EXHIBIT 4(z)
TEXAS UTILITIES ELECTRIC COMPANY
OFFICER'S CERTIFICATE
Robert S. Shapard, the Treasurer of Texas Utilities Electric Company (the
"Company"), pursuant to the authority granted in the Board Resolutions of the
Company dated January 20, 1997, and Sections 201 and 301 of the Indenture
defined herein, does hereby certify to The Bank of New York (the "Trustee"), as
Trustee under the Indenture of the Company (For Unsecured Subordinated Debt
Securities relating to Trust Securities) dated as of December 1, 1995 (as
amended and supplemented to date, the "Indenture") that:
1. The securities of the fifth series to be issued under the Indenture
shall be designated "8.175% Junior Subordinated Debentures, Series E",
(the "Debentures of the Fifth Series"). The Debentures of the Fifth
Series are to be issued to TU Electric Capital V, a Delaware statutory
business trust (the "Trust"). All capitalized terms used in this
certificate which are not defined herein but are defined in the
Indenture shall have the meanings set forth in the Indenture;
2. The Debentures of the Fifth Series shall be limited in aggregate
principal amount to $412,372,000 at any time Outstanding, except as
contemplated in Section 301(b) of the Indenture;
3. The Debentures of the Fifth Series shall mature and the principal
shall be due and payable together with all accrued and unpaid interest
thereon on January 30, 2037;
4. The Debentures of the Fifth Series shall bear interest from, and
including, the date of original issuance, at the rate of 8.175% per
annum payable semi-annually in arrears on February 1 and August 1 of
each year (each, an "Interest Payment Date") commencing August 1,
1997. The amount of interest payable for any such period will be
computed on the basis of a 360-day year of twelve 30-day months and,
for any period shorter than a full month, on the basis of the actual
number of days elapsed. Interest on the Debentures of the Fifth Series
will accrue from, and including, the date of original issuance. In the
event that any Interest Payment Date 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 (and without any interest or
other payment in respect of such delay), in each case with the same
force and effect as if made on such Interest Payment Date;
5. Each installment of interest on a Debenture of the Fifth Series shall
be payable to the Person in whose name such Debenture of the Fifth
Series is registered at
the close of business on the day, so long as either the Capital
Securities of the Trust or the Debentures of the Fifth Series remain
in book-entry form, one Business Day, and otherwise 15 days preceding
the corresponding Interest Payment Date (the "Regular Record Date")
for the Debentures of the Fifth Series; provided, however, that if the
Debentures of the Fifth Series are held neither by the Trust nor by a
securities depositary, the Company shall have the right to change the
Regular Record Date by one or more Officer's Certificates. Any
installment of interest on the Debentures of the Fifth Series not
punctually paid or duly provided for shall forthwith cease to be
payable to the Holders of such Debentures of the Fifth Series on such
Regular Record Date, and may be paid to the Persons in whose name the
Debentures of the Fifth Series are registered at the close of business
on a Special Record Date to be fixed by the Trustee for the payment of
such Defaulted Interest. Notice of such Defaulted Interest and Special
Record Date shall be given to the Holders of the Debentures of the
Fifth Series not less than 10 days prior to such Special Record Date,
all as more fully provided in the Indenture;
6. The principal and each installment of interest on the Debentures of
the Fifth Series shall be payable at, and registration and
registration of transfers and exchanges in respect of the Debentures
of the Fifth Series may be effected at, the office or agency of the
Company maintained therefor in The City of New York which, unless and
until changed by an Officer's Certificate, shall be the Corporate
Trust Office of the Trustee; provided that payment of interest may be
made at the option of the Company by check mailed to the address of
the persons entitled thereto. Notices, demands to or upon the Company
in respect of the Debentures of the Fifth Series may be served at such
office or agency of the Company in The City of New York. The Trustee
will initially be the Security Registrar and the Paying Agent for the
Debentures of the Fifth Series; provided, however, that the Company
reserves the right to change, by one or more Officer's Certificates,
any such office or agency;
7. The Debentures of the Fifth Series will be redeemable on or after
February 1, 2007, at the option of the Company, at any time and from
time to time in whole or in part, upon not less than 30 nor more than
60 days' notice given as provided in the Indenture, at a Redemption
Price equal to the following prices, expressed in percentages of the
principal amount, together with accrued interest to but excluding the
Redemption Date. If redeemed during the 12-month period beginning
February 1:
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Redemption
Year Price
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2007........................... 104.0875%
2008........................... 103.6788
2009........................... 103.2700
2010........................... 102.8613
2011........................... 102.4525
2012........................... 102.0438
2013........................... 101.6350
2014........................... 101.2263
2015........................... 100.8175
2016........................... 100.4088
and at 100% on or after February 1, 2017.
If a Tax Event shall occur and be continuing and either (i) in the
opinion of counsel to the Company experienced in such matters, there
would in all cases, after effecting the termination of the Trust and
the distribution of the Debentures of the Fifth Series to the holders
of the Capital Securities in exchange therefor, be more than an
insubstantial risk that an Adverse Tax Consequence (as defined below)
would continue to exist or (ii) the Debentures of the Fifth Series are
not held by the Trust, then the Company shall have the right to redeem
the Debentures of the Fifth Series, in whole but not in part, at any
time within 90 days following the occurrence of the Tax Event 100% of
the principal amount plus accrued and unpaid interest thereon to the
Redemption Date.
"Tax Event" means the receipt by the Trust or the Company of an
opinion of counsel experienced in such matters to the effect that, as
a result of (a) any amendment to, clarification of, or change
(including any announced prospective change) in, the laws or treaties
(or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein affecting taxation,
(b) any judicial decision or any official administrative
pronouncement, ruling, regulatory procedure, notice or announcement
(including any notice or announcement of intent to issue or adopt any
such administrative pronouncement, ruling, regulatory procedure or
regulation) (each, an "Administrative Action"), or (c) any amendment
to, clarification of, or change in the official position or the
interpretation of any such Administrative Action or judicial decision
or any interpretation or pronouncement that provides for a position
with respect to such Administrative Action or judicial decision that
differs from the theretofore generally accepted position, in each case
by any legislative body, court, governmental authority or
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regulatory body, irrespective of the time or manner in which such
amendment, clarification or change is introduced or made known, which
amendment, clarification, or change is effective, which Administrative
Action is taken or which judicial decision is issued, in each case on
or after the date of issuance of the Capital Securities, there is more
than an insubstantial risk that (i) the Trust is, or will be, subject
to United States federal income tax with respect to interest received
on the Debentures of the Fifth Series, (ii) interest payable by the
Company on the Debentures of the Fifth Series is not, or will not be,
fully deductible for United States federal income tax purposes, or
(iii) the Trust is, or will be, subject to more than a de minimis
amount of other taxes, duties or other governmental charges (each of
the circumstances described in clauses (i), (ii) or (iii) being an
Adverse Tax Consequence);
8. So long as any Debentures of the Fifth Series are Outstanding, the
failure of the Company to pay interest on any Debentures of the Fifth
Series within 30 days after the same becomes due and payable (whether
or not payment is prohibited by the provisions of Article Fifteen of
the Indenture) shall constitute an Event of Default; provided,
however, that a valid extension of the interest payment period by the
Company as contemplated in Section 311 of the Indenture and paragraph
(9) of this Certificate shall not constitute a failure to pay interest
for this purpose;
9. Pursuant to Section 311 of the Indenture, the Company shall have the
right, at any time and from time to time during the term of the
Debentures of the Fifth Series, to extend the interest payment period
to a period not exceeding 10 semi-annual periods (an "Extension
Period") during which period interest will be compounded semi-
annually. At the end of the Extension Period, the Company shall pay
all interest accrued and unpaid (together with interest thereon at the
rate specified for the Debentures of the Fifth Series, compounded
semi-annually, to the extent permitted by applicable law). However,
during any such Extension Period, the Company shall not declare or pay
any dividend or distribution (other than a dividend or distribution in
common stock of the Company) on, or redeem, purchase, acquire or make
a liquidation payment with respect to, any of its capital stock,
redeem any indebtedness that is pari passu with the Debentures of the
Fifth Series, or make any guarantee payments with respect to the
foregoing ("Restricted Payments"). Prior to the termination of any
such Extension Period, the Company may further extend the interest
payment period, provided that such Extension Period together with all
such previous and further extensions thereof shall not exceed 10 semi-
annual periods at any one time or extend beyond the maturity date of
the Debentures of the Fifth Series. Any extension period with respect
to payment of interest on the Debentures of the Fifth Series, other
Debt Securities or on any similar securities will apply to all such
securities and will also apply to distributions with respect to the
Preferred Securities and all
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other securities with terms substantially the same as the Preferred
Securities. Upon the termination of any such Extension Period and the
payment of all amounts then due, the Company may select 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 will give the Trust or other Holders and the
Trustee notice of its election of an Extension Period before the
Business Day prior to the record date for the interest payment which
would occur but for such election;
10. At any time, the Company will have the right to terminate the Trust
and cause the Debentures of the Fifth Series to be distributed to the
holders of the Preferred Securities in liquidation of the Trust;
11. So long as any Securities are outstanding under the Indenture, the
Company shall not make any Restricted Payments at any time the Company
is in default under the Guarantee with respect to the Trust or is in
default with respect to payments due on any Outstanding Securities;
12. In the event that, at any time subsequent to the initial
authentication and delivery of the Debentures of the Fifth Series, the
Debentures of the Fifth Series are to be held by a securities
depositary, the Company may at such time establish the matters
contemplated in clause (r) in the second paragraph of Section 301 of
the Indenture in an Officer's Certificate supplemental to this
Certificate;
13. No service charge shall be made for the registration of transfer or
exchange of the Debentures of the Fifth Series; provided, however,
that the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection
with the exchange or transfer;
14. The Debentures of the Fifth Series shall have such other terms and
provisions as are provided in the form set forth in Exhibit A hereto,
and shall be issued in substantially such form;
15. The undersigned has read all of the covenants and conditions contained
in the Indenture relating to the issuance of the Debentures of the
Fifth Series and the definitions in the Indenture relating thereto and
in respect of which this certificate is made;
16. The statements contained in this certificate are based upon the
familiarity of the undersigned with the Indenture, the documents
accompanying this certificate, and upon discussions by the undersigned
with officers and employees of the Company familiar with the matters
set forth herein;
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17. In the opinion of the undersigned, he has made such examination or
investigation as is necessary to enable the undersigned to express an
informed opinion whether or not such covenants and conditions have
been complied with;
18. In the opinion of the undersigned, such conditions and covenants and
conditions precedent, if any (including any covenants compliance with
which constitutes a condition precedent) to the authentication and
delivery of the Debentures of the Fifth Series requested in the
accompanying Company Order have been complied with; and
19. If the Company shall make any deposit of money and/or Government
Obligations with respect to any Debentures of the Fifth Series, or any
portion of the principal amount thereof, as contemplated by Section
701 of the Indenture, the Company shall not deliver an Officer's
Certificate described in clause (z) in the first paragraph of said
Section 601 unless the Company shall also deliver to the Trustee,
together with such Officer's Certificate, either:
(A) an instrument wherein the Company, notwithstanding the
satisfaction and discharge of its indebtedness in respect of the
Debentures of the Fifth Series, shall assume the obligation (which
shall be absolute and unconditional) to irrevocably deposit with the
Trustee or Paying Agent such additional sums of money, if any, or
additional Government Obligations (meeting the requirements of Section
601), if any, or any combination thereof, at such time or times, as
shall be necessary, together with the money and/or Government
Obligations theretofore so deposited, to pay when due the principal of
and premium, if any, and interest due and to become due on such
Debentures of the Fifth Series or portions thereof, all in accordance
with and subject to the provisions of said Section 701; provided,
however, that such instrument may state that the obligation of the
Company to make additional deposits as aforesaid shall be subject to
the delivery to the Company by the Trustee of a notice asserting the
deficiency accompanied by an opinion of an independent public
accountant of nationally recognized standing, selected by the Trustee,
showing the calculation thereof; or
(B) an Opinion of Counsel, based on a change in law, to the
effect that the Holders of such Debentures of the Fifth Series, or
portions of the principal amount thereof, will not recognize income,
gain or loss for United States federal income tax purposes as a result
of the satisfaction and discharge of the Company's indebtedness in
respect thereof and will be subject to United States federal income
tax on the same amounts, at the same times and in the same manner as
if such satisfaction and discharge had not been effected.
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IN WITNESS WHEREOF, I have executed this Officer's Certificate this 30th
day of January, 1997.
/s/ Robert S. Shapard
----------------------
Robert S. Shapard,
Treasurer
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NO._______________
CUSIP NO.__________
EXHIBIT A
[FORM OF FACE OF JUNIOR SUBORDINATED DEBENTURE]
TEXAS UTILITIES ELECTRIC COMPANY
8.175% JUNIOR SUBORDINATED DEBENTURES, SERIES E
TEXAS UTILITIES ELECTRIC COMPANY, a corporation duly organized and existing
under the laws of the State of Texas (herein referred to as the "Company", which
term includes any successor Person under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
____________________________________, or registered assigns, the principal sum
of ____________________ Dollars on January 30, 1997, and, except as hereinafter
provided, to pay interest on said principal sum, from, and including the date of
original issuance or from, and including, the most recent Interest Payment Date
to which interest has been paid or duly provided for, at the rate of 8.175% per
annum plus Additional Interest, if any, until the principal hereof is paid or
made available for payment. The amount of interest payable on any Interest
Payment Date shall be computed on the basis of a 360-day year of twelve 30-day
months. Interest on the Securities of this series will accrue from, and
including, , 1997. In the event that any Interest Payment Date 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 (and without any interest or
other payment in respect of such delay). The interest 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) is registered at the close of business on the Regular
Record Date for such interest, which shall be the day, so long as this Security
or any security for which it may by its terms be exchanged remain in book-entry
form, one Business Day, and otherwise 15 days preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in The City of New York, the State of New York, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts, provided, however, that, at the option of
the Company, interest on this Security may be paid by check mailed to the
address of the person entitled thereto, as such address shall appear on the
Security Register.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
TEXAS UTILITIES ELECTRIC COMPANY
By:_______________________________________
ATTEST:
____________________________
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
Dated:
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By:_______________________________________
Authorized Signatory
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[FORM OF REVERSE OF JUNIOR SUBORDINATED DEBENTURE]
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of December 1, 1995 (herein, together with
any amendments thereto, called the "Indenture", which term shall have the
meaning assigned to it in such instrument), between the Company and The Bank of
New York, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), and reference is hereby made to the
Indenture, including the Board Resolutions and Officer's Certificate filed with
the Trustee on January 30, 1997 creating the series designated on the face
hereof, for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to $1,000.
The Securities of this series are subject to redemption upon not less
than 30 nor more than 60 days' notice by mail, at any time on or after February
1, 2007, as a whole or in part, at the election of the Company, at a Redemption
Price equal to the following prices, expressed in percentages of the principal
amount, together with accrued interest to but excluding the Redemption Date. If
redeemed during the 12-month period beginning February 1:
Redemption
Year Price
---- ----------
2007........................... 104.0875%
2008........................... 103.6788
2009........................... 103.2700
2010........................... 102.8613
2011........................... 102.4525
2012........................... 102.0438
2013........................... 101.6350
2014........................... 101.2263
2015........................... 100.8175
2016........................... 100.4088
and at 100% on or after February 1, 2017.
Interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holder of such Security, or one or more
Predecessor Securities, of record at the close of business on the related
Regular Record Date referred to on the face hereof, all as provided in the
Indenture.
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If a Tax Event shall occur and be continuing and either (i) in the
opinion of counsel to the Company experienced in such matters, there would in
all cases, after effecting the termination of the Trust and the distribution of
the Debentures of the Fifth Series to the holders of the Capital Securities in
exchange therefor, be more than an insubstantial risk that an Adverse Tax
Consequence (as defined below) would continue to exist or (ii) the Debentures of
the Fifth Series are not held by the Trust, then the Company shall have the
right to redeem the Debentures of the Fifth Series, in whole but not in part, at
any time within 90 days following the occurrence of the Tax Event, at 100% of
the principal amount plus accrued and unpaid interest thereon to the Redemption
Date.
"Tax Event" means the receipt by the Trust or the Company of an
opinion of counsel experienced in such matters to the effect that, as a result
of (a) any amendment to, clarification of, or change (including any announced
prospective change) in, the laws or treaties (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein affecting taxation, (b) any judicial decision or any official
administrative pronouncement, ruling, regulatory procedure, notice or
announcement (including any notice or announcement of intent to issue or adopt
any such administrative pronouncement, ruling, regulatory procedure or
regulation) (each, an Administrative Action), or (c) any amendment to,
clarification of, or change in the official position or the interpretation of
any such Administrative Action or judicial decision or any interpretation or
pronouncement that provides for a position with respect to such Administrative
Action or judicial decision that differs from the theretofore generally accepted
position, in each case by any legislative body, court, governmental authority or
regulatory body, irrespective of the time or manner in which such amendment,
clarification or change is introduced or made known, which amendment,
clarification, or change is effective, which Administrative Action is taken or
which judicial decision is issued, in each case on or after the date of issuance
of the Capital Securities, there is more than an insubstantial risk that (i) the
Trust is, or will be, subject to United States federal income tax with respect
to interest received on the Debentures of the Fifth Series, (ii) interest
payable by the Company on the Debentures of the Fifth Series is not, or will not
be, fully deductible for United States federal income tax purposes, or (iii) the
Trust is, or will be, subject to more than a de minimis amount of other taxes,
duties or other governmental charges (each of the circumstances described in
clauses (i), (ii) or (iii) being an "Adverse Tax Consequence").
In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.
The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinated and subject in right of payment to the prior
payment in full of all Senior Indebtedness, and this Security is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to acknowledge or effectuate the
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subordination so provided and (c) appoints the Trustee his attorney-in-fact for
any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such Holder upon
said provisions.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security upon compliance with certain conditions set
forth in the Indenture.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than a majority in aggregate
principal amount of the Securities of all series at the time Outstanding in
respect of which an Event of Default shall have occurred and be continuing shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of Securities of all series at the time Outstanding
in respect of which an Event of Default shall have occurred and be continuing a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.
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No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
So long as no Event of Default under the Indenture shall have occurred
and be continuing, the Company shall have the right at any time and from time to
time during the term of the Securities of this series to extend the interest
payment period to a period not exceeding 10 semi-annual periods (an "Extended
Interest Payment Period"), and at the end of such Extended Interest Payment
Period, the Company shall pay all interest then accrued and unpaid (together
with interest thereon at the same rate as specified for the Securities of this
series, compounded semi-annually, to the extent permitted by applicable law);
provided, however, that during such Extended Interest Payment Period the Company
shall not declare or pay any dividend or distribution (other than a dividend or
distribution in common stock of the Company) on, or redeem, purchase, acquire or
make a liquidation payment with respect to, any of its capital stock, redeem any
indebtedness that is pari passu with the Securities of this series, or make any
guarantee payments with respect to the foregoing. Prior to the termination of
any such Extended Interest Payment Period, the Company may further extend the
interest payment period, provided that such Extended Interest Payment Period,
together with all such previous and further extensions thereof, may not exceed
10 semi-annual periods or extend beyond the Stated Maturity of the Securities of
this series. Upon the termination of any such Extended Interest Payment Period
and the payment of all amounts then due, the Company may select a new Extended
Interest Payment Period, subject to the above requirements. No interest during
the Extended Interest Payment Period, except at the end thereof, shall be due
and payable. The Company shall give the Holder of this Security notice of its
selection of such Extended Interest Payment Period as provided in or pursuant to
the Indenture.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor and of authorized
denominations, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the absolute
owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
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All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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