Exhibit 4 (c)
FORM OF RESOLUTION CREATING 8-3/4% DEBENTURES DUE 2017
NOW, THEREFORE, BE IT RESOLVED: That the following resolutions are adopted
by the Special Committee effective March 5, 1987.
BE IT FURTHER RESOLVED: That there is hereby approved and established a
series of Securities under the Indenture, whose terms shall be as follows:
(1) The series of Securities established hereby to be issued pursuant to
the Indenture shall be known and designated as the "8-3/4% Debentures Due 2017"
(the "Debentures").
(2) The aggregate principal amount of the Debentures is limited to
$200,000,000 (except as provided in Section 2.01(2) of the Indenture).
(3) The stated maturity of the principal of the Debentures shall be March
1, 2017.
(4) The Debentures shall bear interest at the rate of 8-3/4% per annum
from March 1, 1987 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, payable on each
September 1 and March 1, commencing September 1, 1987 until the principal amount
thereof is paid or made available for payment. Each September 1 and March 1
shall be an "Interest Payment Date" for the Debentures. The August 15 or
February 15 (whether or not a Business Day) next preceding an Interest Payment
Date shall be the "Regular Record Date" for the interest payable on such
Interest Payment Date.
(5) The principal of (and premium, if any) and interest on the Debentures
shall be payable, and the Debentures shall be transferable and exchangeable, at
the office or agency of the Corporation maintained for that purpose in the City
of Chicago, State of Illinois; PROVIDED, HOWEVER, that at the option of the
Corporation, payment of interest may be made by check mailed to the address of
the Holder entitled thereto as such address shall appear in the Security
Register.
(6) The Debentures shall be redeemable at the Corporation's option, as a
whole or in part, upon not less than 30 nor more than 90 days' notice given as
provided in the Indenture, at any time prior to maturity upon payment of the
applicable optional redemption price set forth in the form of the Debenture
attached hereto, plus accrued interest to the date of redemption (provided
that instalments of interest, the stated maturity of which is on or prior to
the date of redemption, shall be payable to the Holders of such Debentures,
registered as such at the close of business on the relevant record dates,
according to the terms and provisions of Sections 2.04 and 3.03 of the
Indenture).
Notwithstanding the foregoing, the Corporation may not, prior to March 1,
1997, redeem any of the Debentures pursuant to this item 6, as part of, or in
anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed by or for the account of the Corporation or any
of its Subsidiaries (as defined in item 10 of this Resolution) having an
interest cost (calculated in accordance with generally accepted
financial practice) of less than 8.77% per annum.
(7) As and for a sinking fund (the "Sinking Fund") for the retirement of
the Debentures the Corporation will, until all the Debentures are paid or
payment thereof provided for, deposit with the Trustee prior to March 1 in each
year, commencing with the year 1998 to and including the year 2016, an amount in
cash sufficient to redeem, at 100% of their principal amount, not less than
$10,000,000 aggregate principal amount of the Debentures (the "mandatory
amount") nor more than $25,000,000, less the amount of any credit against such
payment received by the Corporation under the following paragraph. Each such
Sinking Fund payment shall be applied to the redemption of Debentures on such
March 1, as provided below. The right to deposit an amount sufficient to redeem
in excess of $10,000,000 aggregate principal amount of the Debentures for the
Sinking Fund in any of the years 1998 to 2016, inclusive, shall be
noncumulative.
The Corporation (1) may deliver uncancelled Debentures (other than any
previously called for redemption) and (2) may apply as a credit (i) Debentures
redeemed at the election of the Corporation pursuant to item 6 of this
Resolution and (ii) Debentures redeemed in excess of the mandatory amounts
pursuant to the preceding paragraph in satisfaction of all or any part of any
Sinking Fund payment required to be made pursuant to the preceding paragraph
(provided that Debentures so delivered or credited have not been previously
delivered or credited in satisfaction of any mandatory Sinking Fund payment or
any retirement of Senior Funded Debt of the Corporation or Funded Debt of a
Restricted Subsidiary pursuant to item 10 of this Resolution). Each such
Debenture shall be received or credited for such purpose by the Trustee at 100%
of its principal amount for redemption through the operation of the Sinking
Fund, and the amount of such Sinking Fund payment shall be reduced accordingly.
On or before January 15 in each year commencing with the year 1998 to and
including the year 2016, the Corporation will deliver to the Trustee an
Officer's Certificate specifying
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the amount of the next ensuing Sinking Fund payment (in which event the amount
so specified shall be due prior to the next ensuing March 1) and the portions of
such Sinking Fund payment which are to be satisfied by payment of cash, by
delivery of Debentures or by crediting Debentures, and will also deliver to the
Trustee the Debentures to be so delivered. Such Officers' Certificate shall
also state that the Debentures then delivered or forming the basis of any such
credit qualify therefor under the preceding paragraph and do not include any
Debentures which have been previously credited against any Sinking Fund payment
or any retirement of Funded Debt pursuant to item 10 of this Resolution. In
case of the failure, on or before January 15 in any such year, of the
Corporation to give such notice and to deliver such Debentures, if any, the
Sinking Fund obligation shall be $10,000,000 and shall be paid entirely in cash.
On or before February 1 in each such year the Trustee shall select the
Debentures or portions thereof to be redeemed upon the next ensuing
March 1 in the manner specified, and cause notice of the redemption thereof to
be given in the name of and at the expense of the Corporation in the manner
provided, in Section 3.02 of the Indenture. Such notice having been duly given,
the Sinking Fund payment shall be applied to the redemption of such Debentures
or portions, such redemption to be made upon the terms and in the manner stated
in Section 3.03 of the Indenture.
(8) The Debentures shall be issued only in denominations of $1,000 and
integral multiples thereof.
(9) The Debentures shall be issued as Registered Securities only, in fully
registered form.
(10) The following additional covenants of the Corporation shall be added
for the benefit of the Debentures:
DEFINITIONS APPLICABLE TO COVENANTS. The following definitions shall
be applicable to the covenants specified below:
(i) "Attributable Debt" means as to any particular lease under
which any Person is at the time liable and at any date as of which the
amount thereof is to be determined, the total net amount of rent
required to be paid by such Person under such lease during the
remaining term thereof (including any period for which such lease has
been extended or may, at the option of the lessor, be extended),
discounted from the respective due dates thereof to such date at a
rate per annum equal to one-fourth of one percent above the rate per
annum borne by the Debentures compounded semi-annually. The net amount
of rent required to be paid under any such lease for any such period
shall be the aggregate
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amount of the rent payable by the lessee with respect to such period
after excluding amounts required to be paid on account of maintenance
and repairs, insurance, taxes, assessments, water rates and similar
charges. In the case of any lease which is terminable by the lessee
upon the payment of a penalty, such net amount shall also include the
amount of such penalty, but no rent shall be considered as required to
be paid under such lease subsequent to the first date upon which it
may be so terminated.
(ii) "Consolidated Net Tangible Assets" means the aggregate
amount of assets (including investments in Unrestricted Subsidiaries,
but less applicable reserves an other properly deductible items) after
deducting therefrom (a) all liabilities and liability items except
Funded Debt, deferred income taxes and stockholders' equity, and (b)
all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles, in each case computed
in accordance with generally accepted accounting principles, which
under generally accepted accounting principles would appear on a
consolidated balance sheet of the Corporation and its Restricted
Subsidiaries.
(iii) "Funded Debt" means any indebtedness for money borrowed
maturing on, or extendible at the option of the obligor to, a date
more than one year from the date of the determination thereof.
(iv) "Mortgage" means and includes any mortgage, pledge, lien,
security interest, conditional sale or other title retention agreement
or other similar encumbrance.
(v) "Principal Operating Property" means any principal
manufacturing plant, or distribution or research facility, and related
raw material and other facilities (other than facilities acquired
subsequent to the date hereof for the control or abatement of
atmospheric pollutants or contaminants, water pollution, noise, odor
or other pollution) which on the effective date hereof or at any time
subsequent thereto is located in the United States and has been owned
and operated by the Corporation or any Subsidiary for more
than 90 days, provided, however, that any principal manufacturing
plant, or distribution or research facility, and related raw
material and other facilities (not theretofore owned
by the Corporation or a Subsidiary) owned and operated by a
corporation which becomes
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a Subsidiary after the effective date hereof shall not constitute a
Principal Operating Property unless owned and operated by such
corporation for more than 90 days after it becomes a Subsidiary; and
provided, further, that the Board of Directors may by Board Resolution
declare that any plant is not of material importance to the business
of the Corporation and its Restricted Subsidiaries as a whole, in
which case such plant shall not be deemed to be a Principal Operating
Property.
(vi) "Restricted Subsidiary" means as of the date of
determination any Subsidiary which owns any Principal Operating
Property.
(vii) "Senior Funded Debt" means all Funded Debt, and all
renewals, extensions and refundings of Funded Debt, except
Subordinated Funded Debt.
(viii) "Subordinated Funded Debt" means (i) the Corporation's
4.85% Subordinated Sinking Fund Debentures due 1991 and (ii) any other
unsecured Funded Debt of the Corporation which is expressly made
subordinate and junior in rank and right of payment to the Debentures
in the event of any insolvency or bankruptcy proceedings, and any
receivership, liquidation, reorganization or other similar proceedings
in connection therewith, relative to the Corporation or to its
creditors, as such, or to its property, and in the event of any
proceedings for voluntary liquidation, dissolutions or other winding
up of the Corporation, whether or not involving insolvency or
bankruptcy.
(ix) "Subsidiary" of the Corporation means any corporation at
least a majority of the shares of the Voting Stock (or the equivalent
thereof, in the case of corporations organized outside the United
States of America) of which shall at the time be owned, directly or
indirectly, by the Corporation or by one or more Subsidiaries or by
the Corporation and one or more Subsidiaries.
(x) "Unrestricted Subsidiary" means any Subsidiary other than
a Restricted Subsidiary.
(xi) "Voting Stock", as applied to the stock of any
corporation, means stock of any class or classes (however designated)
having ordinary voting power for the election of a majority of the
directors of such corporation, other than stock having such power only
by reason of the happening of a contingency.
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LIMITATION ON LIENS. So long as any Debentures shall be Outstanding,
the Corporation will not itself, and will not permit any Restricted
Subsidiary to, incur, issue, assume, guarantee or suffer to exist any
indebtedness for money borrowed (indebtedness for money borrowed being
hereinafter in this paragraph called "Debt") secured by a Mortgage on any
Principal Operating Property of the Corporation or any Restricted
Subsidiary, or any shares of stock of or Debt of any Restricted Subsidiary,
without effectively providing that the Debentures (together with, if the
Corporation shall so determine, any other Debt of the Corporation or such
Restricted Subsidiary then existing or thereafter created which is not
subordinated Debt) shall be secured equally and ratably with (or, at the
option of the Corporation, prior to) such secured Debt so long as such
secured Debt shall be so secured, unless, after giving effect thereto, the
aggregate amount of all such secured Debt plus all Attributable Debt of the
Corporation and its Restricted Subsidiaries in respect of sale and
leaseback transactions (as defined in the following paragraph, but
excluding leases exempt from the prohibition of the following paragraph by
clauses (B) through (D), inclusive, thereof) would not exceed 5% of
Consolidated Net Tangible Assets; provided, however, that this paragraph
shall not apply to, and there shall be excluded from secured Debt in any
computation under this paragraph, Debt secured by:
(A) Mortgages on, and limited to, property of, or on any
shares of stock of or Debt of, any corporation existing at the time
such corporation becomes a Restricted Subsidiary;
(B) Mortgages in favor of the Corporation or any Restricted
Subsidiary;
(C) Mortgages in favor of any governmental body to secure
progress, advance or other payments pursuant to any contract or
provision of any statute;
(D) (i) if made and continuing in the ordinary course of
business, any Mortgage as security for the performance of any contract
or undertaking not directly or indirectly in connection with the
borrowing of money or the securing of Debt, or (ii) any Mortgage with
any governmental agency required or permitted to qualify the
Corporation or any Restricted Subsidiary to conduct business, to
maintain self-insurance or to obtain the benefits of any law
pertaining to workmen's compensation, unemployment insurance, old age
pensions, social security or similar matters;
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(E) Mortgages for taxes, assessments or governmental charges
or levies if such taxes, assessments, governmental charges or levies
shall not at the time be due and payable, or if the same thereafter
can be paid without penalty, or if the same are being contested in
good faith by appropriate proceedings;
(F) Mortgages created by or resulting from any litigation or
legal proceeding which at the time is currently being contested in
good faith by appropriate proceedings; or Mortgages arising out of
judgments or awards as to which the time for prosecuting an appeal or
proceeding for review has not expired;
(G) Mortgages on, and limited to, property (including
leasehold estates), shares of stock or Debt existing at the time of
acquisition thereof (including acquisition through merger or
consolidation) or to secure the payment of all or any part of the
purchase price thereof or construction thereon or to secure any Debt
incurred prior to, at the time of, or within 120 days after the later
of the acquisition, the completion of construction or the commencement
of full operation of such property or within 120 days after the
acquisition of such shares or Debt for the purpose of financing all or
any part of the purchase price thereof or construction thereon; or
(H) any extension, renewal or replacement (or successive
extensions, renewals or replacements), as a whole or in part, of any
Mortgage referred to in the foregoing clauses (A) through (G),
inclusive, provided, that (i) such extension, renewal or replacement
Mortgage shall be limited to all or a part of the same property,
shares of stock or Debt that secured the Mortgage extended, renewed or
replaced (plus improvements on such property) and (ii) the Debt
secured by such Mortgage at such time is not increased.
LIMITATION ON SALE AND LEASEBACK. So long as any Debentures shall be
Outstanding, except as hereinafter provided, the Corporation will not
itself, and it will not permit any Restricted Subsidiary to, enter into any
transaction with any bank, insurance company or other lender or investor,
or to which any such bank, company, lender or investor is a party,
providing for the leasing by the Corporation or a Restricted Subsidiary of
any Principal Operating Property owned at March 1, 1987 which has been or
is to be sold or transferred by the Corporation or a Restricted Subsidiary
to such bank, company, lender or investor, or to any Person to whom funds
have been or are to
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be advanced by such bank, company, lender or investor on the security of
such Principal Operating Property (herein referred to as a "sale and
leaseback transaction"). This covenant shall not apply to any sale and
leaseback transaction if:
(A) the Corporation or such Restricted Subsidiary could create Debt
secured by a Mortgage pursuant to the preceding paragraph, without regard
to clauses (A) through (H) thereof, on the Principal Operating Property to
be leased in an amount equal to the Attributable Debt with respect to such
sale and leaseback transaction without equally and ratably securing the
Debentures, or
(B) the Corporation or a Restricted Subsidiary, within 120 days after
the sale or transfer shall have been made by the Corporation or by a
Restricted Subsidiary, applies an amount equal to the greater of the net
proceeds from the sale of the Principal Operating Property leased pursuant
to such arrangement or the fair market value of the Principal Operating
Property so leased at the time of entering into such arrangement (as
determined in any manner approved by the Board of Directors) to the
retirement of Senior Funded Debt of the Corporation or Funded Debt of a
Restricted Subsidiary; provided, that the amount to be applied to the
retirement of Senior Funded Debt of the Corporation or Funded Debt of a
Restricted Subsidiary shall be reduced by (i) the principal amount of any
Debentures (or other debentures or notes constituting Senior Funded Debt
of th Corporation or Funded Debt of a Restricted Subsidiary) delivered with
in 75days after such sale or transfer to the Trustee or other applicable
trustee for retirement and cancellation and (ii) the principal amount of
Senior Funded Debt of the Corporation or Funded Debt of a Restricted
Subsidiary, other than Funded Debt included under clause (i), voluntarily
retired by the Corporation or a Restricted Subsidiary within 75 days after
such sale. Notwithstanding the foregoing, no retirement referred to in this
clause (B) may be effected by payment at maturity or pursuant to any
mandatory sinking fund payment or any mandatory prepayment provision, or
(C) the lease in such sale and leaseback transaction is for a period,
including renewals, of no more than three years; or
(D) such arrangement is between the Corporation and a Restricted
Subsidiary or between Restricted Subsidiaries.
(11) The following additional Event of Default shall be added for the
benefit of the Debentures:
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any event of default or events of default as defined in any mortgages,
indentures or instruments, under which there may be issued, or by which
there may be secured or evidenced, any indebtedness for borrowed money of
the Corporation or any Subsidiary in excess of $50,000,000 principal amount
in the aggregate, whether such indebtedness now exists or shall hereafter
be created, which shall happen and shall result in such indebtedness
becoming or being declared due and payable prior to the date on which it
would otherwise become due and payable, and such acceleration or
accelerations shall not be rescinded or annulled for a period of ten days
after there has been given, by registered or certified mail, to the
Corporation by the Trustee or to the Corporation and the Trustee by the
Holders of at least 25% in principal amount of the Debentures Outstanding,
a written notice specifying such event of default or events of default and
requiring the Corporation to cause such acceleration or accelerations to be
rescinded or annulled and stating that such notice is a "Notice of Default"
hereunder.
For all purposes of the Indenture, the foregoing Event of Default shall be
deemed to be an Event of Default described in (a), (b) or (c) of Section 6.01 of
the Indenture.
(12) The following additional provisions shall be added for the benefit of
the Debentures:
LIMITED MANDATORY REDEMPTION OBLIGATION.
(a) DEFINITIONS. For purposes of this provision, the following
definitions shall apply:
(i) "Affiliate" of a Person means any other Person
controlling, controlled by or under common control with such Person,
either solely with respect to the purchase or other acquisition of
Common Shares or otherwise.
(ii) "Common Shares" means the shares of Common Stock, $4.00
par value per share, of the Corporation.
(iii) "Designated Event" means any one or more of the following,
which occurs subsequent to December 15, 1986:
(A) (1) the Corporation shall consolidate with or merge
into any other corporation or convey, transfer or lease all or
substantially all of its assets to any Person, or (2) any Person
shall consolidate with or merge into the
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Corporation pursuant to a transaction in which the Common Shares
then outstanding are changed or exchanged;
(B) any person (other than the Corporation or any
Subsidiary) shall purchase or otherwise acquire directly or
indirectly the beneficial ownership of Common Shares and
immediately after such purchase or acquisition such Person and
its Affiliates shall directly or indirectly beneficially own in
the aggregate twenty percent or more of the Common Shares then
outstanding;
(C) the Corporation or any Subsidiary shall purchase or
otherwise acquire directly or indirectly in one or more
transactions an aggregate of thirty percent or more of the Common
Shares outstanding on the date immediately prior to the last such
purchase or other acquisition; or
(D) the Corporation shall make any distribution or
distributions of cash, property or securities (other than regular
periodic cash dividends at a rate which is substantially
consistent with past practice, including with respect to
increases in dividends, and other than Common Shares or rights to
acquire Common Shares) to holders of Common Shares, whether by
means of dividend, reclassification, recapitalization or
otherwise, having an aggregate, fair market value (as determined
in good faith by the Board of Directors, whose determination
shall be conclusive) in excess of an amount equal to (1) thirty
percent of the fair market value (based on the closing last sale
price of the Common Shares as reported in the Midwest Edition of
the WALL STREET JOURNAL) of all of the Corporation's Common
Shares outstanding on the date immediately prior to the date of
such distribution (or, if there be more than one, the last such
distribution), less (2) all amounts expended by the Corporation
and its Subsidiaries (the amount expended, if other than in cash,
to be determined in good faith by the Board of Directors, whose
determination shall be conclusive) to purchase or otherwise
acquire Common Shares subsequent to December 15, 1986 and prior
to the date of such distribution (or, if there be more than one,
the last such distribution).
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(iv) "Person" means any Person as defined in the Indenture but
shall also include a group within the meaning of Section 13(d)(3) (or
any successor provision) of the Securities Exchange Act of 1934.
(v) For purposes of this paragraph (a), "beneficial ownership"
shall be determined in accordance with Rule 13d-3 (or any successor
rule) of the Securities and Exchange Commission under the Securities
and Exchange Act of 1934.
(b) MANDATORY REDEMPTION. If,
(i) a Designated Event shall occur at any time prior to
December 15, 1987 or a proposal to consummate a Designated Event shall
be publicly announced prior to December 15, 1987 and shall thereafter
occur, and
(ii) the Prevailing Rating of the Debentures by Standard &
Poor's Corporation or its successor ("S&P") or Moody's Investors
Service, Inc. or its successor ("Moody's") is less than BBB- the case
of S&P or Baa3 in the case of Moody's (A) on any date within 60 days
following the occurrence of such Designated Event or (B) on any date
in the event that such Prevailing Rating is the result of a downgrade
which the relevant rating agency has publicly announced to have been
casued solely by the occurrence (or proposed occurrence) of such
Designated Event and related transactions,
then the Corporation (or its successor) shall redeem the Debentures in
whole (except as provided in paragraph (d) below), upon not less than 30
days' notice given as provided in the Indenture, at a redemption price of
100% of the principal amount of the Debentures plus accrued interest to the
date of redemption (provided that instalments of interest, the stated
maturity of which is on or prior to the date of redemption, shall be
payable to the Holder of such Debentures, registered as such as the close
of business on the relevant record dates, according to the terms and
provisions of Section 2.04 and 3.03 of the Indenture). The date of
redemption for any redemption required by this paragraph (b) shall be not
more than 75 days following the earliest date on which the conditions
specified in clause (i) and (ii) above shall have been satisfied. Nothing
contained in this paragraph (b) shall require the Corporation to effect
more than one redemption of the Debentures, irrespective of any elections
made by Holders pursuant to paragraph (d) below.
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(c) PREVAILING RATING. The "Prevailing Rating" of the Debentures on
any date shall be the rating of the Debentures by S&P or Moody's as of the
close of business on such date. The Corporation shall take all reasonable
action necessary to enable S&P and Moody's to provide ratings for the
Debentures.
(d) ELECTION BY HOLDERS. Any Holder of Debentures may elect not to
have redeemed all (but not less than all) the Debentures held by such
Holder by delivering written notice of such election to the Corporation (or
an agent designated by the Corporation for such purpose in the notice of
redemption) by the close of business on the fifteenth day preceding the
date of redemption, which notice shall specify the name of such Holder and
shall identify the Debentures which are not to be redeemed and their
aggregate principal amount. No such notice shall be deemed to have been
delivered until such notice is actually received by the Corporation (or its
agent).
(13) The provisions of Article Twelve of the Indenture relating to
defeasance of Securities shall be applicable to the Debentures, except that
Section 12.02 of the Indenture as it relates to the Debentures shall be replaced
by the following provision:
SATISFACTION, DISCHARGE AND DEFEASANCE OF DEBENTURES. At the
Corporation's option, either (a) the Corporation shall be deemed to have
paid and discharged the entire indebtedness on all the Outstanding
Debentures and the Trustee, at the expense of the Corporation, shall
execute proper instruments acknowledging satisfaction and discharge of such
indebtedness, or (b) the Corporation shall cease to be under any obligation
to comply with any term, provision, condition or covenant applicable to the
Debentures of a series set forth in Section 11.01 of the Indenture, in item
10 of this Resolution (I.E., the covenants regarding "Limitation on Liens"
and "Limitation on Sale and Leaseback") and in item 12 of this Resolution
(i.e., the provisions regarding "Limited Mandatory Repurchase Obligation")
when
(1) with respect to all Outstanding Debentures,
(A) the Corporation shall have deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose an
amount sufficient to pay and discharge the entire indebtedness of all
Outstanding Debentures for principal (and premium, if any) and
interest to the stated maturity or any
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redemption date (as contemplated by the penultimate paragraph hereof),
as the case may be; or
(B) the Corporation shall have deposited or caused to be
deposited with the Trustee as obligations in trust for the purpose
such amount of direct noncallable obligations of, or noncallable
obligations the payment of principal of and interest on which is fully
guaranteed by, the United States of America, or to the payment of
which obligations or guarantees the full faith and credit of the
United States of America is pledged, maturing as to principal and
interest in such amounts and at such times as will, together with the
income to accrue thereon (but without reinvesting any proceeds
thereof), be sufficient to pay and discharge the entire indebtedness
on all Outstanding Debentures for principal (and premium, if any) and
interest to the stated maturity or any redemption date (as
contemplated by the penultimate paragraph hereof), as the case may be;
(2) the Corporation shall have paid or caused to be paid all other
sums payable with respect to the Outstanding Debentures;
(3) if the Debentures are then listed on any national securities
exchange, the Corporation shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Corporation's exercise of its option under
this provision would not cause such Debentures to be delisted;
(4) no Event of Default or event (including such deposit) which with
notice or lapse of time would become an Event of Default with respect to
the Debentures shall have occurred and be continuing on the date of such
deposit;
(5) the Corporation shall have delivered to the Trustee an Opinion of
Counsel of nationally recognized tax counsel to the effect that Holders of
the Debentures will not recognize income, gain or loss for Federal income
tax purposes as a result of the Corporation's exercise of its option under
this provision and will be subject to Federal income tax in the same amount
and in the same manner and at the same times as would have been the case if
such option had not been exercised;
(6) the Corporation shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Corporation's exercise of its option under
this provision will not cause any violation of the Investment Company Act
of 1940, as amended, on the part of the Corporation, the
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trust, the trust funds representing the Corporation's deposit or the
Trustee; and
(7) the Corporation shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Corporation's exercise of its option under this
provision have been complied with.
Any deposits with the Trustee referred to above shall be
irrevocable and shall be made under the terms of an escrow trust agreement
in form and substance satisfactory to the Trustee. If any Outstanding
Debentures are to be redeemed prior to their stated maturity (including
through operation of the Sinking Fund applicable to the Debentures), the
applicable escrow trust agreement shall provide therefor and the
Corporation shall make such arrangements as are satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Corporation.
For purposes of this provision, "discharged" means that the
Corporation shall be deemed to have paid and discharged the entire
indebtedness represented by, and obligations under, the Debentures and to
have satisfied all the obligations under this Indenture relating to the
Debentures (and the Trustee, at the expense of the Corporation, shall
execute proper instruments acknowledging the same), except (x) the rights
of Holders of Debentures to receive, from the trust fund described above,
payment of the principal (and premium, if any) of and interest on such
Debentures when such payments are due, (y) the Corporation's obligations
with respect to the Debentures under Sections 2.05, 2.07, 4.02 and 12.03 of
the Indenture and (z) the rights, powers, trusts, duties and immunities of
the Trustee hereunder.
BE IT FURTHER RESOLVED: That the form of the Debenture attached hereto is
in all respects approved, and that the execution and delivery of the Debentures
as provided in the Indenture is hereby authorized, with such changes therein as
the officer executing the same shall approve, such execution to be conclusive
evidence of such approval.
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Appendix to Exhibit 4(c)
The last two pages of the original of this exhibit is comprised of a photocopy
of a Note Certificate. Such certificate has been omitted from the EDGAR
submission and has been filed under Form SE.
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