EXHIBIT 4
AETNA LIFE AND CASUALTY COMPANY
Certificate of Designated Officer
Alfred P. Quirk, Jr., of Aetna Life and Casualty Company, a
Connecticut insurance corporation (the "Company"), pursuant to resolutions
adopted by the Board of Directors of the Company on March 25, 1994 (the
"Resolutions"), hereby certifies that there is hereby approved and established
pursuant to Section 301 of the Indenture, dated as of November 1, 1994 (the
"Indenture"), between the Company and The First National Bank of Chicago, as
Trustee, a series of Debentures under the Indenture whose terms shall be as
follows (capitalized terms used but not defined herein have the meanings
ascribed thereto in the Indenture):
1. There shall be a series of Debentures designated
"9 1/2% Series A Subordinated Debentures due November 22, 2024"
(the "Series A Debentures").
2. The aggregate principal amount of the Series A Debentures which
may be authenticated and delivered shall be limited to
$316,455,696 (or up to $363,924,051 aggregate principal amount
if and to the extent the overallotment option granted to the
underwriters of the 9 1/2% Cumulative Monthly Income Preferred
Securities, Series A of Capital (the "Series A Preferred
Securities") is exercised) (except, in each case, for Series A
Debentures authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Series A
Debentures pursuant to Section 304, 305, 306, 906 or 1107 of the
Indenture and except for Debentures which, pursuant to Section
303 of the Indenture, are deemed never to have been
authenticated and delivered thereunder).
3. Subject to the provisions of paragraphs 4 and 5, the entire
principal amount of the Series A Debentures shall become due
and payable, together with any accrued and unpaid interest
thereon, including Additional Interest, if any, on the earlier
of (a) November 22, 2024 (subject to the Company's right to
exchange the Series A Debentures for new Debentures or reborrow
the proceeds from the repayment of such Debentures pursuant to
paragraph 6) and (b) the date upon which Capital shall have
been dissolved; provided that, in the event the Series A
Preferred Securities are exchanged for the Series A Debentures
in the manner set forth in the Written Action establishing the
Series A Preferred Securities (the "Series A Security
Exchange") the Series A Debentures will mature on the date set
forth in clause (a), whether or not Capital shall have been
dissolved in connection with the Series A Security Exchange.
4. Notwithstanding the provisions of paragraph 3, if Capital
redeems any Series A Preferred Securities for cash in
accordance with the terms thereof, the Series A Debentures
shall become due and payable in a principal amount equal to the
aggregate stated liquidation preference of the Series A
Preferred Securities so redeemed, together with any and all
accrued interest thereon, including Additional Interest, if
any, on the portion being redeemed. Any payment pursuant to
this paragraph 4 shall be made prior to 12:00 noon, New York
time, on the date fixed for such redemption of Series A
Preferred Securities or at such other time on such earlier date
as Capital and the Company shall agree.
5. Upon not less than 30 nor more than 60 days' prior notice, the
Company shall have the right to redeem the Series A Debentures
(together with any accrued but unpaid interest, including
Additional Interest, if any, on the portion being redeemed),
without premium or penalty, in whole or in part,
(i) at any time on or after November 30, 1999; and
(ii) at any time, if (a) the Series A Preferred
Securities are outstanding and (b) there shall have
occurred after November 15, 1994 a change in any
applicable U.S. law or regulation or in the
interpretation thereof (including but not limited to the
enactment or imminent enactment of any legislation, the
publication of any judicial decisions, regulatory
rulings, regulatory procedures, or notices or
announcements (including notices or announcements of
intent to adopt such procedures or regulations), or a
change in the official position or in the interpretation
of any law or regulation by any legislative body, court,
governmental authority or regulatory body, irrespective of
the manner in which such change is made known), and the
Company shall have been advised by legal counsel (which
counsel is not an employee of the Company or Capital)
that, as a result of such change, there exists more than
an insubstantial risk that (i) the Company will be
precluded from deducting the interest paid on such Series
A Debentures for federal income tax purposes or (ii)
Capital will be subject to federal income tax with
respect to the interest received on such Series A
Debentures.
If at any time after the issuance of the Series A Preferred
Securities, the Company is or, in the opinion of counsel (which
counsel is not an employee of the Company or Capital), would be
required to pay Additional Interest with respect to any Series
A Debentures, the Company shall also have the right to redeem
without premium or penalty, in whole or in part (together with
accrued but unpaid interest, including Additional Interest, if
any, on the portion being redeemed) the Series A Debentures;
provided that in the event that the Company is required to pay
Additional Interest as a consequence of Capital's being
required to pay Additional Amounts, then the Company may only
redeem Series A Debentures in a principal amount not to exceed
the aggregate stated liquidation preference of the Series A
Preferred Securities with respect to which such Additional
Amounts are required to be paid. In addition, if the Company
or any of its subsidiaries purchases Series A Preferred
Securities by tender, in the open market or by private
agreement, the Company shall have the right to redeem Series A
Debentures, without premium or penalty, in an amount not to
exceed the aggregate stated liquidation preference of the
Series A Preferred Securities so purchased, together with any
accrued and unpaid interest thereon, including Additional
Interest, if any, on the portion being redeemed.
6. Notwithstanding the provisions of paragraphs 3 and 4, prior to
a Series A Security Exchange the Company may, with Capital's
consent, (i) in lieu of repaying the Series A Debentures when
due or optionally redeeming such Series A Debentures, exchange
such Series A Debentures for new Debentures with an equal
aggregate principal amount or (ii) if the Company repays such
Series A Debentures when due or optionally redeems such Series
A Debentures, reborrow the proceeds from such repayment or
redemption which reborrowing shall be evidenced by new
Debentures; provided that the Company may not so exchange the
Series A Debentures for new Debentures or reborrow the proceeds
from the repayment or redemption thereof unless Capital owns
all of such Series A Debentures and the following conditions are
satisfied (which satisfaction, in the case of clauses (f)
through (j) shall be determined in the judgment of the Managing
Members and Capital's financial advisor (selected by the
Managing Members and who shall be unaffiliated with the Company
and shall be among the 30 largest investment banking firms,
measured by total capital, in the United States at the time of
the issuance of the new Debentures that will evidence the new
loan to be made in connection with such exchange or
reborrowing)): (a) the Company is not bankrupt, insolvent or in
liquidation, (b) the Company is not in default in the payment
of any interest or principal under the Indenture, (c) the
Company has made timely payments on the Series A Debentures for
the immediately preceding 24 months (and has not elected
pursuant to paragraph 8 hereof to extend any interest payment
period for the Series A Debentures during such 24 month
period), (d) such new loan will mature no later than the
earlier of (1) the 49th anniversary of the date of the initial
issuance of the Series A Debentures and (2) the 30th
anniversary of the date such new loan is made, (e) Capital is
not in arrears on payments of dividends on the Series A
Preferred Securities, (f) the Company is expected to be able to
make timely payment of principal of and interest on such new
loan, (g) such new loan is being made on terms, and under
circumstances, that are consistent with those which a lender
would then require for a loan to an unrelated party, (h) such
new loan is being made at a rate sufficient to provide payments
equal to or greater than the amount of dividend payments
required under the Series A Preferred Securities, (i) such new
loan is being made for a term that is consistent with market
circumstances and the Company's financial condition and (j)
immediately prior to the making of such new loan, the senior
unsecured long-term debt of the Company is (or if no such debt
is outstanding, would be) rated not less than BBB (or the
equivalent) by Standard & Poor's Corporation and Baa2 (or the
equivalent) by Moody's Investors Service, Inc. and the
subordinated unsecured long-term debt of the Company (or, if
more than one issue of such subordinated debt is outstanding,
the most junior of such issues) is (or if no such debt is
outstanding, would be) rated not less than BBB- (or the
equivalent) by Standard & Poor's Corporation and Baa3 by
Moody's Investors Service, Inc. (or if either of such rating
organizations is not then rating the Company's senior or
subordinated unsecured long-term debt, as the case may be, the
equivalent of such ratings by any other "nationally recognized
statistical rating organization," as that term is defined by the
Commission for purposes of Rule 436(g)(2) under the Securities
Act of 1933, as amended). Except as otherwise provided in the
immediately preceding sentence, the terms of any new Debentures
issued upon the exchange of the Series A Debentures or upon the
reborrowing of the proceeds from the repayment of the Series A
Debentures pursuant to this paragraph 6 shall be substantially
similar to those of the Series A Debentures.
7. Each Series A Debenture shall bear interest at the annual rate
of 9 1/2% accruing from the date such Debenture is originally
issued or from the most recent Interest Payment Date (as
defined below) to which interest has been paid or duly provided
for, as the case may be, until maturity. To the extent
permitted by applicable law, the Company will also pay interest
on overdue installments of interest and principal at such rate.
Subject to the provisions of paragraph 8 below, such interest
shall be payable monthly in arrears on the last day of each
calendar month (an "Interest Payment Date"), commencing on
November 30, 1994 to the Persons in whose names the Series A
Debentures are registered at the close of business on the
relevant record date (each a "Regular Record Date"), which
shall be one Business Day prior to the relevant Interest
Payment Date; provided that in the event that the Series A
Debentures are not in book-entry-only form at any time
following a Series A Security Exchange, the Regular Record Date
for any Interest Payment Date shall be the fifteenth day of the
month in which such Interest Payment Date occurs.
8. Notwithstanding the provisions of paragraph 7, the Company
shall have the right at any time or times during the term of
the Series A Debentures, so long as the Company is not in
default in the payment of interest under the Indenture, to
extend the interest payment period for the Series A Debentures
up to 60 months, at the end of which period the Company will
pay all interest then accrued and unpaid on the Series A
Debentures (together with interest thereon at the rate
specified for the Series A Debentures to the extent permitted
by applicable law); provided that any such extended interest
period may only be selected with respect to the Series A
Debentures if an extended interest period of identical length
is simultaneously selected for the Debentures of all other
series outstanding. Prior to the termination of any such
extended interest payment period the Company may further extend
the interest payment period for the Series A Debentures;
provided that such extended interest payment period for the
Series A Debentures, together with all such further extensions
thereof, may not exceed 60 months. Following the termination of
any extended interest payment period, if the Company has paid
all accrued and unpaid interest required by the Series A
Debentures for such period, then the Company shall have the
right to again extend the interest payment period up to 60
months as herein described. Prior to any Series A Security
Exchange, the Company shall give Capital notice of its
selection of any extended interest payment period for the
Series A Debentures one Business Day prior to the earlier of
(i) the date the related dividend on the Series A Preferred
Securities is payable and (ii) the date on which Capital is
required to give notice of the record or payment date of such
dividend to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of the Series A
Preferred Securities, but in any event not less than two
Business Days prior to such record date. The Company will
cause Capital to give such notice of the Company's selection of
any extended interest payment period to the holders of the
Series A Preferred Securities. After any Series A Security
Exchange, the Company shall give the holders of the Series A
Debentures notice of its selection of any extended interest
payment period for the Series A Debentures not less than two
Business Days prior to the Regular Record Date for the first
interest payment for which such extension will be effective.
During any extended interest period, the Company shall not pay
or declare any dividends on, or redeem, purchase, acquire or
make a liquidation payment with respect to, any of its capital
stock (other than (i) acquisitions of shares of Common Stock in
connection with the satisfaction by the Company of its
obligations under any employee benefit plans and (ii)
redemptions of any share purchase rights issued by the Company
pursuant to the Company's Share Purchase Rights Plan adopted
on October 27, 1989, as amended from time to time, or the
declaration of a dividend of similar share purchase rights in
the future).
9. Payment of the principal of and interest on the Series A
Debentures will be made at the office or agency of the Company
maintained for such purposes in the City of Hartford,
Connecticut (the "Place of Payment"); 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 Debenture Register.
Notwithstanding the foregoing, so long as Capital is the holder
of all the Series A Debentures, the payment of the principal of
and interest (including Additional Interest, if any) on the
Series A Debentures will be made at such place and to such
account as may be designated by Capital.
10. The Company shall not be obligated to redeem or purchase the
Series A Debentures pursuant to any sinking fund or analogous
provision, or at the option of any Holder thereof.
11. If immediately prior to any Series A Security Exchange, the
Series A Preferred Securities are represented by one or more
global securities registered in the name of The Depository Trust
Company ("DTC") or any successor securities depositary or their
respective nominees, the Series A Debentures, upon such Series
A Security Exchange, shall be represented by one or more Global
Debentures registered in the name of DTC or any successor
security depositary, which shall act as the Depositary for the
Series A Debentures or their respective nominees.
12. In the event of a Series A Security Exchange, First Chicago
Trust Company of New York shall act as paying agent and
registrar with respect to the Series A Debentures in the event
the Series A Debentures are no longer represented by one or
more Global Debentures.
13. After the date fixed for a Series A Security
Exchange, any certificates representing Series A Preferred
Securities not held by DTC or any successor securities
depositary or their respective nominees and not surrendered for
exchange will be deemed to represent Series A Debentures having
a principal amount and accrued and unpaid interest equal to the
redemption price of such Preferred Securities until such
certificates are surrendered to Capital or its agent for
exchange; provided, however, that notwithstanding the
foregoing, until such certificates are so surrendered, no
payments of interest or principal will be made with respect to
such Series A Debentures.
14. The certificates evidencing the Series A Debentures shall be
substantially in the form attached hereto as Annex A, with such
changes as the officer executing the same shall approve, such
approval to be evidenced by such officer's manual or facsimile
signature.
IN WITNESS WHEREOF, I have hereunto signed my name as of this
15th day of November, 1994.
__________________________
Name:
Title:
ANNEX A
AETNA LIFE AND CASUALTY COMPANY
9 1/2% Series A Subordinated Debentures Due
November 22, 2024
No. R- $
AETNA LIFE AND CASUALTY COMPANY, a Connecticut insurance
corporation (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Aetna Capital L.L.C. ("Capital"), or registered assigns,
the principal sum of Dollars on the earlier of (i)
November 22, 2024 (subject to the Company's right to exchange this Debenture
for a new Debenture or reborrow the proceeds from the repayment of this
Debenture upon the terms and subject to the conditions set forth in the
Indenture) and (ii) the date upon which Capital is dissolved; provided that,
in the event of a Series A Security Exchange, this Debenture will mature on
the date set forth in clause (i), whether or not Capital shall have been
dissolved in connection with such Exchange, and to pay interest thereon at a
rate of 9 1/2% per annum plus Additional Interest, if any, accruing from
November 22, 1994 or from the most recent Interest Payment Date (as defined
below) to which interest has been paid or duly provided for until maturity and
(to the extent that the payment of such interest shall be legally enforceable)
at the rate of 9 1/2% per annum on any overdue principal and on any overdue
instalment of interest or Additional Interest. Except as described below,
such interest shall be payable monthly in arrears on the last day of each
calendar month, commencing on November 30, 1994; provided that in the event
that any date on which interest is payable on this Debenture is not a Business
Day, then 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 such date (any such date on which interest is paid, an
"Interest Payment Date"). Notwithstanding the foregoing, subject to the terms
and conditions set forth in the Indenture, the Company shall have the right at
any time or times prior to the maturity hereof, so long as the Company is not
in default in the payment of interest under the Indenture to extend the
interest payment period for this Debenture up to 60 months, at the end of
which period the Company will pay all interest then accrued and unpaid on this
Debenture (together with interest thereon at the rate of 9 1/2% to the extent
the payment of such interest shall be legally enforceable). Prior to the
termination of any such extended interest payment period the Company may
further extend the interest payment period for this Debenture; provided that
such extended interest payment period for this Debenture, together with all
such further extensions thereof, may not exceed 60 months. Following the
termination of any extended interest payment period, if the Company has paid
all accrued and unpaid interest required by this Debenture for such period,
then the Company shall have the right to again extend the interest payment
period up to 60 months.
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 Debenture (or one or more Predecessor
Debentures) is registered at the close of business on the Regular Record Date
for such interest, which, except as otherwise provided in the Indenture, shall
be the Business Day 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 Debenture (or one or more Predecessor Debentures) 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 Debentures 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
Debentures 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.
The indebtedness evidenced by this Debenture is, to the
extent provided in the Indenture, subordinate and subject in right of payment
to the prior payment in full of all Senior Debt, and this Debenture is issued
subject to the provisions of the Indenture with respect thereto. Each Holder
of this Debenture, 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 effectuate the subordination
so provided and (c) appoints the Trustee his attorney-in-fact for any and all
such purposes.
Payment of the principal of and interest on this Debenture
will be made at the office or agency of the Company maintained for that
purpose in Hartford, Connecticut, 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 by check mailed to the address of the Person
entitled thereto as such address shall appear in the Debenture Register.
Notwithstanding the foregoing, so long as the Holder of this Debenture is
Capital, the payment of the principal of and interest (including Additional
Interest, if any) on this Debenture will be made at such place and to such
account as may be designated by Capital.
Reference is hereby made to the further provisions of this
Debenture 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 Debenture 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:
AETNA LIFE AND
CASUALTY COMPANY
By___________________
Attest:
____________________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debentures of the series designated
therein referred to in the within-mentioned Indenture.
THE FIRST NATIONAL
BANK OF CHICAGO
As Trustee
BY__________________
Authorized Officer
This Debenture is one of a duly authorized issue of
securities of the Company (herein called the "Debentures"), issued and to be
issued in one or more series under an Indenture, dated as of November 1, 1994
(herein called the "Indenture"), between the Company and The First National
Bank of Chicago, 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 Company, the Trustee and the Holders of the Debentures and, to the
extent specifically set forth in the Indenture, the holders of Senior Debt and
Preferred Securities, and of the terms upon which the Debentures are, and are
to be, authenticated and delivered. This Debenture is one of the series
designated on the face hereof, limited in aggregate principal amount to
$316,455,696 (or up to $363,924,051 aggregate principal amount if and to
the extent the over-allotment option granted to the underwriters of the
Series A Preferred Securities is exercised).
If Capital redeems the Series A Preferred Securities for
cash in accordance with the terms thereof, the Debentures of this series shall
become due and payable in a principal amount equal to the aggregate stated
liquidation preference of the Series A Preferred Securities so redeemed,
together with any and all accrued interest thereon, including Additional
Interest, if any, on the portion being redeemed.
Upon not less than 30 nor more than 60 days' prior notice,
the Company shall have the right to redeem the Debentures of this series
(together with any accrued but unpaid interest, including Additional Interest,
if any, on the portion being redeemed), without premium or penalty, in whole
or in part,
(1) at any time on or after November 30, 1999; and
(2) at any time, if (a) the Series A Preferred Securities
are outstanding and (b) there shall have occurred after November
15, 1994 a change in any applicable U.S. law or regulation or in
the interpretation thereof (including but not limited to the
enactment or imminent enactment of any legislation, the
publication of any judicial decisions, regulatory rulings,
regulatory procedures, or notices or announcements (including
notices or announcements of intent to adopt such procedures or
regulations), or a change in the official position or in the
interpretation of any law or regulation by any legislative body,
court, governmental authority or regulatory body, irrespective of
the manner in which such change is made known), and the Company
shall have been advised by legal counsel (which counsel is not an
employee of the Company or Capital) that, as a result of such
change, there exists more than an insubstantial risk that (i) the
Company will be precluded from deducting the interest paid on the
Debentures of this series for federal income tax purposes or (ii)
Capital will be subject to federal income tax with respect to the
interest received on the Debentures of this series.
If at any time after the issuance of the Series A Preferred
Securities, the Company is or, in the opinion of counsel (which counsel is not
an employee of the Company or Capital), would be required to pay Additional
Interest with respect to any Debentures of this series, the Company shall also
have the right to redeem without premium or penalty, in whole or in part
(together with accrued but unpaid interest, including Additional Interest, if
any, on the portion being redeemed) the Debentures of this series; provided
that in the event that the Company is required to pay Additional Interest as a
consequence of Capital's being required to pay Additional Amounts, then the
Company may only redeem Debentures of this series in a principal amount not to
exceed the aggregate stated liquidation preference of the Series A Preferred
Securities with respect to which such Additional Amounts are required to be
paid. In addition, if the Company or any of its subsidiaries purchases Series
A Preferred Securities by tender, in the open market or by private agreement,
the Company shall have the right to redeem Debentures of this series, without
premium or penalty, in an amount not to exceed the aggregate stated
liquidation preference of the Series A Preferred Securities so purchased,
together with any accrued and unpaid interest thereon, including Additional
Interest, if any, on the portion being redeemed.
In the event of any prepayment or redemption of this
Debenture in part only, a new Debenture or Debentures of this series and of
like tenor for the portion hereof which is not being prepaid or redeemed, as
the case may be, will be issued in the name of the Holder hereof upon the
cancellation hereof.
The Indenture contains provisions for defeasance at any time
of (1) the entire indebtedness of this Debenture or (2) certain restrictive
covenants and Events of Default with respect to this Debenture, in each case
upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Debentures of this
series shall occur and be continuing, the principal of the Debentures of this
series and accrued interest (including Additional Interest, if any) thereon
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 Debentures 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 not less than a majority in
aggregate principal amount of the Debentures at the time Outstanding of each
series to be affected (and, prior to a Security Exchange with respect to the
Debentures of any series affected thereby, the consent of the holders of not
less than a majority in stated liquidation preference of the Preferred
Securities of the related series). The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the
Debentures of each series at the time Outstanding, on behalf of the Holders of
all Debentures 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 (except that prior to a Security Exchange with respect to
the Debentures of such series, any such waiver will also require the consent
of the holders of specified percentages of the stated liquidation preference
of the Preferred Securities of the related series). Any such consent or
waiver by the Holder of this Debenture shall be conclusive and binding upon
such Holder and upon all future Holders of this Debenture and of any Debenture
issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not notation of such consent or waiver is made upon
this Debenture.
Subject to Section 1503 of the Indenture, no reference
herein to the Indenture (other than such Section) and no provisions of this
Debenture 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 Debenture 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 Debenture is registerable
in the Debenture Register, upon surrender of this Debenture for registration of
transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Debenture are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Debenture Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Debentures 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; provided that prior to a Security
Exchange with respect to the Debentures of this series, the Debentures of this
series may not be transferred without the written consent of the Company.
The Debentures of this series are issuable only in
registered form without coupons in denominations of $25.00 and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Debentures of this series are exchangeable for
a like aggregate principal amount of Debentures 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 Debenture 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 Debenture is registered as the
owner hereof for all purposes, whether or not this Debenture is overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
No recourse shall be had for the payment of the principal of
or interest (including Additional Interest, if any) on this Debenture, or for
any claim based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture or any indenture supplemental thereto, against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.
All terms used in this Debenture which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.