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NEVADA POWER COMPANY
to
IBJ SCHRODER BANK & TRUST COMPANY,
as Trustee
SUPPLEMENTAL INDENTURE NO. 1
Dated as of March 1, 1997
$_______________
___________% Junior Subordinated Deferrable Interest Debentures
Series A
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NEVADA POWER COMPANY
$____________
_____% Junior Subordinated Deferrable Interest Debentures
Series A
SUPPLEMENTAL INDENTURE NO. 1
SUPPLEMENTAL INDENTURE No. 1, dated as of ________ __, 1997, between
Nevada Power Company, a Nevada corporation (the "Company"), and IBJ Schroder
Bank & Trust Company, a New York banking corporation, as Trustee (the
"Trustee").
RECITALS
The Company has heretofore executed and delivered to the Trustee a
Junior Subordinated Indenture, dated as of March 1, 1997 (the "Indenture"),
providing for the issuance from time to time of series of the Company's
Securities.
Section 301 of the Indenture provides for various matters with respect
to any series of Securities issued under the Indenture to be established in an
indenture supplemental to the Indenture.
Section 901(3) of the Indenture provides for the Company and the
Trustee to enter into an indenture supplemental to the Indenture to establish
the form or terms of Securities of any series as provided by Sections 201 and
301 of the Indenture.
For and in consideration of the premises and the issuance of the
series of Securities provided for herein, it is mutually covenanted and agreed,
for the equal and proportionate benefit of the Holders of the Securities of such
series, as follows:
ARTICLE 1
RELATION TO INDENTURE; DEFINITIONS
Section 1.1. This Supplemental Indenture No. 1 constitutes an
integral part of the Indenture.
Section 1.2. For all purposes of this Supplemental Indenture No. 1:
(1) Capitalized terms used herein without definition shall have the
meanings specified in the Indenture or in the Amended and Restated Trust
Agreement, dated as of March 1, 1997, among the Company, as Depositor, IBJ
Schroder Bank & Trust Company, as Property Trustee, Delaware Trust Capital
Management, Inc., as Delaware Trustee, and the Administrative Trustees named
therein, as the case may be;
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(2) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Supplemental
Indenture No. 1; and
(3) The terms "herein", "hereof", "hereunder" and other words of
similar import refer to this Supplemental Indenture No. 1.
ARTICLE 2
THE SERIES OF SECURITIES
Section 2.1. Title of the Securities. There shall be a series of
Securities designated the "____% Junior Subordinated Deferrable Interest
Debentures, Series A" (the "Securities").
Section 2.2. Limitation on Aggregate Principal Amount; Date of
Securities. The aggregate principal amount of the Securities shall be limited
to $___________. Each Security shall be dated the date of its authentication.
Section 2.3. Principal Payment Date. The principal amount of the
Securities Outstanding (together with any accrued and unpaid interest (including
any Additional Interest) thereon) shall be payable in a single installment on
________ __, 2037; provided, that the Company may (i) change the Maturity Date
upon the occurrence of an exchange of the Securities for the Preferred
Securities subject to certain conditions set forth in Section 314 of the
Indenture, which changed Maturity Date shall in no case be earlier than ______
__, 2002 or later than _______ __, 2046 and (ii) extend the Maturity Date
subject to certain conditions specified in Section 314 of the Indenture, which
extended Maturity Date shall in no case be later than _______ __, 2046.
Section 2.4. Interest and Interest Rates. The rate of interest on
each Security shall be ____% per annum, accruing from ________ __, 1997 and,
subject to Section 2.5, interest shall be payable, quarterly in arrears, on
March 31, June 30, September 30 and December 31 of each year (each such date, an
"Interest Payment Date"), commencing ________, 1997. The rate of any Additional
Interest that shall accrue on each Security shall be at the same rate per annum.
The amount of interest payable for any period shall be computed on the basis of
a 360-day year of twelve 30-day months. For any period of less than a full
month, interest payable shall reflect interest on the Securities computed on the
basis of the actual number of elapsed days based ona 360-day year. In the
event that any date on which interest is payable on a Security is not a Business
Day, then a payment of the interest payable on such date will be made on the
next succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on the date such payment was originally payable. The interest installment so
payable, and punctually paid or duly provided for, on any Interest Payment Date
shall be paid to the Person in whose name such Security (or one or more
Predecessor Securities) is registered in the Securities Register at the close of
business on the Regular Record Date for such interest installment, which, if
such Security is a Global Security issued to the Depositary, shall be the close
of business on the Business Day next preceding such Interest Payment Date. The
interest so payable on any Security which is not
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punctually paid or duly provided for on any Interest Payment Date shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name such Security (or one or more
Predecessor Securities) is registered in the Securities Register at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange, the Nasdaq National Market or other applicable interdealer
quotation system or self-regulatory organization on which the Securities may be
listed, and upon such notice as may be required by such exchange or other
self-regulatory organization, all as more fully provided in the Indenture.
Section 2.5. Extension of Interest Payment Period. (a) So long as
no Event of Default shall have occurred and be continuing, the Company shall
have the right, at any time during the term of the Securities, from time to
time, to defer the payment of interest on the Securities for up to 20
consecutive quarters with respect to each deferred period (each, an "Extension
Period"), during which Extension Periods the Company shall have the right to
make payments of interest on any Interest Payment Date. No Extension Period
shall end on a date other than an Interest Payment Date (and any interest so
deferred shall be payable to the Holders on the Regular Record Date to the
Interest Payment Date which ends the Extension Period). At the end of any such
Extension Period the Company shall pay all interest then accrued and unpaid on
the Securities (together with Additional Interest thereon, if any, at the annual
rate of ____%, compounded quarterly, to the extent permitted by applicable law),
provided, that during any such Extension Period, the Company will not, and will
cause all Subsidiaries not 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 or (ii) make any payment of principal of or
interest or premium, if any, on or repay, repurchase or redeem, or make any
sinking fund payment with respect to, any indebtedness that ranks PARI PASSU
with or junior in right of payment to the Securities or make any guarantee
payments with respect to indebtedness if such guarantee ranks PARI PASSU with or
junior in right of payment to the Securities (other than (a) dividends or
distributions in Common Stock of the Company, (b) redemptions or purchases of
any rights pursuant to the Company's Stock Purchase Rights Plan, or any
successor to such Stock Purchase Rights Plan, and the declaration of a dividend
of such rights or the issuance of Preferred Stock under such plans in the
future, (c) payments under any Nevada Power Guarantee, (d) purchases of Common
Stock related to the issuance of Common Stock under the Company's Stock Purchase
and Dividend Reinvestment Plan and any of the Company's benefit plans for its
directors, officers or employees and (e) purchases of Common Stock required to
prevent the loss or secure the renewal or reinstatement of any government
license or franchise held by the Company or any of its Subsidiaries). Prior to
the termination of any such Extension Period, the Company may further extend the
interest payment period. Notwithstanding any provision of this Supplemental
Indenture No. 1 or the Indenture to the contrary, no Extension Period shall
exceed 20 consecutive quarters or extend beyond the Maturity Date of the
Securities. Upon termination of any such Extension Period and upon the payment
of all accrued and unpaid interest and any Additional Interest then due, the
Company may elect to begin a new Extension Period, subject to the requirements
hereof. No interest shall be due and payable during an Extension Period, except
at the end thereof. The Company shall give the Holders of the Securities and
the Property Trustee, the Administrative Trustees and the Trustee written notice
of its election to begin or continue any such Extension Period at least one
Business Day prior to the earlier of (i) the date
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the Distributions on the Preferred Securities would have been payable except for
the election to begin or continue such Extension Period or (ii) the date the
Administrative Trustees are required to give notice to any securities exchange,
the Nasdaq National Market or other applicable interdealer quotation system or
self-regulatory organization or to holders of such Preferred Securities of the
record date or the date such Distributions are payable, but in any event not
less than one Business Day prior to such record date. The Trustee shall
promptly give notice of the Company's election to begin or continue any such
Extension Period to the holders of the outstanding Preferred Securities and
pursuant to Section 802 of the Trust Agreement, to the Administrative Trustees
thereunder.
Section 2.6. Place of Payment. The Place of Payment where the
Securities may be presented or surrendered for payment, where the Securities may
be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities and the Indenture
may be served shall be the Corporate Trust Office of the Trustee.
Section 2.7. Redemption. At any time on or after ________ __, 2002,
the Company may, at its option, subject to the terms and conditions of Article
Eleven of the Indenture, redeem the Securities in whole at any time or in part
from time to time, without premium or penalty, at a redemption price equal to
100% of the principal amount thereof plus the accrued and unpaid interest,
including Additional Interest, if any, to the date fixed for redemption.
If a Special Event in respect of NVP Capital I shall occur and be
continuing, the Company may, at its option, redeem the Securities within 90 days
of the occurrence of such Special Event, in whole but not in part, subject to
the provisions of Article Eleven of the Indenture. The redemption price for any
Security so redeemed shall be equal to 100% of the principal amount thereof plus
accrued and unpaid interest, including Additional Interest, if any, to the date
fixed for redemption.
Section 2.8. Exchange. At any time, the Company may terminate NVP
Capital I and cause the Securities to be distributed to Holders of the Trust
Securities in liquidation of NVP Capital I.
Section 2.9. Denomination. The Securities shall be in registered
form without coupons and shall be issuable in denominations of $25 and integral
multiples thereof.
Section 2.10. Currency. Principal and interest on the Securities
shall be payable in Dollars.
Section 2.11. Form of Securities. The Securities shall be
substantially in the form attached as Exhibit A hereto.
Section 2.12. Securities Registrar and Paying Agent. The Trustee
shall initially serve as Securities Registrar and Paying Agent.
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Section 2.13. Sinking Fund Obligations. The Company has no
obligation to redeem or purchase any Securities pursuant to any sinking fund or
analogous requirement or upon the happening of a specified event or at the
option of a Holder thereof.
ARTICLE 3
MISCELLANEOUS PROVISIONS
Section 3.1. The Indenture, as supplemented and amended by this
Supplemental Indenture No. 1, is in all respects hereby adopted, ratified and
confirmed.
Section 3.2. This Supplemental Indenture No. 1 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.
Section 3.3. THIS SUPPLEMENTAL INDENTURE NO. 1 AND EACH SECURITY
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK
AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEVADA WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 1 to be duly executed, as of the day and year first written above.
NEVADA POWER COMPANY
By: ___________________________________
Name:
Title:
Attest: _______________________
IBJ SCHRODER BANK & TRUST COMPANY, as
Trustee
By: ___________________________________
Name:
Title:
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EXHIBIT A
[FORM OF FACE OF SECURITY]
IF THE SECURITY IS TO BE A GLOBAL SECURITY - This Security is a Global
Security within the meaning of the Indenture hereinafter referred to and is
registered in the name of The Depository Trust Company (the "Depository") or a
nominee of the Depository. This Security is exchangeable for Securities
registered in the name of a person other than the Depository or its nominee only
in the limited circumstances described in the Indenture and no transfer of this
Security (other than a transfer of this Security as a whole by the Depository to
a nominee of the Depository or by a nominee of the Depository to the Depository
or another nominee of the Depository) may be registered except in limited
circumstances.
Unless this Security is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York) to Nevada Power Company
or its agent for registration of transfer, exchange or payment, and any Security
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.
NEVADA POWER COMPANY
____% Junior Subordinated Deferrable Interest Debentures
Series A
No. __________ $_____________ CUSIP ________
NEVADA POWER COMPANY, a corporation organized and existing under the
laws of Nevada (hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _______________, or registered assigns, the
principal sum of __________________ Dollars on ________ __, 2037; provided, that
the Company may (i) change the maturity date upon the occurrence of an exchange
of the Securities for the Trust Securities subject to certain conditions set
forth in Section 314 of the Indenture, which changed maturity date shall in no
case be earlier than ______ __, 2002 or later than _______ __, 2046 and (ii)
extend the maturity date subject to certain conditions specified in Section 314
of the Indenture, which extended maturity date shall in no case be later than
_______ __, 2046. The Company further promises to pay interest on said
principal sum from ________ __, 1997 or from the most recent interest payment
date (each such date, an "Interest Payment Date") on which interest has been
paid or duly provided for, quarterly (subject to deferral as set forth herein)
in arrears on March 31, June 30, September 30 and December 31 of each year,
commencing _________, 1997, at the rate of ____% per annum, until the principal
hereof shall have become due and payable, plus Additional Interest, if any,
until the principal hereof is paid or duly provided for or made available for
payment and on any overdue principal and (without duplication and to the extent
that payment of such interest is enforceable under applicable law) on any
overdue
A-1
installment of interest at the rate of ____% per annum, compounded quarterly.
The amount of interest payable for any period will be computed on the basis of
twelve 30-day months and a 360-day year. For any period of less than a full
month, interest payable shall reflect interest on the Securities computed on the
basis of the actual number of elapsed days based on a 360-day year. In the
event that any date on which interest is payable on this Security is not a
Business Day, then a payment of the interest payable on such date will be made
on the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on the date the payment was originally payable. A "Business Day"
shall mean any day other than (i) a Saturday or Sunday, (ii) a day on which
banking institutions in the City of New York are authorized or required by law
or executive order to remain closed or (iii) a day on which the Corporate Trust
Office of the Trustee or the principal office of the Property Trustee under the
Trust Agreement hereinafter referred to for NVP Capital I, is closed for
business. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities, as defined in the Indenture) is registered at the close of business
on the Regular Record Date for such interest installment, which shall be the
close of business on the Business Day next preceding such Interest Payment Date.
Any such interest installment not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange, the Nasdaq National Market or other applicable interdealer
quotation system or self-regulatory organization on which the Securities of this
series may be listed or traded, and upon such notice as may be required by such
exchange or other self-regulatory organization, all as more fully provided in
said Indenture.
So long as no Event of Default under the Indenture shall have occurred
and be continuing, the Company shall have the right at any time during the term
of this Security, from time to time, to defer the payment of interest on such
Security for up to 20 consecutive quarters with respect to each deferral period
(each an "Extension Period"), during which Extension Periods the Company shall
have the right to make payments of interest on any Interest Payment Date. No
Extension Period shall end on a date other than Interest Payment Date (and any
interest so deferred shall be payable to the Holders on the Regular Record Date
to the Interest Payment Date which ends the Extension Period). And at the end
of such Extension Period, the Company shall pay all interest then accrued and
unpaid (together with Additional Interest thereon to the extent permitted by
applicable law); provided that during any such Extension Period, the Company
will not, and will cause all Subsidiaries not 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 or (ii)
make any payment of principal of, or interest or premium, if any, on, or repay,
repurchase or redeem, or make any sinking fund payment with respect to, any
indebtedness that ranks PARI PASSU with or junior in right of payment to this
Security or make any guarantee payments with respect to any indebtedness if such
guarantee ranks PARI PASSU with or junior in right of payment to this Security
A-2
(other than (a) dividends or distributions in Common Stock of the Company, (b)
redemptions or purchases of any rights pursuant to the Company's Stock Purchase
Rights Plan, or any successor to such Stock Purchase Rights Plan, and the
declaration of a dividend of such rights or the issuance of Preferred Stock
under such plans in the future, (c) payments under any Nevada Power Guarantee,
(d) purchases of Common Stock related to the issuance of Common Stock under the
Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's
benefit plans for its directors, officers or employees and (e) purchases of
Common Stock required to prevent the loss or secure the renewal or reinstatement
of any government license or franchise held by the Company or any of its
Subsidiaries). Prior to the termination of any such Extension Period, the
Company may further extend the interest payment period. Notwithstanding any
provision herein or in the Indenture to the contrary, no Extension Period shall
exceed 20 consecutive quarters or extend beyond the Maturity Date of this
Security. Upon the termination of any such Extension Period and upon the
payment of all accrued and unpaid interest and any Additional Interest then due,
the Company may elect to begin a new Extension Period, subject to the
requirements hereof. No interest shall be due and payable during an Extension
Period except at the end thereof. The Company shall give the Holder of this
Security and the Trustee written notice of its election to begin or continue an
Extension Period at least one Business Day prior to the earlier of (i) the date
the Distributions on the Preferred Securities would have been payable except for
the election to begin or continue such Extension Period or (ii) the date the
Administrative Trustees are required to give notice to any securities exchange,
the Nasdaq National Market or other applicable interdealer quotation system or
self-regulatory organization or to holders of such Preferred Securities of the
record date or the date such Distributions are payable, but in any event not
less than one Business Day prior to such record date.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the United States, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Securities Register or (ii) by wire
transfer in immediately available funds at such place and to such account as may
be designated by the Person entitled thereto as specified in the Securities
Register.
The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payments to the prior
payment in full of all Senior Debt, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein and in the Indenture by each
holder of Senior Debt, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.
A-3
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
NEVADA POWER COMPANY
By:____________________________________
[President or Vice President]
Attest:
____________________________________
[Secretary or Assistant Secretary]
This is one of the Securities referred to in the within mentioned
Indenture.
IBJ SCHRODER BANK & TRUST COMPANY,
as Trustee
By:______________________________
Authorized Officer
[FORM OF REVERSE OF SECURITY]
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under a Junior Subordinated Indenture, dated as of March 1, 1997, as
amended (herein called the "Indenture"), between the Company and IBJ Schroder
Bank & Trust Company, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Trustee, the Company and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $___________.
A-4
All terms used in this Security that are defined in the Indenture or
in the Amended and Restated Trust Agreement, dated as of March 1, 1997 (the
"Trust Agreement"), for NVP Capital I among Nevada Power Company, as Depositor,
and the Trustees and the other trustees named therein, shall have the meanings
assigned to them in the Indenture or the Trust Agreement, as the case may be.
On or after ________ __, 2002, the Company may at any time, at its
option, subject to the terms and conditions of Article Eleven of the Indenture,
redeem this Security in whole at any time or in part from time to time, without
premium or penalty, at a redemption price equal to 100% of the principal amount
thereof plus the accrued and unpaid interest, including Additional Interest, if
any, to the date fixed for redemption.
If a Special Event in respect of NVP Capital I shall occur and be
continuing, the Company may, at its option, redeem this Security within 90 days
of the occurrence of such Special Event, in whole but not in part, subject to
the provisions of Section 1107 and the other provisions of Article Eleven of the
Indenture. The redemption price for any Security so redeemed shall be equal to
100% of the principal amount thereof plus accrued and unpaid interest, including
Additional Interest, if any, to the date fixed for redemption.
In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions for satisfaction, discharge and
defeasance at any time of the entire indebtedness of this Security upon
compliance by the Company with certain conditions set forth in the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the Company and the Trustee at any time to enter into a supplemental indenture
or indentures for the purpose of modifying in any manner the rights and
obligations of the Company and of the Holders of the Securities, with the
consent of the Holders of a majority in principal amount of the Outstanding
Securities of each series to be affected by such supplemental indenture. The
Indenture also contains provisions permitting Holders of specified percentages
in principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
A-5
As provided in and subject to the provisions of the Indenture, if an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
the Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), provided that,
in the case of the Securities of a series issued to an NVP Trust, if upon an
Event of Default, the Trustee or the Holders of not less than 25% in principal
amount of the 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 series of Preferred Securities then outstanding shall have such
right by a notice in writing to the Company and the Trustee; and upon any such
declaration such principal amount (or specified amount) of and the accrued
interest (including any Additional Interest) on all the Securities of such
series shall become immediately due and payable, provided that the payment of
principal and interest (including any Additional Interest) on such Securities
shall remain subordinated to the extent provided in Article Thirteen of the
Indenture.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and 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 Security is registrable in the
Securities Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company maintained under Section 1002 of
the Indenture duly endorsed by, 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, and
thereupon one or more new Securities of this series, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees. No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Securities of this series are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of such series of a different authorized denomination, as
requested by the Holder surrendering the same.
A-6
The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for United States federal, state and local
tax purposes it is intended that this Security constitute indebtedness.
THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.
A-7