Exhibit 4.2
SOUTHERN INVESTMENTS UK plc
and
BANKERS TRUST COMPANY
as Trustee, Principal Paying Agent,
Registrar and Transfer Agent
and
BANKERS TRUST LUXEMBOURG S.A.,
as Paying Agent and Transfer Agent
_____% Senior Notes Due 2006
First Supplemental Indenture
Dated as of ________ _____, 1996
FIRST SUPPLEMENTAL INDENTURE, dated as of ________, 1996 (herein called the
"First Supplemental Indenture"), among Southern Investments UK plc, a
corporation duly organized and existing under the laws of England and Wales
(hereinafter called the "Company"), and BANKERS TRUST COMPANY, as Trustee
Principal Paying Agent, Registrar and Transfer Agent under the Original
Indenture referred to below (hereinafter called the "Trustee") and BANKERS TRUST
LUXEMBOURG S.A., as Paying and Transfer Agent under the Original Indenture.
WITNESSETH:
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture dated as of ___________ __, 1996 (hereinafter called the "Original
Indenture"), to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), the form and terms of which are to be established as set forth in
Sections 201 and 301 of the Original Indenture;
WHEREAS, Section 901 of the Original Indenture provides, among other
things, that the Company and the Trustee may enter into indentures supplemental
to the Original Indenture for, among other things, the purpose of establishing
the form and terms of the Securities of any series as permitted in Sections 201
and 301 of the Original Indenture and of appointing an Authenticating Agent with
respect to the Securities of any series;
WHEREAS, the Company desires to create a series of the Securities in an
aggregate principal amount of ______________ to be designated the "___% Senior
Notes Due 2006" (the "Senior Notes"), and all action on the part of the Company
necessary to authorize the issuance of the Senior Notes under the Original
Indenture and this First Supplemental Indenture has been duly taken; and
WHEREAS, all acts and things necessary to make the Senior Notes, when
executed by the Company and authenticated and delivered by the Trustee as in the
Original Indenture provided, the valid and binding obligations of the Company
and to constitute these presents a valid and binding supplemental indenture and
agreement according to its terms, have been done and performed;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises and of the acceptance and purchase of
the Senior Notes by the holders thereof and of the acceptance of this trust by
the Trustee, the Company covenants and agrees with the Trustee, for the equal
benefit of holders of the Senior Notes, as follows:
ARTICLE ONE
Definitions
The use of the terms and expressions herein is in accordance with the
definitions, uses and constructions contained in the Original Indenture and the
forms of Senior Notes attached hereto as Exhibits A and B, respectively. In
addition, for all purposes of this First Supplemental Indenture, except as
otherwise expressly provided or unless the context otherwise expressly requires,
the following terms shall have the respective meanings assigned to them as
follows and shall be construed as if defined in Article One of the Original
Indenture:
"Book-Entry Depositary" means the Book-Entry Depositary or its nominee or
the custodian of either, designated by the Company in the Deposit Agreement
until a successor Book-Entry Depositary shall have become such pursuant to the
applicable provisions of the Deposit Agreement, and thereafter "Book-Entry
Depositary" shall mean such successor Book-Entry Depositary or its nominee or
the custodian of either.
"Definitive Registered Senior Note" means a registered Senior Note
substantially in the form of Exhibit B to this First Supplemental Indenture.
"Deposit Agreement" means the Deposit Agreement, dated as of the date of
this First Supplemental Indenture, between the Company and Bankers Trust
Company.
"DTC" means The Depository Trust Company or its successors.
"Global Senior Note" means a bearer Global Senior Note substantially in the
form of Exhibit A to this First Supplemental Indenture.
ARTICLE TWO
Terms and Issuance of ___% Senior Notes Due 2006
Section 201. Issue of Senior Notes. A series of Securities which shall be
designated the "____% Senior Notes Due 2006" (the "Senior Notes") shall be
executed, authenticated and delivered in accordance with the provisions of, and
shall in all respects be subject to, the terms, conditions and covenants of the
Original Indenture and this First Supplemental Indenture (including the forms of
Senior Notes set forth in Exhibits A and B hereto). The aggregate principal
amount of the Senior Notes which may be authenticated and delivered under the
First Supplemental Indenture shall not, except as permitted by the provisions of
the Original Indenture, exceed ___________.
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Section 202. Form of Senior Notes; Incorporation of Terms. The form of the
Senior Notes shall be substantially in the forms of Exhibits A and B attached
hereto, the terms of which are herein incorporated by reference and which are
part of this First Supplemental Indenture.
Section 203. Limitation on Liens. The covenant provided by Section 1004 of
the Original Indenture shall be applicable to the Senior Notes.
Section 204. Limitation on Sale and Lease-Back Transactions. The covenant
provided by Section 1005 of the Original Indenture shall be applicable to the
Senior Notes.
Section 205. Additional Amounts. The terms provided by Section 1010 of the
Original Indenture shall be applicable to the Senior Notes.
Section 206. Event of Default. The event specified in Section 501(5) of
the Original Indenture shall constitute an Event of Default with respect to the
Senior Notes.
Section 207. Place of Payment. The Place of Payment in respect of the
Senior Notes will be in The City of New York, initially the Corporate Trust
Office of Bankers Trust Company, and, for so long as the Senior Notes are listed
on the Luxembourg Stock Exchange, in Luxembourg, initially the corporate trust
office of _________ which at the date hereof, is located at _________________.
Section 208. Issuance of Global Senior Note. The Senior Notes shall be
issued as one Bearer Global Senior Note (the "Global Senior Note") and delivered
by the Trustee to the Book-Entry Depositary, as the Holder thereof, or a nominee
or custodian therefor, to be held by the Book-Entry Depositary pursuant to the
Deposit Agreement.
Section 209. Exchange of the Global Senior Note. The Global Senior Note
shall be exchangeable, in whole but not in part, for definitive Registered Notes
only as provided in this paragraph. The Global Senior Note shall be so
exchangeable if (a) DTC notifies the Company and the Book-Entry Depositary that
it is unwilling or unable to continue to hold the Book-Entry Interest or at any
time it ceases to be a "clearing agency" registered as such under the Exchange
Act, and, in either case, a successor is not appointed by the Company within 120
days, (b) the Book-Entry Depositary notifies the Company that it is unwilling or
unable to continue as Book-Entry Depositary with respect to the Global Senior
Note and no successor is appointed within 120 days, (c) the Company executes and
delivers to the Trustee an Officers' Certificate providing that the Global
Senior Note shall be so exchangeable, or (d) there shall have occurred and be
continuing an Event of Default with respect to the Senior Notes and the Holder,
in such circumstance, shall have requested in writing that the Global Senior
Note be exchanged for one or more definitive Registered Notes. Definitive
Registered Notes so issued in exchange for the Global Senior Note shall be of
the same series, having the same interest rate, if any, and maturity and having
the same terms as the Global Senior Note, in authorized
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denominations of $1,000 and any integral multiple thereof and in the aggregate
having the same principal amount as the Global Senior Note and registered in
such names as the Book-Entry Depositary for the Global Senior Note shall direct.
Section 210. Regular Record Date for the Senior Notes. The Regular Record
Date for the Senior Notes shall be 15 calendar days immediately prior to each
Interest Payment Date.
ARTICLE THREE
Authenticating Agent; Book-Entry Depositary
Section 301. Authenticating Agent; Book-Entry Depositary. Bankers Trust
Company, a New York banking corporation, and its successors are hereby appointed
Authenticating Agent and Book-Entry Depositary with respect to the Senior Notes.
ARTICLE FOUR
Miscellaneous
Section 401. Execution as Supplemental Indenture. This First Supplemental
Indenture is executed and shall be construed as an indenture supplemental to the
Original Indenture and, as provided in the Original Indenture, this First
Supplemental Indenture forms a part thereof.
Section 402. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
to be included in this First Supplemental Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control.
Section 403. Effect of Headings. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.
Section 404. Successors and Assigns. All covenants and agreements in this
First Supplemental Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.
Section 405. Separability Clause. In case any provision in this First
Supplemental Indenture or in the Senior Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
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Section 406. Benefits of First Supplemental Indenture. Nothing in this
First Supplemental Indenture or in the Senior Notes, express or implied, shall
give to any person, other than the parties hereto and their successors hereunder
and the Holders, any benefit or any legal or equitable right, remedy or claim
under this First Supplemental Indenture.
Section 407. Execution and Counterparts. This First Supplemental Indenture
may be executed in any number of counterparts, each of which shall be deemed to
be an original, but all such counterparts shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties hereof have caused this First Supplemental
Indenture to be duly executed by their respective officers or directors duly
authorized thereto, all as of the day and year first above written.
SOUTHERN INVESTMENTS UK plc
By___________________________________________
BANKERS TRUST COMPANY AS TRUSTEE
By___________________________________________
BANKERS TRUST LUXEMBOURG S.A. AS PAYING
AND TRANSFER AGENT
By___________________________________________
Attest:
________________________
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STATE OF NEW YORK)
:ss
COUNTY OF NEW YORK)
On this ___ day of ________, 1996, before me personally came
___________________, to me known, who, being by me duly sworn, did depose and
say that he is a ________________________ of Southern Investments UK plc, one of
the companies described in and which executed the foregoing instrument; and that
he signed his name thereto by like authority.
________________________________________
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EXHIBIT A
[FORM OF FACE OF GLOBAL SENIOR NOTE]
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is held by a Book-Entry Depositary or a nominee of a
Book-Entry Depositary. This Security is exchangeable for Securities held by or
registered in the name of a person other than the Book-Entry Depositary 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 Book-Entry Depositary to a nominee of the Book-Entry Depositary or by a
nominee of the Book-Entry Depositary to the Book-Entry Depositary or another
nominee of the Book-Entry Depositary) may be made registered except in limited
circumstances.
Unless this Global Security is presented by an authorized
representative of the Book-Entry Depositary, to the issuer or its agent for
exchange or payment, and any definitive Security is issued in the name or names
as directed in writing by the Book-Entry Depositary, ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the bearer hereof, the Book-Entry Depositary, has an interest herein.
SOUTHERN INVESTMENTS UK plc
__% Senior Notes Due 2006
No. ______________ $_______________
SOUTHERN INVESTMENTS UK plc, a company duly organized and existing under
the laws of the England and Wales (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to the bearer upon surrender hereof,
the principal sum of ________________ Dollars on ______________________________,
and to pay interest thereon from _________________, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on ___________ and ____________ in each year, commencing
____________, 199[7], at the rate per annum provided in the title hereof, until
the principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the bearer on such Interest
Payment Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the bearer on such Interest Payment Date and
may be paid to the bearer hereof at the time of payment of such Defaulted
Interest 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 said Indenture.
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Payment of the principal of (and premium, if any) and interest, if any, on
this Security will be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debt. Payment of the principal of
(and premium, if any) and interest, if any, on this Security will be made at the
office or agency of the Company maintained for that purpose in ______________in
such coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.
All payments of principal and interest (including payments of discount and
premium, if any) in respect of this Security shall be made free and clear of,
and without withholding or deduction for or on account of any present or future
taxes, duties, assessments or governmental charges of whatever nature imposed,
levied, collected, withheld or assessed by or within the United Kingdom or by or
within any political subdivision thereof or any authority therein or thereof
having power to tax ("United Kingdom Taxes"), unless such withholding or
deduction is required by law. In the event of any such withholding or deduction,
the Company shall pay to the Holder such additional amounts ("Additional
Amounts") as will result in the payment to such Holder of the amount that would
otherwise have been receivable by such Holder in the absence of such withholding
or deduction, except that no such Additional Amounts shall be payable:
(a) to, or to a Person on behalf of, a Holder who is liable for such
United Kingdom Taxes in respect of this Security by reason of such Holder
or beneficial owner having some connection with the United Kingdom
(including being a citizen or resident or national of, or carrying on a
business or maintaining a permanent establishment in, or being physically
present in, the United Kingdom) other than the mere holding of this
Security or the receipt of principal and interest (including payments of
discount and premium, if any) in respect thereof;
(b) to, or to a Person on behalf of, a Holder who presents this
Security (where presentation is required) for payment more than 30 days
after the Relevant Date except to the extent that the Holder would have
been entitled to such Additional Amounts on presenting this Security for
payment on the last day of such period of 30 days;
(c) to, or to a Person on behalf of, a Holder who presents this
Security (where presentation is required in the United Kingdom);
(d) to, or to a Person on behalf of, a Holder who would not be liable
or subject to the withholding or deduction by making a declaration of non-
residence or similar claim for exemption to the relevant tax authority; or
(e) to, or to a Person on behalf of, a Holder of a definitive
Registered Security issued pursuant to the request of owners of interests
representing a majority in
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outstanding principal amount in the Book-Entry Interest following and
during the continuance of an Event of Default if such Holder (or any
predecessor Holder) was one of such owners requesting that definitive
Registered Securities be so issued.
Such Additional Amounts will also not be payable where, had the beneficial
owner of the Security (or any interest therein) been the Holder of the Security,
he would not have been entitled to payment of Additional Amounts by reason of
any one or more of clauses (a) through (e) above. If the Company shall determine
that Additional Amounts will not be payable because of the immediately preceding
sentence, the Company will inform such Holder promptly after making such
determination setting forth the reason(s) therefor.
"Relevant Date" means whichever is the later of (i) the date on which
such payment first becomes due and (ii) if the full amount payable has not been
received in The City of New York by the Trustee or the bearer on or prior to
such due date, the date on which, the full amount having been so received,
notice to that effect shall have been given to the bearer hereof in accordance
with the Indenture.
References to principal, interest, discount or premium in respect of
this Security shall be deemed also to refer to any Additional Amounts which may
be payable as set forth in the Indenture or in this Security.
The Company shall furnish to the Trustee the official receipts (or a
certified copy of the official receipts) evidencing payment of United Kingdom
Taxes. Copies of such receipts shall be made available to the Holder of this
Security upon request.
So long as the Securities of this series are listed on the Luxembourg
Stock Exchange and the rules of the Luxembourg Stock Exchange so require,
notices to Holders of Securities of this series will be published in a leading
newspaper having general circulation in Luxembourg (which is expected to be the
Luxemburger Wort).
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 by an officer or director of the Company duly authorized.
Dated:
9
SOUTHERN INVESTMENTS UK plc
By:_________________________________
Name:
Title:
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[Form of Reverse of Security]
SOUTHERN INVESTMENTS UK plc
___% Senior Notes Due 2006
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 ________ __, 1996 (herein called the
"Original Indenture"), among the Company, Bankers Trust Company, as trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), and Bankers Trust Luxembourg S.A., as paying and transfer agent
(the "Paying and Transfer Agent"), as supplemented by the First Supplemental
Indenture, dated as of _________ __, 1996 (together with the Original Indenture,
the "Indenture"), among the Company, the Trustee and the Paying and Transfer
Agent 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 Company, the Trustee the Paying and
Transfer Agent 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 $________________.
The Securities of this series will be redeemable in whole or in part,
at the option of the Company at any time, at a redemption price equal to the
greater of (i) 100% of the principal amount of the Securities of this series
being redeemed or (ii) the sum of the present values of the remaining scheduled
payments of principal of and interest on the Securities of this series being
redeemed discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at a discount rate equal to the
Treasury Yield plus __________ basis points, plus, for (i) or (ii) above,
whichever is applicable, accrued interest on the Securities of this series to
the date of redemption.
"Treasury Yield" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of such Securities of this series to be redeemed that would
be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Securities of this series.
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"Comparable Treasury Price" means, with respect to any redemption
date, (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third Business Day in New York City preceding such redemption date, as set forth
in the daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations
for US Government Securities" or (ii) if such release (or any successor release)
is not published or does not contain such prices on such business day, the
Reference Treasury Dealer Quotation for such redemption date.
"Independent Investment Banker" means an independent investment
banking institution of national standing appointed by the Company and reasonably
acceptable to the Trustee.
"Reference Treasury Dealer Quotation" means, with respect to the
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount and quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date).
"Reference Treasury Dealer" means a primary US Government securities
dealer in New York City appointed by the Company and reasonably acceptable to
the Trustee.
Notice of redemption shall be given as provided in the Indenture not
less than 15 days nor more than 30 days prior to the date fixed for redemption.
If fewer than all the Securities of this series are to be redeemed,
selection of Securities of this series for redemption will be made by the
Trustee in any manner the Trustee deems fair and appropriate and that complies
with applicable legal and securities exchange requirements.
Unless the Company defaults in payment of the redemption price, from
and after the redemption date, the Securities of this series or portions thereof
called for redemption will cease to bear interest, and the Holders thereof will
have no right in respect to such Securities of this series except the right to
receive the redemption price thereof.
In the event of redemption of this Security in part only, a new
Security of this series and of like tenor for the unredeemed portion hereof will
be issued to the Holder hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein.
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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. At any time after such declaration of acceleration with respect to
Securities of any series has been made, but before a judgment or decree for
payment of money has been obtained by the Trustee as provided in the Indenture,
if all Events of Default with respect to Securities of this series have been
cured or waived (other than the non-payment of principal of the Securities which
has become due solely by reason of such declaration of acceleration) then such
declaration of acceleration and its consequences shall be automatically annulled
and rescinded.
The Securities of this Series are subject to redemption in whole but
not in part upon not less than 15 nor more than 30 days' notice given as
provided in the Indenture, at a price equal to the outstanding principal amount
thereof, together with Additional Amounts, if any, and accrued interest, if any,
to the Redemption Date if, (a) the Company satisfies the Trustee prior to the
giving of such notice that it has or will become obliged to pay Additional
Amounts as a result of either (x) any change in, or amendment to, the laws or
regulations of the United Kingdom or any political subdivision or any authority
or agency thereof or therein having power to tax or levy duties, or any change
in the application or interpretation of such laws or regulations, which change
or amendment becomes effective on or after the [date of the underwriting
agreement with respect to the Securities of the series,] or (y) the issuance of
Definitive Registered Securities pursuant to any of clauses (a), (b) or (d) of
the third following paragraph and (b) such obligation cannot be avoided by the
Company taking reasonable measures available to it, subject, as provided in the
Indenture, to the delivery by the Company of an Officers' Certificate stating
that such obligation to pay Additional Amounts cannot be avoided by the Company
taking reasonable measures available to it.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the Indenture or any supplemental
indenture or 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 aggregate principal amount of the Securities at the time Outstanding
of all series to be affected (voting as a class). 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.
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
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unconditional, to pay the principal of (and premium, if any) and interest, if
any, on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.
This Security shall be exchangeable, in whole but not in part, for
Securities registered in the names of Persons other than the Book-Entry
Depositary with respect to such series or its nominee only as provided in this
paragraph. This Security shall be so exchangeable if (a) DTC notifies the
Company and the Book-Entry Depositary that it is unwilling or unable to continue
to hold the Book-Entry Interest or at any time it ceases to be a "clearing
agency" registered as such under the Exchange Act and in either case, a
successor is not appointed by the Company within 120 days, (b) the Book-Entry
Depositary for the Securities of this series notifies the Company that it is
unwilling or unable to continue as Book-Entry Depositary with respect to this
Security and no successor is appointed within 120 days, (c) the Company executes
and delivers to the Trustee an Officers' Certificate providing that this
Security shall be so exchangeable, or (d) there shall have occurred and be
continuing an Event of Default with respect to the Securities of this series and
the Holder, in such circumstance, shall have requested in writing that this
Security be exchanged for one or more definitive Registered Securities of this
series. Securities so issued in exchange for this Security shall be of the same
series, having the same interest rate, if any, and maturity and having the same
terms as this Security, in authorized denominations and in the aggregate having
the same principal amount as this Security and registered in such names as the
Book-Entry Depositary for this Security shall direct.
The bearer of this Security shall be treated as the owner of it for
all purposes, subject to the terms of the Indenture. 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 of a different authorized denomination, 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.
When a successor assumes all the obligations of its predecessor under
the Securities of this series and the Indenture in accordance with the terms of
the Indenture, the predecessor will be released from those obligations.
The Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities of this series and may
otherwise deal with the Company, its Subsidiaries or their respective Affiliates
as if it were not the Trustee.
No stockholder, director, officer, employee, incorporator or Affiliate
of the Company shall have any liability for any obligation of the Company under
the Securities of this series or the Indenture or for any claim based on, in
respect of or by reason of, such obligations of their creation. Each Holder of
the Securities of this series by accepting
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Securities this series waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Securities of this
series.
This Security shall not be valid until the Trustee or authenticating
agent signs the certificate of authentication on this Security.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Securities of this series as a convenience to the Holders of the
Securities of this series. No representation is made as to the accuracy of such
numbers as printed on the Securities of this series and reliance may be placed
only on the other identification numbers printed hereon.
This Security shall be governed by and construed in accordance with
the laws of the State of New York.
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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EXHIBIT B
[FORM OF FACE OF DEFINITIVE REGISTERED SENIOR NOTE]
SOUTHERN INVESTMENTS UK plc
__% Senior Notes Due 2006
No. ______________ $_______________
SOUTHERN INVESTMENTS UK plc, a company duly organized and existing under
the laws of the England and Wales (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for v alue received, hereby promises to pay to[name of registered owner], or its
registered assigns, the principal sum of ________________ Dollars on
______________________________, and to pay interest thereon from
_________________, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on ___________ and
____________ in each year, commencing ____________, 199[7], at the rate per
annum provided in the title hereof, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such 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 fifteenth day (whether or not a Business
Day) immediately preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered on such Regular Record Date and may 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 said Indenture.
Payment of the principal of (and premium, if any) and interest, if any, on
this Security will be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debt; provided, however, that at
-------- -------
the option of the Company, payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register.
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All payments of principal and interest (including payments of discount and
premium, if any) in respect of this Security shall be made free and clear of,
and without withholding or deduction for or on account of any present or future
taxes, duties, assessments or governmental charges of whatever nature imposed,
levied, collected, withheld or assessed by or within the United Kingdom or by or
within any political subdivision thereof or any authority therein or thereof
having power to tax ("United Kingdom Taxes"), unless such withholding or
deduction is required by law. In the event of any such withholding or
deduction, the Company shall pay to the Holder such additional amounts
("Additional Amounts") as will result in the payment to such Holder of the
amount that would otherwise have been receivable by such Holder in the absence
of such withholding or deduction, except that no such Additional Amounts shall
be payable:
(a) to, or to a Person on behalf of, a Holder who is liable for such
United Kingdom Taxes in respect of this Security by reason of such Holder
having some connection with the United Kingdom (including a citizen or
resident or national of, or carrying on a business or maintaining a
permanent establishment in, or being physically present in , the United
Kingdom) other than the mere holding of this Security or the receipt of
principal and interest (including payments of discount and premium, if any)
in respect thereof;
(b) to, or to a Person on behalf of, a Holder who presents this
Security (where presentation is required) for payment more than 30 days
after the Relevant Date except to the extent that the Holder would have
been entitled to such Additional Amounts on presenting this Security for
payments on the last day of such period of 30 days;
(c) to, or to a Person on behalf of, a Holder who presents a Security
(where presentation is required) in the United Kingdom;
(d) to, or to a Person on behalf of, a Holder who would not be liable
or subject to the withholding or deduction by making a declaration of non-
residence or similar claim for exemption to the relevant tax authority; or
(e) to, or to a Person on behalf of, a Holder of a definitive
Registered Security issued pursuant to the request of owners of interests
representing a majority in outstanding principal amount in the Book-Entry
Interest following and during the continuance of an Event of Default if
such Holder (or any predecessor Holder) was one of such owners requesting
that definitive Registered Securities be so issued.
Such Additional Amounts will also not be payable where, had the beneficial
owner of the Security (or any interest therein) been the Holder of the Security,
he would not have been entitled to payment of Additional Amounts by reason of
any one or more of clauses (a) through (e) above. If the Company shall
determine that Additional Amounts will not be payable
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because of the immediately preceding sentence, the Company will inform such
Holder promptly after making such determination setting forth the reason(s)
therefor.
"Relevant Date" means whichever is the later of (i) the date on which
such payment first becomes due and (ii) if the full amount payable has not been
received in The City of New York by the Trustee or the Holder on or prior to
such due date, the date on which, the full amount having been so received,
notice to that effect shall have been given to the Holder in accordance with
this Indenture.
References to principal, interest, discount or premium in respect of
this Security shall be deemed also to refer to any Additional Amounts which may
be payable as set forth in the Indenture or in this Security.
The Company shall furnish to the Trustee the official receipts (or a
certified copy of the official receipts) evidencing payment of United Kingdom
Taxes. Copies of such receipts shall be made available to the Holder of this
Security upon request.
So long as the Securities of this series are listed on the Luxembourg
Stock Exchange and the rules of the Luxembourg Stock Exchange so require,
notices to Holders of Securities of this series will be published in a leading
newspaper having general circulation in Luxembourg (which is expected to be the
Luxemburger Wort).
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 by an officer or director of the Company duly authorized.
Dated:
SOUTHERN INVESTMENTS UK plc
By_______________________________________________
[Title]
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[Form of Reverse of Security]
SOUTHERN INVESTMENTS UK plc
___% Senior Notes Due 2006
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 ________ __, 1996 (herein called the
"Original Indenture"), among the Company, Bankers Trust Company, as trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), and Bankers Trust Luxembourg S.A., as paying and transfer agent
(the "Paying and Transfer Agent"), as supplemented by the First Supplemental
Indenture, dated as of _______ __, 1996 (together with the Original Indenture,
the "Indenture") among the Company, the Trustee and the Paying and Transfer
Agent 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 Company, the Trustee the Paying and
Transfer Agent 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 $________________.
The Securities of this series will be redeemable in whole or in part,
at the option of the Company at any time, at a redemption price equal to the
greater of (i) 100% of the principal amount of the Securities of this series
being redeemed or (ii) the sum of the present values of the remaining scheduled
payments of principal of and interest on the Securities of this series being
redeemed discounted to the date of redemption on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at a discount rate equal to the
Treasury Yield plus ___ basis points, plus, for (i) or (ii) above, whichever is
applicable, accrued interest on the Securities of this series to the date of
redemption.
"Treasury Yield" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of such Securities of this series to be redeemed that would
be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Securities of this series.
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"Comparable Treasury Price" means, with respect to any redemption
date, (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third Business Day in New York City preceding such redemption date, as set forth
in the daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations
for US Government Securities" or (ii) if such release (or any successor release)
is not published or does not contain such prices on such business day, the
Reference Treasury Dealer Quotation for such redemption date.
"Independent Investment Banker" means an independent investment
banking institution of national standing appointed by the Company and reasonably
acceptable to the Trustee.
"Reference Treasury Dealer Quotation" means, with respect to the
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount and quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date).
"Reference Treasury Dealer" means a primary US Government securities
dealer in New York City appointed by the Company and reasonably acceptable to
the Trustee.
Notice of redemption shall be given as provided in the Indenture not
less than 15 days nor more than 30 days prior to the date fixed for redemption.
If fewer than all the Securities of this series are to be redeemed,
selection of Securities for redemption will be made by the Trustee in any manner
the Trustee deems fair and appropriate and that complies with applicable legal
and securities exchange requirements.
Unless the Company defaults in payment of the redemption price, from
and after the redemption date, the Securities of this series or portions thereof
called for redemption will cease to bear interest, and the Holders thereof will
have no right in respect to such Securities of this series except the right to
receive the redemption price thereof.
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 Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein.
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
20
manner and with the effect provided in the Indenture. At any time after such
declaration of acceleration with respect to Securities of any series has been
made, but before a judgment or decree for payment of money has been obtained by
the Trustee as provided in the Indenture, if all Events of Default with respect
to Securities of this series have been cured or waived (other than the non-
payment of principal of the Securities which has become due solely by reason of
such declaration of acceleration) then such declaration of acceleration and its
consequences shall be automatically annulled and rescinded.
The Securities of this series are subject to redemption upon not less
than 15 nor more than 30 days' notice to the Holders of Securities by first-
class mail, at a price equal to the outstanding principal amount thereof,
together with Additional Amounts, if any, and accrued interest, if any, to the
Redemption Date if (a) the Company satisfies the Trustee prior to the giving of
such notice that it has or will become obliged to pay Additional Amounts as a
result of either (x) any change in, or amendment to, the laws or regulations of
the United Kingdom or any political subdivision or any authority or agency
thereof or therein having power to tax or levy duties, or any change in the
application or interpretation of such laws or regulations, which change or
amendment becomes effective on or after the [date of the underwriting
agreement], or (y) the issuance of definitive Registered Securities as a result
of: (i) DTC having notified the Company and the Book-Entry Depositary that it
was unwilling or unable to continue to hold the Book-Entry Interest or at any
time ceasing to be a "clearing agency" registered as such under the Securities
Exchange Act of 1934 and, in either case, a successor is not being appointed by
the Company within 120 days; (ii) the Book-Entry Depositary for the Securities
of this series having notified the Company that it was unwilling or unable to
continue as Book-Entry Depositary with respect to a Global Security of this
series and no successor Book-Entry Depositary having been appointed by the
Company within 120 days, or; (iii) an Event of Default with respect to the
Securities of this series having occurred and being continuing and a Holder, in
such circumstance, having requested in writing that a Global Bearer Security of
this series be exchanged for one or more definitive Registered Securities and
(b) such obligation cannot be avoided by the Company taking reasonable measures
available to it, subject, as provided in the Indenture, to the delivery by the
Company of an Officers Certificate that such obligation referred to in (a)
cannot be avoided by the Company taking reasonable measures available to it.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the Indenture or any supplemental
indenture or 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 aggregate principal amount of the Securities at the time Outstanding
of all series to be affected (voting as a class). 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
21
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.
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, if any, 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 Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest, if any, on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
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 of a different authorized
denomination, 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.
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.
When a successor assumes all the obligations of its predecessor under
the Securities of this series and the Indenture in accordance with the terms of
the Indenture, the predecessor will be released from those obligations.
The Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities of this series and may
otherwise deal with the Company, its Subsidiaries or their respective Affiliates
as if it were not the Trustee.
22
No stockholder, director, officer, employee, incorporator or Affiliate
of the Company shall have any liability for any obligation of the Company under
the Securities of this series or the Indenture or for any claim based on, in
respect of or by reason of, such obligations or their creation. Each Holder of
the Securities of this series by accepting a Security of this series waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities of this series.
This Security shall not be valid until the Trustee or authenticating
agent signs the certificate of authentication on this Security.
Customary abbreviations may be used in the name of a Holder of a
Securities of this series or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Securities of this series as a convenience to the Holders of the
Securities of this series. No representation is made as to the accuracy of such
numbers as printed on the Securities of this series and reliance may be placed
only on the other identification numbers printed hereon.
This Security shall be governed by and construed in accordance with
the laws of the State of New York.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
23