
Date.
[IF THIS DEBENTURE IS AN ORIGINAL DEBENTURE INSERT -- In
addition, the interest rate payable on the Debentures of this series
is subject to increase as provided in the Indenture if, pursuant to
the Registration Rights Agreement, except as provided in the following
paragraph, either (A) the Exchange Offer Registration Statement or the
Shelf Registration Statement (as such terms are defined in the
Registration Rights Agreement), as the case may be, are not filed with
the Securities and Exchange Commission (the "Commission") on or prior
to the 60th day following the Closing Date (as such term is defined
the Registration Rights Agreement), (B) the Exchange Offer
Registration Statement is not declared effective by the Commission on
or prior to the 150th day following the Closing Date (unless the
Company has previously filed a Shelf Regulation Statement as
contemplated in the Registration Rights Agreement) or (C) the Exchange
Offer (as such term is defined in the Registration Rights Agreement)
is not consummated or a Shelf Registration Statement is not declared
effective by the Commission on or prior to the 180th day following the
Closing Date.
In the event that the Company shall determine in good faith
that there is a reasonable likelihood that, or a material uncertainty
as to whether, consummation of the Exchange Offer would result in an
adverse tax consequence to the Company (a "Tax Contingency") then the
Company and the Trust may file and cause to be declared effective a
Shelf Registration Statement covering resales of the Original
Debentures and use their best efforts to keep such Shelf Registration
Statement effective until three years (or, if Rule 144(k) is amended
to provide a shorter restrictive period, such shorter period) after
its effective date or such time as all the Original Debentures have
been sold thereunder. To the extent that such a Tax Contingency
exists on or before the 60th day following the Closing
Date, then clause (A) of the immediately preceding paragraph shall not
apply, and to the extent such a Tax Contingency exists and the Company
has filed a Shelf Registration Statement covering resales of the
Original Debentures by the 150th day following the Closing Date, then
clause (B) of the immediately preceding paragraph shall not apply, and
to the extent a Tax Contingency exists on the 180th day following the
Closing Date, the period specified in clause (C) of the immediately
preceding paragraph will be 240 days. Upon (1) the filing of the
Exchange Offer Registration Statement, the filing of the Shelf
Registration Statement or the occurrence of a Tax Contingency, if
applicable, as described above after the 60-day period described in
clause (A) of the immediately preceding paragraph, (2) the
effectiveness of the Exchange Offer Registration Statement, if
applicable (or the filing of a Shelf Registration Statement in the
event of a Tax Contingency), if after the 150-day period described in
clause (B) of the immediately preceding paragraph or (3) the
consummation of the Exchange Offer or the effectiveness of a Shelf
Registration Statement, as the case may be, after the 180-day period
(or the effectiveness of a Shelf Registration Statement after the 240-
day period specified above, in the event of a Tax Contingency, if
applicable, as described above) described in clause (C) of the
immediately preceding paragraph, the interest on the Original
Debentures attributable to the occurrence of the event described in
such clause (A), (B) or (C) will cease to accrue from the date of such
filing, effectiveness or consummation, as the case may be.
In addition, the interest rate payable on the Debentures is
subject to increase as provided in the Indenture if, pursuant to the
Registration Rights Agreement, in the event that a Shelf Registration
Statement is declared effective pursuant to the foregoing paragraphs,
the Company fails to keep such Shelf Registration Statement
continuously effective or useable for resales for the period required
by the Registration Rights Agreement, from such time as the Shelf
Registration Statement is no longer effective or useable until the
earlier of (i) the date that the Shelf Registration Statement is again
deemed effective or is useable, (ii) the date that is the third
anniversary of the effective date (or, if Rule 144(k) is amended to
provide a shorter restrictive period, such shorter period) or (iii)
the date as of which all of the Original Debentures are sold pursuant
to the Shelf Registration Statement.
This Debenture shall not 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 under the Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument
to be signed, manually or in facsimile, by its Chairman of the Board,
any Vice Chairman of the Board, the President, any Vice Chairman, any
Executive Vice President, the Chief Operating Officer or the Chief
Financial Officer and by its Treasurer or Assistant Treasurer,
Controller or the Secretary or an Assistant Secretary and a facsimile
of its corporate seal to be affixed hereunto.
THE BEAR STEARNS COMPANIES INC.
By
------------------
By
------------------
Secretary
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities, of the series designated therein,
referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
By
Authorized Officer
REVERSE OF DEBENTURE
As provided in and subject to the provisions of the
Indenture, if an Event of Default with respect to the payment of
principal or interest on the Debentures or with respect to compliance
with certain covenants occurs and is continuing, then in every such
case the Trustee or the Holders of not less than 25% in principal
amount of the then-outstanding Debentures may declare the principal
amount of all the Debentures, together with any accrued interest
(including Additional Sums, Additional Interest, Compounded Interest
and Special Interest), to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee, if such notice is given
by Holders). If the Debentures have been issued to Bear Stearns
Capital Trust I, upon such an Event of Default, if the Trustee or the
Holders of not less than 25% in principal amount of the outstanding
Debentures fails to declare the principal of all the Debentures to be
immediately due and payable, the holders of at least 25% in aggregate
liquidation amount of the corresponding Capital Securities of Bear
Stearns Capital Trust I then outstanding shall have such right by a
notice in writing to the Company and the Trustee, and upon such
declaration the principal amount of and the accrued interest
(including any Additional Sums, Additional Interest, Compounded
Interest and Special Interest) on all the Debentures shall become
immediately due and payable, provided that the payment of principal
and interest on such Debentures shall remain subordinated to the
extent provided in the Indenture.
If an Event of Default with respect to certain covenants
applicable to all series of securities issued under the Indenture
(collectively, the "Securities"), or with respect to events of
bankruptcy, insolvency or reorganization of the Company occurs and is
continuing, then and in every such case the Trustee or the Holders of
not less than 25% in principal amount of all Securities outstanding
under the Indenture (voting as a single class) may declare the
principal amount of all such Securities to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee
if such notice is given by Holders), provided that, in the case of
Securities of a series issued under the Indenture to a Bear Stearns
Trust, if upon such an Event of Default the Trustee and the Holders of
not less than 25% in principal amount of all outstanding Securities of
that series fail to declare the principal of all the Securities of
that series to be immediately due and payable, the holders of at least
25% in aggregate liquidation amount of the corresponding Capital
Securities of such Bear Stearns Trust then outstanding shall have such
right by a notice in writing to the Company and the Trustee; and upon
any such declaration the principal amount of and the accrued interest
(including any Additional Sums, Additional Interest, Compounded
Interest and Special Interest) on all the Securities of that series
shall become immediately due and
payable, provided that the payment of principal and interest shall
remain subordinated to the extent provided in the Indenture.
The Indenture provides that in certain events such
declaration that principal and accrued interest are due and payable,
and the consequences of such declaration, may be rescinded and
annulled by the holders of a majority in principal amount of the
Securities then outstanding under the Indenture as to which such an
acceleration of the payment of principal has occurred, voting as one
class. In the case of Securities of a series issued under the
Indenture to a Bear Stearns Trust, should the Holders of Securities of
that series fail to rescind and annul such declaration and its
consequences, the Holders of a majority in aggregate liquidation
amount of the corresponding Capital Securities or Preferred Securities
of such Bear Stearns Trusts shall have such right. The Indenture also
provides that the Holders of a majority in principal amount of all of
the Securities of all series then outstanding as to which an Event of
Default has occurred may, on behalf of all Holders of such Securities,
waive any past default under the Indenture other than (a) a default in
the payment of the principal of or interest on any of the Securities
or (b) a default in respect of a covenant or provision of the
Indenture which under the terms of the Indenture cannot be modified or
amended without the consent of each Holder of Securities so affected.
In the case of Securities of one or more series issued to one or more
Bear Stearns Trusts, the Indenture provides that the Holders of a
majority in aggregate liquidation amount of the corresponding Capital
Securities or Preferred Securities issued by such Bear Stearns Trusts
shall also have the right to waive such defaults.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a
majority in principal amount of the outstanding Securities of all
affected series (voting as one class), to modify the Indenture in a
manner affecting the rights of the holders of the Securities of each
such series; provided, however, that no such modification shall (i)
change the fixed maturity of any Securities, or reduce the rate or
extend the time of payment of interest thereon or reduce the principal
amount thereof, or change the provisions pursuant to which the rate of
interest on the Securities is determined if such change could reduce
the rate of interest thereon, or reduce the minimum rate of interest
thereon, or reduce any amount payable upon any redemption thereof, or
adversely affect any right to convert the Securities in accordance
with the Indenture, or reduce the amount to be paid at maturity or
upon redemption or make the principal thereof or any interest thereon
or on any overdue principal amount payable in any coin or currency
other than that provided in the Securities without the consent of the
holder of each Security so affected, (ii) reduce the aforesaid
percentage of Securities, the holders of which are required to consent
to any supplemental indenture, without the consent of the holders of
all Securities then Outstanding, or (iii) modify any of the provisions
of Section
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4.07, Section 6.06 or Section 10.02 of the Indenture, except to
increase any such percentage or to provide that certain other
provisions of the Indenture cannot be modified or waived without the
consent of the holder of each Security affected thereby or (iv) modify
the provisions of Article XIV of the Indenture with respect to the
subordination of outstanding Securities of any series in a manner
adverse to the holders thereof, without the consent of the holder of
each Security so affected; provided, further, that, in the case of the
Securities of a series issued to a Bear Stearns Trust, so long as any
of the corresponding series of Capital Securities issued by such Bear
Stearns Trust remains outstanding, (i) no such amendment shall be made
that adversely affects the holders of such Capital Securities in any
material respect (including any amendment which would result in a Bear
Stearns Trust being classified as other than a grantor trust for
United States federal income taxes), and no termination of the
Indenture shall occur, and no waiver of any Event of Default with
respect to such series or compliance with any covenant with respect to
such series under the Indenture shall be effective, without the prior
consent of the holders of at least a majority of the aggregate
liquidation amount of such Capital Securities then outstanding, unless
and until the principal (and premium, if any) of the Securities of
such series and all accrued and unpaid interest (including any
Additional Sums, Additional Interest, Compounded Interest and Special
Interest) thereon shall have been paid in full and (ii) no amendment
shall be made to Section 6.05 of the Indenture (regarding the right of
holders of Capital Securities to institute a suit directly against the
Company) that would impair the rights of the holders of Capital
Securities provided therein without the prior consent of all holders
of Capital Securities then outstanding, unless and until the principal
(and premium, if any) of the Securities of such series and all accrued
and unpaid interest (including any Additional Sums, Additional
Interest, Compounded Interest and Special Interest) thereon have been
paid in full.
The Debenture will be prepayable, in whole or in part, at
the option of the Company at any time on or after January 15, 2002, at
a prepayment price (the "Optional Redemption Price") equal to the
outstanding principal amount of the Debenture plus accrued interest
thereon to the date of prepayment.
Upon the occurrence and during the continuation of a Tax
Event, in respect of the Trust, the Company may, at its option, at any
time within 90 days of the occurrence of such Tax Event redeem this
Debenture, in whole but not in part, at a prepayment price (the "Tax
Event Prepayment Price") equal to the greater of (i) 100% of the
principal amount hereof; or (ii) as determined by a Calculation Agent,
the sum of the present value of the principal amount that would be
payable with respect to an optional redemption of a Debenture on
January 15, 2002, together with the present values of scheduled
payments of interest from the prepayment date to January 15, 2002, in
each case discounted to the prepayment date on a semi-annual basis at
the Adjusted CMT Rate, plus, in each case,
accrued and unpaid interest to but excluding the date of prepayment.
However, if the Company redeems the Debenture as a result of a Tax
Event which occurs on or after January 15, 2002, then the Tax Event
Prepayment Price shall be the Optional Redemption Price that would be
payable on optional redemption of the Debentures on the date of such
prepayment, which includes accrued and unpaid interest to the date of
prepayment.
Any consent or waiver by the Holder of this Debenture given
as provided in the Indenture (unless effectively revoked as provided
in the Indenture) shall be conclusive and binding upon such Holder and
upon all future Holders of this Debenture and of any Debenture issued
in exchange, registration of transfer, or otherwise in lieu hereof
irrespective of whether any notation of such consent or waiver is made
upon this Debenture or such other Debentures. 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 interest on this
Debenture, at the places, at the respective times, at the rate and in
the coin or currency herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Debenture may be
registered on the Register of the Debentures upon surrender of this
Debenture for registration of transfer at the offices maintained by
the Company or its agent for such purpose, duly endorsed by the Holder
hereof or his attorney duly authorized in writing, or accompanied by a
written instrument of transfer in form satisfactory to the Company and
the Securities registrar duly executed by the Holder hereof or his
attorney duly authorized in writing, but without payment of any charge
other than a sum sufficient to reimburse the Company for any tax or
other governmental charge incident thereto. Upon any such
registration of transfer, a new Debenture or Debentures of authorized
denomination or denominations for the same aggregate principal amount
will be issued to the transferee in exchange herefor.
Prior to due presentment for registration of transfer of
this Debenture, the Company, the Trustee, and any agent of the Company
or the Trustee may deem and treat the person in whose name this
Debenture shall be registered upon the Register of the Debentures of
this series as the absolute owner of this Debenture (whether or not
this Debenture shall be overdue and notwithstanding any notation of
ownership or other writing hereon) for the purpose of receiving
payment of or on account of the principal hereof and, subject to the
provisions on the face hereof, interest due hereon and for all other
purposes; and neither the Company nor the Trustee nor any such agent
shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of
or interest on this Debenture, or for any claim based hereon or
otherwise in respect hereof, or based on or in
respect of the Indenture or any indenture supplemental thereto,
against any stockholder, officer, director or employee, as such, past,
present or future, of the Company or of any successor corporation,
either directly or through the Company, 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 a part of the consideration for the issue
hereof, expressly waived and released.
This Debenture shall be deemed to be a contract made under
the laws of the State of New York and for all purposes shall be
governed by and construed in accordance with, the laws of said State.
[IF DEBENTURE IS AN ORIGINAL DEBENTURE, INSERT:]
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
Please insert Social Security or other
identifying number of assignee:
-------------------------
----------------------------------------------------------------------
(Name and Address of Assignee, including Zip Code,
must be printed or typewritten)
----------------------------------------------------------------------
the within Junior Subordinated Deferrable Interest Debenture (the
"Debenture"), and all rights thereunder, hereby irrevocably
constituting and appointing
Attorney to transfer said Debenture on the
--------------------
Register of the Debentures, with full power of substitution in the
premises.
In connection with any transfer of the within Debenture occurring
prior to the Transfer Restriction Termination Date, the undersigned
confirm that such Debenture is being transferred:
[_] To The Bear Stearns Companies Inc. (the "Company") or a
subsidiary thereof; or
[_] Pursuant to and in compliance with Rule 144A under the
Securities Act of 1933, as amended; or
[_] Pursuant to or in accordance with another exemption
from the registration requirements of the Securities
Act of 1933, as amended;
and unless the box below is checked, the undersigned
confirms that such Security is not being transferred to
an "affiliate" of the Company, as defined in Rule 144
under the Securities Act of 1933, as amended (an
"Affiliate"):
[_] The transferee is an Affiliate of the Company.
Date:
-------------------
---------------
---------------
Signature(s)
Signature(s) must be guaranteed by a commercial
bank or trust company or a member firm of a major
stock exchange.
NOTICE: The signature to this assignment must correspond
with the name as it appears upon the face of the within Junior
Subordinated Deferrable Interest Debenture in every particular,
without alteration or enlargement or any change whatever.
--------------------
[IF DEBENTURE IS AN EXCHANGE DEBENTURE, INSERT:]
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers the within Junior Subordinated Deferrable Interest Debenture
(the "Debenture") and all rights thereunder, unto
Please insert Social Security or other
identifying number of assignee:
-------------------------
----------------------------------------------------------------------
(Name and Address of Assignee, including Zip Code,
must be printed or typewritten)
----------------------------------------------------------------------
and hereby irrevocably constitutes and appoints
Attorney to transfer said Debenture on the
--------------------
Register of the Debentures, with full power of substitution in the
premises.
Date:
-------------------
---------------
---------------
Signature(s)
Signature(s) must be guaranteed by a commercial
bank or trust company or a member firm of a major
stock exchange.
NOTICE: The signature to this assignment must correspond
with the name as it appears upon the face of the within Junior
Subordinated Deferrable Interest Debenture in every particular,
without alteration or enlargement or any change whatever.
--------------------
FORM OF SCHEDULE FOR ENDORSEMENTS ON GLOBAL DEBENTURE
TO REFLECT CHANGES IN PRINCIPAL AMOUNT
The initial principal amount
evidenced by this
Global Debenture is $________.
Changes to Principal Amount of Global Debenture
Principal Amount by which this Remaining Principal
Global Debenture is to be Amount of this Global
Date Reduced and Reason for Reduction
-------------------------------------
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