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Exhibit 4.18(a)
THE EQUITABLE COMPANIES INCORPORATED
to
THE CHASE MANHATTAN BANK
as Trustee
FOURTH
SUPPLEMENTAL INDENTURE
------------------------------------
Dated as of April 1, 1998
------------------------------------
Providing for Issuance of
6 1/2% Senior Notes due 2008
7% Senior Debentures due 2028
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FOURTH SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated
as of April 1, 1998, from THE EQUITABLE COMPANIES INCORPORATED, a Delaware
corporation (the "Company"), to THE CHASE MANHATTAN BANK (formerly known as
Chemical Bank) as Trustee, a New York corporation (the "Trustee").
Recitals
In accordance with Sections 2.1, 3.1 and 8.1 of the Indenture, dated
as of December 1, 1993, from the Company to the Trustee (the "Indenture"), this
Supplemental In denture is being entered into in order to establish the form and
terms of two new series of Securities.
All capitalized terms used herein without definition shall have the
meanings specified in the Indenture.
For and in consideration of the premises, it is mutually covenanted
and agreed as follows:
ARTICLE I
Issuance of 6 1/2% Senior Notes
Section 1.1 Issuance of 6 1/2% Senior Notes. There shall be a series
of debt securities designated the 6 1/2% Senior Notes due 2008 (the "Senior
Notes") and such Senior Notes shall have the following terms in accordance with
the provisions of the Indenture and this Supplemental Indenture:
(a) Limitation on Aggregate Principal Amount.
The aggregate principal amount of the Senior Notes which may
be authenticated and delivered shall be limited to
$250,000,000.
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(b) Principal Payments and Principal Payment Dates. Except as set
forth below in Section (e), the principal amount of the Senior Notes
outstanding (together with any accrued and unpaid interest thereon) shall be
payable in a single installment on April 1, 2008.
(c) Interest Rate and Interest Payment Dates. The interest rate for
the Senior Notes shall be 6 1/2% per annum accruing from April 6, 1998 or from
the most recent Interest Payment Date (as defined below) to which interest has
been paid or provided for on the Senior Notes. To the extent allowed by law, the
Company will also pay interest on overdue installments of principal and interest
at such rate. Interest shall be payable semiannually on April 1 and October 1 of
each year (each an "Interest Payment Date") commencing on October 1, 1998. The
interest so payable on the Senior Notes which is punctually paid or provided for
shall be paid to the Persons in whose names such Senior Notes are registered at
the close of business on the March 15 or September 15, as the case may be, next
preceding such Interest Payment Date (each a "Regular Record Date"). The
interest so payable on the Senior Notes which is not punctually paid or
provided for shall forthwith cease to be payable to the Persons in whose names
such Notes are registered on the relevant Regular Record Date, and such de
faulted interest shall instead be payable to the Persons in whose names such
Notes are registered on the Special Record Date or other specified date in
accordance with the Indenture.
(d) Place of Payment and Method of Payment. The place of payment of
principal and interest on the Senior Notes shall initially be the Corporate
Trust Office of the Trustee, or, notwithstanding the foregoing, as otherwise
provided in the Indenture; provided, however, that the final principal payment
shall be payable only upon surrender of such Senior Notes to the Paying Agent.
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(e) Redemption. The Senior Notes may be re deemed, in whole or in
part, at any time at the option of the Company prior to maturity at a price (the
"Senior Notes Redemption Price") equal to the sum of (i) the aggregate principal
amount of Senior Notes being redeemed plus accrued interest thereon to the date
of redemption and (ii) the Senior Notes Make-Whole Amount (as defined below), if
any.
Notice of an optional redemption of the Senior Notes will be given
to Holders of the Senior Notes at their addresses, as shown in the Register of
Holders of Senior Notes, not more than 60 nor less than 30 days prior to the
date fixed for redemption, and otherwise in accordance with Article 10 of the
Indenture.
If funds for the redemption of the Senior Notes called for
redemption have been made available on such redemption date, the Senior Notes
will cease to bear interest on the date fixed for such redemption specified in
the notice of redemption and the only right of the holders thereof will be to
receive payment of the Senior Notes Redemption Price.
If fewer than all of the outstanding Senior Notes are to be
redeemed, such Senior Notes shall be redeemed pro rata based on the outstanding
principal amount of the Senior Notes being redeemed.
The term "Senior Notes Make-Whole Amount" shall mean, in connection
with any optional redemption of the Senior Notes, the excess, if any, of (i)
the aggregate present value as of the date of such redemption of each dollar of
principal of Senior Notes being redeemed and the amount of interest that would
have been payable in respect of such dollar if such prepayment had not been made
determined by discounting, on a semiannual basis, such principal and interest at
the Senior Notes Reinvestment Rate (determined on the Business Day immediately
preceding the date of such redemption) from the respective dates on which such
princi-
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pal and interest would have been payable if such prepayment had not been made,
over (ii) the aggregate principal amount of the Senior Notes being redeemed or
paid plus accrued interest to the date of redemption.
The term "Senior Notes Reinvestment Rate" shall mean the arithmetic mean of
the yields for the two weeks set forth under the heading "Week Ending" published
in the Statistical Release under the caption "Treasury Constant Maturities" for
the maturity (rounded to the nearest month) corresponding to the Senior Notes
Weighted Average Life to Maturity of the principal amount of Senior Notes being
prepaid or paid plus 15 basis points. If no maturity exactly corresponds to such
Senior Notes Weighted Average Life to Maturity, yields for the two published
maturities most closely corresponding to such Senior Notes Weighted Average Life
to Maturity shall be calculated pursuant to the immediately preceding sentence
and the Senior Notes Reinvestment Rate shall be interpolated or extrapolated
from such yields on a straight-line basis rounding in each of such relevant
periods to the nearest month. For the purposes of calculating the Senior Notes
Reinvestment Rate, the most recent Statistical Release published prior to the
date of determination of the Senior Notes Make-Whole Amount shall be used.
The term "Senior Notes Remaining Dollar-Year" shall mean, at any time, with
respect to any Senior Note, the result obtained by multiplying (i) an amount
equal to the then remaining principal payment at final maturity of such Senior
Note unpaid immediately prior to such time by (ii) the number of years
(calculated to the nearest one-twelfth) that will elapse between such time and
the date such required principal payment at final maturity is due.
The term "Statistical Release" shall mean the statistical release
designated "H.15(519)" or any successor publication which is published weekly by
the Federal Reserve System and which establishes yields on actively traded U.S.
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government securities adjusted to constant maturities or if such statistical
release is not published at the time of any determination under the Indenture,
then such other reason ably comparable index which shall be designated by the
Company.
The term "Senior Notes Weighted Average Life to Maturity" shall
mean, at any time, with respect to any Senior Note, the number of years
obtained by dividing the then Senior Notes Remaining Dollar-Years at such time
of such Senior Note by the then outstanding principal amount of such Senior
Note.
(f) Sinking Fund Obligations. The Company has no obligation to
redeem or purchase any Senior Notes pursuant to any sinking fund or analogous
requirement or upon the happening of a specified event or at the option of a
Holder thereof.
(g) Denomination and Form of Notes. The Senior Notes shall be fully
registered, without coupons, and issued in denominations of $1,000 and any
integral multiples there of, provided that in the event of any redemption in
accordance with subparagraph (e) above, the minimum denomination may be
proportionately reduced in order to facilitate a pro rata redemption. Except as
provided in Section 3.5 of the Indenture, the Senior Notes shall be issuable
only as Registered Securities in global form representing the entire aggregate
principal amount of the Senior Notes and shall be substantially in the form
attached as Exhibit A hereto.
(h) Defeasance and Covenant Defeasance. The pro visions of Article 4
of the Indenture relating to defeasance shall apply to the Senior Notes. For the
purpose of a defeasance or covenant defeasance pursuant to such Article 4, the
term "Government Obligations" shall only include obligations of the United
States or an agency or instrumentality of the United States.
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(i) Registrar and Paying Agent. The Trustee shall initially serve as
Registrar and Paying Agent for the Senior Notes.
(j) Initial Depositary. The initial depositary for the Senior Notes
shall be The Depository Trust Company ("DTC").
ARTICLE II
Issuance of the 7% Senior Debentures
Section 2.1 Issuance of 7% Senior Debentures. There shall be a
series of debt securities designated the 7% Senior Debentures due 2028 (the
"Senior Debentures") and such Senior Debentures shall have the following terms
in accordance with the provisions of the Indenture and this
Supplemental Indenture:
(a) Limitation on Aggregate Principal Amount. The aggregate
principal amount of the Senior Debentures which may be authenticated and
delivered shall be limited to $350,000,000.
(b) Principal Payments and Principal Payment Dates. Except as set
forth below in Section (e), the principal amount of the Senior Debentures
outstanding (together with any accrued and unpaid interest thereon) shall be
payable in a single installment on April 1, 2028.
(c) Interest Rate and Interest Payment Dates. The interest rate for
the Senior Debentures shall be 7% per annum accruing from April 6, 1998 or from
the most recent Interest Payment Date (as defined below) to which interest has
been paid or provided for on the Senior Debentures. To the extent allowed by
law, the Company will also pay inter est on overdue installments of principal
and interest at such rate. Interest shall be payable semiannually on April 1 and
October 1 of each year (each an "Interest Payment
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Date") commencing on October 1, 1998. The interest so payable on the Senior
Debentures which is punctually paid or provided for shall be paid to the Persons
in whose names such Senior Debentures are registered at the close of business
on the March 15 or September 15, as the case may be, next preceding such
Interest Payment Date (each a "Regular Record Date"). The interest so payable on
the Senior Debentures which is not punctually paid or provided for shall
forthwith cease to be payable to the Persons in whose names such Senior
Debentures are registered on the relevant Regular Record Date, and such
defaulted interest shall instead be payable to the Persons in whose names such
Senior Debentures are registered on the Special Record Date or other specified
date in accordance with the Indenture.
(d) Place of Payment and Method of Payment. The place of payment of
principal and interest on the Senior Debentures shall initially be the Corporate
Trust Office of the Trustee, or, notwithstanding the foregoing, as otherwise
provided in the Indenture; provided, however, that the final principal payment
shall be payable only upon surrender of such Senior Debentures to the Paying
Agent.
(e) Redemption. The Senior Debentures may be re deemed, in whole or
in part, at any time at the option of the Company prior to maturity at a price
(the "Senior Debentures Redemption Price") equal to the sum of (i) the aggregate
principal amount of Senior Debentures being redeemed plus accrued interest
thereon to the date of redemption and (ii) the Senior Debentures Make-Whole
Amount (as defined below), if any.
Notice of an optional redemption of the Senior Debentures will be
given to Holders of the Senior Debentures at their addresses, as shown in the
Register of Holders of Senior Debentures, not more than 60 nor less than 30 days
prior to the date fixed for redemption, and otherwise in accordance with Article
10 of the Indenture.
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If funds for the redemption of the Senior Debentures called for
redemption have been made available on such redemption date, the Senior
Debentures will cease to bear interest on the date fixed for such redemption
specified in the notice of redemption and the only right of the holders thereof
will be to receive payment of the Senior Debentures Redemption Price.
If fewer than all of the outstanding Senior Debentures are to be
redeemed, such Senior Debentures shall be redeemed pro rata based on the
outstanding principal amount of the Senior Debentures being redeemed.
The term "Senior Debentures Make-Whole Amount" shall mean, in
connection with any optional redemption of the Senior Debentures, the excess, if
any, of (i) the aggregate present value as of the date of such redemption of
each dollar of principal of Senior Debentures being redeemed and the amount of
interest that would have been payable in respect of such dollar if such
prepayment had not been made determined by discounting, on a semiannual basis,
such principal and interest at the Senior Debentures Reinvestment Rate
(determined on the Business Day immediately preceding the date of such
redemption) from the respective dates on which such principal and interest would
have been payable if such prepayment had not been made, over (ii) the aggregate
principal amount of the Senior Debentures being redeemed or paid plus accrued
interest to the date of redemption.
The term "Senior Debentures Reinvestment Rate" shall mean the
arithmetic mean of the yields for the two weeks set forth under the heading
"Week Ending" published in the Statistical Release (as defined in Section
1.1(e)) under the caption "Treasury Constant Maturities" for the maturity
(rounded to the nearest month) corresponding to the Senior Debentures Weighted
Average Life to Maturity of the principal amount of Senior Debentures being
prepaid or paid plus 20 basis points. If no maturity exactly corresponds to such
Senior Debentures Weighted Average Life to Maturity,
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yields for the two published maturities most closely corresponding to such
Senior Debentures Weighted Average Life to Maturity shall be calculated pursuant
to the immediately preceding sentence and the Senior Debentures Reinvestment
Rate shall be interpolated or extrapolated from such yields on a straight-line
basis rounding in each of such relevant periods to the nearest month. For the
purposes of calculating the Senior Debentures Reinvestment Rate, the most
recent Statistical Release published prior to the date of determination of the
Senior Debentures Make-Whole Amount shall be used.
The term "Senior Debentures Remaining Dollar-Years" shall mean, at
any time, with respect to any Senior Debenture, the result obtained by
multiplying (i) an amount equal to the then remaining principal payment at final
maturity of such Senior Debenture unpaid immediately prior to such time by (ii)
the number of years (calculated to the nearest one-twelfth) that will elapse
between such time and the date such required principal payment at final maturity
is due.
The term "Senior Debentures Weighted Average Life to Maturity" shall
mean, at any time, with respect to any Senior Debenture, the number of years
obtained by dividing the then Senior Debentures Remaining Dollar-Years at such
time of such Senior Debenture by the then outstanding principal amount of such
Senior Debenture.
(f) Sinking Fund Obligations. The Company has no obligation to
redeem or purchase any Senior Debentures pursuant to any sinking fund or
analogous requirement or upon the happening of a specified event or at the
option of a Holder thereof.
(g) Denomination and Form of Debentures. The Senior Debentures
shall be fully registered, without coupons, and issued in denominations of
$1,000 and any integral multiples thereof, provided that in the event of any
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redemption in accordance with subparagraph (e) above, the minimum denomination
may be proportionately reduced in order to facilitate a pro rata redemption.
Except as provided in Section 3.5 of the Indenture, the Senior Debentures shall
be issuable only as Registered Securities in global form representing the entire
aggregate principal amount of the Senior Debentures and shall be substantially
in the form attached as Exhibit B hereto.
(h) Defeasance and Covenant Defeasance. The pro visions of Article 4
of the Indenture relating to defeasance shall apply to the Senior Debentures.
For the purpose of a defeasance or covenant defeasance pursuant to such Article
4, the term "Government Obligations" shall only include obligations of the
United States or an agency or instrumentality of the United States.
(i) Registrar and Paying Agent. The Trustee shall initially serve as
Registrar and Paying Agent for the Senior Debentures.
(j) Initial Depositary. The initial depositary for the Senior
Debentures shall be The Depository Trust Company ("DTC").
ARTICLE III
Miscellaneous
Section 3.1 Counterparts. This Supplemental In denture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one instrument.
Section 3.2 Governing Law. This Supplemental In denture shall be
governed by and construed in accordance with the laws of the State of New York.
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Section 3.3 Headings. The Article and Section headings herein are
for convenience only and shall not affect the construction hereof.
Section 3.4 Successor and Assigns. All covenants and agreements in
this Supplemental Indenture by the Company shall bind its successor and assigns,
whether so expressed or not.
Section 3.5 Separability. In case any provision of this Supplemental
Indenture, the Senior Notes or the Senior Debentures 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.
Section 3.6 Benefits of Indenture. Nothing in this Supplemental
Indenture, in the Senior Notes or in the Senior Debentures, expressed 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 Supplemental Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and at tested, all as of the day and year first above written.
THE EQUITABLE COMPANIES
INCORPORATED
By: /s/ Stanley B. Tulin
---------------------------------
Name: Stanley B. Tulin
Title: Executive Vice President and
Chief Financial officer
[Seal]
Attest:
/s/ Linda Galasso
- --------------------------
Name: Linda Galasso
Title: Vice President and
Assistant Secretary
THE CHASE MANHATTAN BANK,
as Trustee
By: /s/ W.B. Dodge
---------------------------------
Name: W.B. Dodge
Title: Vice President
[Seal]
Attest:
/s/ Wanda Eiland
- ---------------------------
Name: Wanda Eiland
Title: Trust Officer
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EXHIBIT A
CUSIP: 29444GAH0
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF
DTC. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO
A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY
DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
REGISTERED REGISTERED
THE EQUITABLE COMPANIES INCORPORATED
Original Principal Amount
(subject to reduction as
herein provided):
No. . . . . . $. . . . . . .
6 1/2% Senior Note due 2008
THE EQUITABLE COMPANIES INCORPORATED, a corporation duly organized
and existing under the laws of the State of Delaware (herein referred to as the
"Company", which term
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includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
or registered assigns, the principal sum of Dollars
($ ) or such amount as shall be the outstanding principal amount
hereof, on April 1, 2008 (subject to earlier redemption at the option of
the Company), and to pay interest on the unpaid principal amount hereof
(computed on the basis of a 360-day year of twelve 30-day months) from
April 6, 1998 or from the most recent interest payment date to which interest
has been paid or duly provided for on this Note. Interest on this Note shall
be payable semi-annually on April 1 and October 1 of each year (each an
"Interest Payment Date") commencing on October 1, 1998 at the rate of 6 1/2%
per annum until the principal hereof is paid or made available for payment.
The interest so payable on this Note which is punctually paid or
provided for shall be paid to the Person in whose name this Note is registered
at the close of business on the March 15 or September 15, as the case may be,
next preceding the applicable Interest Payment Date. The interest so payable on
this Note which is not punctually paid or provided for shall forthwith cease to
be payable to the Person in whose name this Note is registered on the relevant
record date, and such defaulted interest shall instead be payable to the Person
in whose name this Note is registered on the Special Record Date or other
specified date in accordance with the Indenture.
To the extent allowed by law, the Company will pay interest on
overdue installments of principal and interest at the rate of interest borne by
this Note.
Payment of the principal and interest on this Note will initially be
paid at the Corporate Trust Office of The Chase Manhattan Bank (formerly known
as Chemical Bank), as Trustee, or as otherwise provided in the Indenture, in
such coin or currency of the United States of America as at the
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time of payment is legal tender for payment of public and private debts;
provided that, in either case, the final principal payment shall be payable only
upon surrender of this Note to the Paying Agent.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof. Such further provisions shall for all purposes have
the same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee under the In denture referred to on the reverse hereof.
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IN WITNESS WHEREOF, THE EQUITABLE COMPANIES INCORPORATED, has
caused this instrument to be executed in its corporate name by the manual or
facsimile signatures of duly authorized officers, and impressed or imprinted
with its corporate seal or facsimile thereof, attested by the manual or
facsimile signature of its Secretary or one of its Assistant Secretaries.
Dated:
[Seal] THE EQUITABLE COMPANIES
INCORPORATED
By:
---------------------------------
Name:
Title:
Attest:
By:
- -----------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
Attest:
By:
- ------------------------------
Name:
Title:
This is one of the Securities of the series de scribed in the
within-mentioned Indenture.
The Chase Manhattan Bank,
as Trustee
By:
---------------------------
Authorized Signatory
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[FORM OF REVERSE OF GLOBAL SENIOR NOTE]
THE EQUITABLE COMPANIES INCORPORATED
6 1/2% Senior Note due 2008
This Note is one of the securities of the Company, all issued or to
be issued under an Indenture, dated as of December 1, 1993, duly executed and
delivered by the Company to The Chase Manhattan Bank (formerly known as Chemical
Bank), as trustee, as supplemented by certain supplemental indentures, including
the Fourth Supplemental Indenture, dated as of April 1, 1998 relating to the
notes issued hereby (as so supplemented, the "Indenture"), duly executed and
delivered by the Company to The Chase Manhattan Bank (formerly known as Chemical
Bank), as Trustee (hereinafter, the "Trustee", which term includes any successor
trustee under any such indenture), to which Indenture, and all indentures
supplemental thereto reference is hereby made for a description of the
respective rights and duties thereunder of the Trustee, the Company and the
Holders of the Senior Notes. This Note is one of a series of securities
designated as the 6 1/2% Senior Notes due 2008 (the "Senior Notes"), limited in
aggregate principal amount to $250,000,000, and is issued pursuant to the
Indenture.
The Senior Notes may be redeemed, in whole or in part, at any time
at the option of the Company prior to maturity at a price (the "Senior Notes
Redemption Price") equal to the sum of (i) the aggregate principal amount of
Senior Notes being redeemed plus accrued interest thereon to the date of
redemption and (ii) the Senior Notes Make-Whole Amount (as defined below), if
any.
Notice of an optional redemption of the Senior Notes will be given
to Holders of the Senior Notes at their addresses, as shown in the Register of
Holders of Senior Notes, not more than 60 nor less than 30 days prior to the
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date fixed for redemption, and otherwise in accordance with Article 10 of the
Indenture.
If funds for the redemption of the Senior Notes called for
redemption have been made available on such redemption date, the Senior Notes
will cease to bear interest on the date fixed for such redemption specified in
the notice of redemption and the only right of the holders thereof will be to
receive payment of the Senior Notes Redemption Price.
If fewer than all of the outstanding Senior Notes are to be
redeemed, such Senior Notes shall be redeemed pro rata based on the outstanding
principal amount of the Senior Notes being redeemed.
The term "Senior Notes Make-Whole Amount" shall mean, in connection
with any optional redemption of the Senior Notes, the excess, if any, of (i)
the aggregate present value as of the date of such redemption of each dollar of
principal of Senior Notes being redeemed and the amount of interest that would
have been payable in respect of such dollar if such prepayment had not been made
determined by discounting, on a semiannual basis, such principal and interest at
the Senior Notes Reinvestment Rate (determined on the Business Day immediately
preceding the date of such redemption) from the respective dates on which such
princi pal and interest would have been payable if such prepayment had not been
made, over (ii) the aggregate principal amount of the Senior Notes being
redeemed or paid plus accrued interest to the date of redemption.
The term "Senior Notes Reinvestment Rate" shall mean the arithmetic
mean of the yields for the two weeks set forth under the heading "Week Ending"
published in the Statistical Release under the caption "Treasury Constant
Maturities" for the maturity (rounded to the nearest month) corresponding to the
Senior Notes Weighted Average Life to Maturity of the principal amount of Senior
Notes being pre-
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paid or paid plus 15 basis points. If no maturity exactly corresponds to such
Senior Notes Weighted Average Life to Maturity, yields for the two published
maturities most closely corresponding to such Senior Notes Weighted Average Life
to Maturity shall be calculated pursuant to the immediately preceding sentence
and the Senior Notes Reinvestment Rate shall be interpolated or extrapolated
from such yields on a straight-line basis rounding in each of such relevant
periods to the nearest month. For the purposes of calculating the Senior Notes
Reinvestment Rate, the most recent Statistical Release published prior to the
date of determination of the Senior Notes Make-Whole Amount shall be used.
The term "Senior Notes Remaining Dollar-Years" shall mean, at any
time, with respect to any Senior Note, the result obtained by multiplying (i) an
amount equal to the then remaining principal payment at final maturity of such
Senior Note unpaid immediately prior to such time by (ii) the number of years
(calculated to the nearest one-twelfth) that will elapse between such time and
the date such required principal payment at final maturity is due.
The term "Statistical Release" shall mean the statistical release
designated "H.15(519)" or any successor publication which is published weekly by
the Federal Reserve System and which establishes yields on actively traded U.S.
government securities adjusted to constant maturities or if such statistical
release is not published at the time of any determination under the Indenture,
then such other reason ably comparable index which shall be designated by the
Company.
The term "Senior Notes Weighted Average Life to Maturity" shall
mean, at any time, with respect to any Senior Note, the number of years
obtained by dividing the then Senior Notes Remaining Dollar-Years at such time
of such Senior Note by the then outstanding principal amount of such Senior
Note.
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The Indenture contains provisions for defeasance and covenant
defeasance at any time of the indebtedness evidenced by this Note upon
compliance by the Company with certain conditions set forth therein.
If an Event of Default shall have occurred and be continuing, the
principal hereof may be declared, and upon such declaration become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount (calculated as provided in the Indenture) of the
outstanding Senior Notes to modify the Indenture or any supplemental indenture
with respect to the rights of the Holders of the Senior Notes, provided that no
such modification shall (i) extend the fixed maturity of any Senior Notes, or
reduce the principal thereof, or reduce the rate or extend the time of payment
of interest thereon or reduce any premium payable upon the redemption thereof or
make the principal amount thereof or interest thereon payable in any coin or
currency other than that of the United States without the consent of the Holders
of each such Senior Note so affected or (ii) reduce the aforesaid percentage of
Senior Notes the consent of the Holders of which is required for any such
modification without the consent of the Holder of each such Senior Note so
affected. Any such consent given by the Holder of this Note shall be conclusive
and binding upon such Holder and all future Holders of this Note and of any
Senior Notes issued on registration hereof, the transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent is made upon
this Note.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, premium, if any, and
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interest on this Note at the place, at the respective time, at the rate and in
the coin or currency herein prescribed.
This Note is issuable in registered form without coupons and, except
as provided in the Indenture, in denominations of $1,000 and any integral
multiples in excess thereof. This Note may be exchanged for a like aggregate
principal amount of Senior Notes of other authorized denominations only in the
manner and subject to the limitations provided in the Indenture.
Upon due presentment for registration of transfer of this Note, the
Company shall execute and the Trustee shall authenticate and deliver a new Note
or Notes of like tenor and authorized denominations for an equal aggregate
principal amount in exchange herefor, subject to the limitations provided in
the Indenture.
No service charge shall be made for any 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 Note 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 Note is registered as the owner hereof for all
purposes (subject to the provisions hereof with respect to determination of the
person to whom interest is payable).
All terms used in this Note which are defined in the Indenture shall
have the respective meanings assigned to them in the Indenture.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
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ASSIGNMENT
(To be executed by the registered Holder
if such Holder desires to transfer this Note)
FOR VALUE RECEIVED_____________________________________hereby sells, assigns
and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFYING NUMBER OF TRANSFEREE
- -------------------------------------------------------------------------------
(Please print name and address of transferee)
- -------------------------------------------------------------------------------
this Note, together with all right, title and interest herein, and does hereby
irrevocably constitute and appoint Attorney to transfer this Note on the
securities register relating to this Note, with full power of substitution.
Dated:
------------------ -----------------------------------------
Signature
-----------------------------------------
Signature Guaranteed
NOTICE: The signature to the foregoing assignment must correspond to the name as
written upon the face of this Note in every particular, without alteration or
any change whatsoever.
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EXHIBIT B
CUSIP: 29444GAJ6
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS DEBENTURE IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF
DTC. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEBENTURES IN
CERTIFICATED FORM, THIS DEBENTURE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC
OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
REGISTERED REGISTERED
THE EQUITABLE COMPANIES INCORPORATED
Original
Principal
Amount (subject
to reduction as
herein
provided):
No. . . . . . $. . . . .
7% Senior Debenture due 2028
THE EQUITABLE COMPANIES INCORPORATED, a corporation duly organized
and existing under the laws of the State of Delaware (herein
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referred to as the "Company", which term includes any successor corporation
under the Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to or registered assigns, the
principal sum of Dollars ($ ) or such amount as shall be the out
standing principal amount hereof, on April 1, 2028 (subject to earlier
redemption at the option of the Company), and to pay interest on the unpaid
principal amount hereof (computed on the basis of a 360-day year of twelve
30-day months) from April 6, 1998 or from the most recent interest payment
date to which interest has been paid or duly provided for on this Debenture.
Interest on this Debenture shall be payable semi-annually on April 1 and
October 1 of each year (each an "Interest Payment Date") commencing on
October 1, 1998 at the rate of 7% per annum until the principal hereof is
paid or made available for payment.
The interest so payable on this Debenture which is punctually paid
or provided for shall be paid to the Person in whose name this Debenture is
registered at the close of business on the March 15 or September 15, as the case
may be, next preceding the applicable Interest Payment Date. The interest so
payable on this Debenture which is not punctually paid or provided for shall
forthwith cease to be payable to the Person in whose name this Debenture is
registered on the relevant record date, and such defaulted interest shall
instead be payable to the Person in whose name this Debenture is registered on
the Special Record Date or other specified date in accordance with the
Indenture.
To the extent allowed by law, the Company will pay interest on
overdue installments of principal and interest at the rate of interest borne by
this Debenture.
Payment of the principal and interest on this Debenture will
initially be paid at the Corporate Trust Office of The Chase Manhattan Bank
(formerly known as Chemical Bank), as Trustee, or as otherwise provided in the
Indenture, 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 that, in either case,
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the final principal payment shall be payable only upon surrender of this
Debenture to the Paying Agent.
Reference is hereby made to the further provisions of this Debenture
set forth on the reverse hereof. Such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
This Debenture shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been signed by
the Trustee under the Indenture referred to on the reverse hereof.
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IN WITNESS WHEREOF, THE EQUITABLE COMPANIES INCORPORATED, has caused
this instrument to be executed in its corporate name by the manual or facsimile
signatures of duly authorized officers, and impressed or imprinted with its
corporate seal or facsimile thereof, attested by the manual or facsimile
signature of its Secretary or one of its Assistant Secretaries.
Dated:
[Seal] THE EQUITABLE COMPANIES
INCORPORATED
By:
---------------------------------
Name:
Title:
Attest:
By:
----------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
This is one of the Securities of the series described in the
within-mentioned Indenture.
The Chase Manhattan Bank,
as Trustee
By:
---------------------------------
Authorized Signatory
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[FORM OF REVERSE OF GLOBAL SENIOR DEBENTURE]
THE EQUITABLE COMPANIES INCORPORATED
7% Senior Debenture due 2028
This Debenture is one of the securities of the Company, all issued
or to be issued under an Indenture, dated as of December 1, 1993, duly executed
and delivered by the Company to The Chase Manhattan Bank (formerly known as
Chemical Bank), as trustee, as supplemented by certain supplemental indentures,
including the Fourth Supplemental Indenture, dated as of April 1, 1998 relating
to the debentures issued hereby (as so supplemented, the "Indenture"), duly
executed and delivered by the Company to The Chase Manhattan Bank (formerly
known as Chemical Bank), as Trustee (hereinafter, the "Trustee", which term
includes any successor trustee under any such indenture), to which Indenture,
and all indentures supplemental thereto reference is hereby made for a
description of the respective rights and duties thereunder of the Trustee, the
Company and the Holders of the Senior Debentures. This Debenture one of a series
of securities designated as the 7% Senior Debentures due 2028 (the "Senior
Debentures"), limited in aggregate principal amount to $350,000,000, and is
issued pursuant to the Indenture.
The Senior Debentures may be redeemed, in whole or in part, at any
time at the option of the Company prior to maturity at a price (the "Senior
Debentures Redemption Price") equal to the sum of (i) the aggregate principal
amount of Senior Debentures being redeemed plus accrued interest thereon to the
date of redemption and (ii) the Senior Debentures Make-Whole Amount (as defined
below), if any.
Notice of an optional redemption of the Senior Debentures will be
given to Holders of the Senior Debentures at their addresses, as shown in the
Register of Holders of Senior Debentures, not more than 60 nor less than 30 days
prior to the date fixed for redemption, and otherwise in accordance with Article
10 of the Indenture.
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If funds for the redemption of the Senior Debentures called for
redemption have been made available on such redemption date, the Senior
Debentures will cease to bear interest on the date fixed for such redemption
specified in the notice of redemption and the only right of the holders thereof
will be to receive payment of the Senior Debentures Redemption Price.
If fewer than all of the outstanding Senior Debentures are to be
redeemed, such Senior Debentures shall be redeemed pro rata based on the
outstanding principal amount of the Senior Debentures being redeemed.
The term "Senior Debentures Make-Whole Amount" shall mean, in
connection with any optional redemption of the Senior Debentures, the excess, if
any, of (i) the aggregate present value as of the date of such redemption of
each dollar of principal of Senior Debentures being redeemed and the amount of
interest that would have been payable in respect of such dollar if such
prepayment had not been made determined by discounting, on a semiannual basis,
such principal and interest at the Senior Debentures Reinvestment Rate
(determined on the Business Day immediately preceding the date of such
redemption) from the respective dates on which such principal and interest would
have been payable if such prepayment had not been made, over (ii) the aggregate
principal amount of the Senior Debentures being redeemed or paid plus accrued
interest to the date of redemption.
The term "Senior Debentures Reinvestment Rate" shall mean the
arithmetic mean of the yields for the two weeks set forth under the heading
"Week Ending" published in the Statistical Release under the caption "Treasury
Constant Maturities" for the maturity (rounded to the nearest month)
corresponding to the Senior Debentures Weighted Average Life to Maturity of the
principal amount of Senior Debentures being prepaid or paid plus 20 basis
points. If no maturity exactly corresponds to such Senior Debentures Weighted
Average Life to Maturity, yields for the two published maturities most closely
corresponding to such Senior Debentures Weighted Average Life to Maturity shall
be calculated pursuant to the immediately preceding sentence and the Senior
Debentures Reinvestment Rate shall be interpolated or extrapolated from such
yields on a straight-line basis
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rounding in each of such relevant periods to the nearest month. For the purposes
of calculating the Senior Debentures Reinvestment Rate, the most recent
Statistical Release published prior to the date of determination of the Senior
Debentures Make-Whole Amount shall be used.
The term "Senior Debentures Remaining Dollar-Years" shall mean, at
any time, with respect to any Senior Debenture, the result obtained by
multiplying (i) an amount equal to the then remaining principal payment at final
maturity of such Senior Debenture unpaid immediately prior to such time by (ii)
the number of years (calculated to the nearest one-twelfth) that will elapse
between such time and the date such required principal payment at final maturity
is due.
The term "Statistical Release" shall mean the statistical release
designated "H.15(519)" or any successor publication which is published weekly by
the Federal Reserve System and which establishes yields on actively traded U.S.
government securities adjusted to constant maturities or if such statistical
release is not published at the time of any determination under the Indenture,
then such other reasonably comparable index which shall be designated by the
Company.
The term "Senior Debentures Weighted Average Life to Maturity" shall
mean, at any time, with respect to any Senior Debenture, the number of years
obtained by dividing the then Senior Debentures Remaining Dollar-Years at such
time of such Senior Debenture by the then outstanding principal amount of such
Senior Debenture.
The Indenture contains provisions for defeasance and covenant
defeasance at any time of the indebtedness evidenced by this Debenture upon
compliance by the Company with certain conditions set forth therein.
If an Event of Default shall have occurred and be continuing, the
principal hereof may be declared, and upon such declaration become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.
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31
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount (calculated as provided in the Indenture) of the
outstanding Senior Debentures to modify the Indenture or any supplemental
indenture with respect to the rights of the Holders of the Senior Debentures,
provided that no such modification shall (i) extend the fixed maturity of any
Senior Debenture, or reduce the principal thereof, or reduce the rate or extend
the time of payment of interest thereon or reduce any premium payable upon the
redemption thereof or make the principal amount thereof or interest thereon
payable in any coin or currency other than that of the United States without the
consent of the Holders of each such Senior Debenture so affected or (ii) reduce
the aforesaid percentage of Senior Debentures the consent of the Holders of
which is required for any such modification without the consent of the Holder of
each such Senior Debenture so affected. Any such consent given by the Holder of
this Debenture shall be conclusive and binding upon such Holder and all future
Holders of this Debenture and of any Senior Debenture issued on registration
hereof, the transfer hereof or in exchange herefor or in lieu hereof, whether or
not notation of such consent is made upon this Debenture.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, premium,
if any, and interest on this Debenture at the place, at the respective time, at
the rate and in the coin or currency herein prescribed.
This Debenture is issuable in registered form without coupons and,
except as provided in the Indenture, in denominations of $1,000 and any integral
multiples in excess thereof. This Debenture may be exchanged for a like
aggregate principal amount of Senior Debentures of other authorized
denominations only in the manner and subject to the limitations provided in the
Indenture.
Upon due presentment for registration of transfer of this Debenture,
the Company shall execute and the Trustee shall authenticate and deliver a new
Debenture or Debentures of like tenor
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32
and authorized denominations for an equal aggregate principal amount in exchange
herefor, subject to the limitations provided in the Indenture.
No service charge shall be made for any 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 (subject to the provisions hereof with respect to
determination of the person to whom interest is payable).
All terms used in this Debenture which are defined in the Indenture
shall have the respective meanings assigned to them in the Indenture.
THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
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ASSIGNMENT
(To be executed by the registered Holder
if such Holder desires to transfer this Debenture)
FOR VALUE RECEIVED_____________________________ hereby sells, assigns
and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFYING NUMBER OF TRANSFEREE
- -------------------------------------------------------------------------------
(Please print name and address of transferee)
- -------------------------------------------------------------------------------
this Debenture, together with all right, title and interest herein, and does
hereby irrevocably constitute and appoint Attorney to
transfer this Debenture on the securities register relating to this Debenture,
with full power of substitution.
Dated:
--------------------- -------------------------------------
Signature
-------------------------------------
Signature Guaranteed
NOTICE: The signature to the foregoing assignment must correspond to the name as
written upon the face of this Debenture in every particular, without alteration
or any change whatsoever.
20