Exhibit 4.12
REGISTERED REGISTERED
AMERUS LIFE HOLDINGS, INC.
6.86% JUNIOR SUBORDINATED DEFERRABLE INTEREST
DEBENTURE DUE JULY 27, 2003
CUSIP 030732AB7
No. A-1 US $135,035,453.00
AMERUS LIFE HOLDINGS, INC., a corporation duly organized and existing
under the laws of Iowa (herein called the "Company," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to First Union National Bank, as Property
Trustee for AmerUs Capital II, a Delaware statutory business trust (the "Trust")
or registered assigns, (i) the principal sum of One Hundred Thirty-Five Million
Thirty-Five Thousand Four Hundred Fifty-Three Dollars ($135,035,453.00) on July
27, 2003, (the "Maturity Date") unless previously repurchased as provided
herein, (ii) interest (a) on said principal sum from July 27, 1998, or from the
most recent interest payment date (each such date, an "Interest Payment Date")
to which interest has been paid or duly provided for, quarterly (subject to
deferral as set forth herein) in arrears on January 27, April 27, July 27 and
October 27, of each year, commencing on October 27, 1998, initially at the rate
of 6.86% per annum (the "Initial Interest Rate") until the Market Rate Increase
Date (as hereinafter defined), and if the Rate Increase Agent (as hereinafter
defined) establishes a Market Increase Rate (as hereinafter defined) at such
Market Increase Rate (whichever of the Initial Interest Rate or the Market
Increase Rate as may be in effect at any applicable time being referred to
herein as the "Interest Rate") thereafter until the principal hereof shall have
become due and payable, (b) at the Interest Rate on any overdue principal and
premium, if any, and (c) at the Interest Rate, compounded quarterly on any
overdue installment of interest and (iii) the Put Price (as hereinafter defined)
with respect hereto; in each case, without duplication and to the extent that
payment of such interest is enforceable under applicable law. The amount of
interest payable on any Interest Payment Date shall be computed on the basis of
a 360-day year consisting of twelve 30-day months. In the event that any date
on which principal of (or premium, if any), or interest on or the Put Price with
respect to this 6.86% Junior Subordinated Deferrable Interest Debentures due
July 27, 2003 (the "Debenture") is not a Business Day, then payment payable on
such date will be made on the next succeeding day that is a Business Day (and to
the extent such payment is made on the next succeeding Business Day, without any
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on the date such payment was originally payable.
The interest 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 Securities) is
registered at the close of business on the Regular Record Date for such interest
payment, which shall be one Business Day prior to the relevant Interest Payment
Date unless this Debenture is distributed upon liquidation of the Trust and is
issued in certificated form, in which case the record date for such interest
installment shall be the first day of the month in which the relevant Interest
Payment Date falls. Except as otherwise provided in the Indenture, 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 by virtue of their having been
such Holder and may either be paid to the Person in whose name this Debenture
(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 (as hereinafter defined), notice whereof is to be given to
Holders of Debentures not less than 10 calendar 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 may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture. The principal of (and premium, if any) and
the interest on and the Put Price with respect to this Debenture shall be
payable at the office or agency of the Trustee in The City of New York or at the
office(s) of such Paying Agent(s) as the Company may designate from time to time
maintained for that purpose in any coin or currency of the United States of
America that at the time of payment is legal tender for payment of public and
private debts; PROVIDED, HOWEVER, that payment of interest may be made at the
option of the Company by check mailed to the registered Holder at such address
as shall appear in the Register or by transfer to an account maintained by the
Holder entitled thereto as specified in the Register, provided that proper
instructions have been received by the relevant record date. Notwithstanding
the foregoing, so long as the holder of this Debenture is the Property Trustee,
the payment of the principal of (and premium, if any) and interest on this
Debenture will be made in immediately available funds at such place and to such
account as may be designated by the Property Trustee.
The interest rate paid on the Debentures is subject to increase in
accordance with the procedures set forth herein. By 9:30 a.m., New York City
time, on the Market Rate Increase Date, a nationally recognized investment
banking firm chosen by the Company (the "Rate Increase Agent") will determine
whether the then current aggregate market value of the 6.86% Quarterly Income
Preferred Securities (the "QUIPS") representing undivided preferred beneficial
interests in the assets of the Trust (or if the QUIPS are no longer outstanding,
the Debentures), is at least equal to 100.25% of the Cash Equivalent of the
Aggregate Call Option Exercise Consideration (as hereinafter defined). If the
Rate Increase Agent determines that the current aggregate market value of the
QUIPS is at least equal to 100.25% of the Cash Equivalent of the Aggregate Call
Option Exercise Consideration (or the interest rate paid on the Debentures is
already equal to or greater than the Maximum Debenture Rate (as hereinafter
defined)), interest on the Debentures will continue to accrue at the Initial
Interest Rate. If the Rate Increase Agent determines that the current aggregate
market value of the QUIPS is not at least equal to 100.25% of the Cash
Equivalent of the Aggregate Call Option Exercise Consideration (and the interest
rate is less than the Maximum Debenture Rate), the Rate Increase Agent will, by
9:30 a.m., New York City time, on the Market Rate Increase Date, select an
increased rate equal to the lower of (a) the rate that the Rate Increase Agent
determines is sufficient to cause the then current aggregate market value of
such QUIPS (or, if the QUIPS are no longer outstanding, the Debentures) to be at
least equal to 100.25% of the Cash Equivalent of the Aggregate Call Option
Exercise Consideration and (b) the Maximum Debenture Rate, and the interest rate
will thereupon become that increased rate (the "Market Increase Rate"). Upon
any such increase to the Market Increase Rate, the Rate Increase Agent shall
notify the Company and the Call Option Holder (as hereinafter defined) of such
increased rate.
"Cash Equivalent of the Aggregate Call Option Exercise Consideration"
means the cash value on the Market Rate Increase Date of a package of
consideration (the "Aggregate Call Option Exercise Consideration"), which
includes U.S. Treasury Strips, U.S. Treasury Bills or other U.S. Treasury
Securities (any of the foregoing being referred to herein as the "Treasury
Securities"), that will provide payments matching the aggregate distributions
due on the QUIPS (or interest due on the Debentures if the Debentures have been
substituted for such QUIPS) through July 27, 2001, assuming that (a) the
Treasury Securities included in the Aggregate Call Option Exercise Consideration
are highly liquid Treasury Securities maturing on or within 35 days prior to
July 27, 2001 (any such Treasury Securities will be designated in good faith by
the holder of the call options on the QUIPS, (the "Call Option Holder") in a
notice delivered to the Rate Increase Agent by 8:30 a.m., New York City time, on
the Market Rate Increase Date or, if the Call Option Holder fails to so
designate such Treasury Securities, as designated in good faith by the Rate
Increase Agent, in either case in a manner intended to minimize the Cash
Equivalent of the Aggregate Call Option Exercise Consideration) and (b) such
Treasury Securities are valued based on the ask-side price thereof at 9:00 a.m.,
New York City time, on the Market Rate Increase Date (as determined on a same
day settlement basis by a reasonable and customary means selected in good faith
by the Rate Increase Agent and notified to the Call Option Holder prior thereto)
plus interest accrued thereon to such date.
"Maximum Debenture Rate" means (a) the yield to maturity (calculated
in accordance with standard market price) corresponding to the bid-side price at
9:00 a.m., New York City time, on the Market Rate Increase Date (as determined
by a reasonable and customary means selected in good faith by the Rate Increase
Agent and notified to the Call Option Holder prior thereto) of highly liquid
Treasury Securities maturing on or around the Maturity Date as selected in good
faith by the Rate Increase Agent plus (b) 350 basis points.
"Market Rate Increase Date" means April 27, 2001 (or, if such day is
not a Trading Day (as hereinafter defined), the next succeeding Trading Day).
"Trading Day" means a day on which the Class A, no par value common
stock of the Company (the "Common Stock") (a) is not suspended from trading on
any national or regional securities exchange or association or over-the-counter
market at the close of business and (b) has traded at least once on the national
or regional securities exchange or association or over-the-counter market that
is the primary market for the trading of the Common Stock.
If the Trust is required to pay any additional taxes, duties or other
governmental charges, the Company will pay such Additional Amounts on the
Debentures as may be necessary in order that the amount of distributions then
due and payable by the Trust on the outstanding QUIPS and the common undivided
beneficial interests in the Trust owned by the Company (the "Common Trust
Securities") and together with the QUIPS, the "Trust Securities") shall not be
reduced as a result of any such additional taxes, duties or other governmental
charges to which the Trust has become subject. In lieu of paying such
Additional Amounts on the Debentures, the Company may liquidate the Trust and
cause the Debentures to be distributed to the holders of the Trust Securities in
liquidation of the Trust.
If the Debentures are distributed to the holders of the Trust
Securities and are not otherwise pledged as collateral for the Company's 7.00%
Adjustable Conversion-rate Equity Security Units (the "Units"), the Debentures
may be represented by one or more global certificates registered in the name of
Cede & Co. or other nominee of the Depository Trust Company.
The indebtedness evidenced by this Debenture is, to the extent
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all present and future Senior Indebtedness (as
hereinafter defined), 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 or her behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination so
provided and (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon
said provisions.
"Senior Indebtedness" shall mean, with respect to the Company, (a) the
principal, premium, if any, and interest in respect of (i) indebtedness of the
Company for money borrowed and (ii) indebtedness evidenced by securities,
debentures, notes, bonds or other similar instruments issued by the Company,
including, without limitation, any current or future indebtedness under any
indenture (other than the Indenture) to which the Company is a party, (b) all
capital lease obligations of the Company, (c) all obligations of the Company
issued or assumed as the deferred purchase price of property, all conditional
sale obligations of the Company and all obligations of the Company under any
title retention agreement (but excluding trade accounts payable arising in the
ordinary course of business), (d) all obligations of the Company for the
reimbursement on any letter of credit, any banker's acceptance, any security
purchase facility, any repurchase agreement or similar arrangement, any interest
rate swap, any other hedging arrangement, any obligation under options or any
similar credit or other transaction, (e) all obligations of the type referred to
in clauses (a) through (d) above of other persons for the payment of which the
Company is responsible or liable as obligor, guarantor or otherwise and (f) all
obligations of the type referred to in clauses (a) through (e) above of other
persons secured by any lien on any property or asset of the Company (whether or
not such obligation is assumed by the Company), except for (x) any indebtedness
between or among the Company or any Subsidiary of the Company, (y) any other
debt securities issued pursuant to the Indenture and guarantees in respect of
those debt securities and (z) any indebtedness that is by its terms subordinated
to or pari passu with the Debentures, including any junior subordinated debt
securities issued in the future with subordination terms substantially similar
to the Debentures. Senior Indebtedness shall continue to be Senior Indebtedness
and be entitled to the benefits of the subordination provisions irrespective of
any amendment, modification or waiver of any term of such Senior Indebtedness.
This Debenture is one of a duly authorized issue of securities of the
Company (the "Securities") issued under an Indenture, dated as of July 27,
1998, as amended or supplemented from time to time (the "Indenture"), between
the Company and First Union National Bank, as trustee (the "Trustee"), 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 of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Debenture is one of the Securities designated on the face
hereof limited in aggregate principal amount to $135,035,453.00.
Any one or more of the following described events with respect to the
Debentures constitutes a "Debenture Event of Default" (whatever the reason for
such Debenture Event of Default and whether it shall be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body): (a) failure for 30 days to pay any interest on the
Debentures when due (subject to the deferral of any due date in the case of an
Extension Period (as hereinafter defined)); or (b) failure to pay any principal
on the Debentures when due whether at maturity, by declaration of acceleration
of maturity or otherwise; or (c) failure to pay the Put Price when due upon
exercise of a Debenture Put Option (as hereinafter defined); or (d) failure to
observe or perform certain other covenants contained in the Indenture for 60
days after written notice to the Company from the Trustee or to the Company and
the Trustee from the holders of at least 25% in aggregate outstanding principal
amount of Debentures; or (e) the events of bankruptcy, insolvency or
reorganization of the Company set forth as Events of Default under the
Indenture .
If any Event of Default, as provided for the Indenture (including the
Debenture Events of Default), with respect to the Debentures shall occur and be
continuing, the principal of the Debentures may be declared due and payable in
the manner and with the effect provided in the Indenture.
So long as no Debenture Event of Default has occurred and is
continuing, the Company will have the right at any time during the term of the
Debentures to defer the payment of interest at any time or from time to time for
a period not extending beyond the Maturity Date (each such period of deferral,
an "Extension Period") or ending on a date other than an Interest Payment Date.
At the end of an Extension Period, the Company must pay all interest then
accrued and unpaid (together with interest thereon accrued at a rate of 6.86%
per annum (plus, for the period after the Market Rate Increase Date, the
difference, if any, between the Market Increase Rate and the Initial Interest
Rate) compounded on each succeeding Interest Payment Date). During an Extension
Period, interest will continue to accrue and Holders of Debentures will be
required to accrue interest income for United States Federal income tax purposes
prior to the receipt of cash attributable to such income except to the extent
that the tax treatment changes as a matter of law.
Prior to the expiration of any such Extension Period, the Company may
further extend such Extension Period, provided that such Extension Period,
together with all such previous and further extensions within such Extension
Periods, (i) shall not end on any date other than an Interest Payment Date and
(ii) shall not extend beyond the Maturity Date. Upon the termination of any
such Extension Period and the payment of all amounts then due on any Interest
Payment Date, the Company may elect to begin a new Extension Period, subject to
the above requirements. No interest shall be due and payable during an
Extension Period, except at the end thereof. The Company must give the Property
Trustee, the administrators of the Trust and the Trustee written notice of its
election of any Extension Period (or an extension thereof) at least five
Business Days prior to the earlier of (a) the date the distributions on the
Trust Securities would have been payable except for the election to begin or
extend such Extension Period, (b) the date the Trustees are required to give
notice to any securities exchange or to holders of QUIPS of the Regular Record
Date or the date such distributions are payable and (c) such Regular Record
Date. The Trustee shall give notice of the Company's election to begin or
extend a new Extension Period to the holders of the QUIPS. There is no
limitation on the number of times that the Company may elect to begin an
Extension Period.
The Company has agreed that it will not (a) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company's capital stock, (b)
make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company that rank pari passu
with or junior in right of payment to the Debentures or (c) make any guarantee
payments with respect to any guarantee by the Company of any securities of any
subsidiary of the Company if such guarantee ranks pari passu or junior in right
of payment to the Debentures (other than, in the case of clauses (a), (b) and
(c), (i) dividends or distributions in shares of, or options, warrants or rights
to subscribe for or purchase shares of, common stock of the Company, (ii) any
declaration of a dividend in connection with the implementation of a
stockholder's rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto,
(iii) payments under the guarantee agreement (the "Guarantee"), dated as of July
27, 1998, between the Company and the Trustee, pursuant to which the Company
guarantees the payment of distributions and other payments on the QUIPS to the
extent that the Trust has funds on hand sufficient therefor, (iv) as a result of
a reclassification of the Company's capital stock solely into shares of one or
more classes or series of the Company's capital stock or the exchange or
conversion of one class or series of the Company's capital stock for another
class or series of the Company's capital stock, (v) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted or
exchanged and (vi) purchases of common stock in connection with the satisfaction
by the Company of its obligations under any of the Company's benefit plans for
its and its Subsidiaries' directors, officers or employees or any of the
Company's dividend reinvestment plans) if at such time (x) a Debenture Event of
Default shall have occurred and be continuing, (y) the Company shall be in
default with respect to its payment of any obligations under the Guarantee or
(z) the Company shall have given notice of its election of an Extension Period,
or any extension thereof, as provided in the Indenture and shall not have
rescinded such notice, and such Extension Period, or any extension thereof,
shall have commenced and not yet terminated.
The Company has also agreed (a) to maintain 100 percent ownership of
the Common Trust Securities; PROVIDED, HOWEVER, that any permitted successor of
the Company under the Indenture may succeed to the Company's ownership of the
Common Trust Securities, (b) to use its reasonable efforts to cause the Trust
(i) to remain a statutory business trust, except in connection with the
distribution of Debentures to the holders of Trust Securities in liquidation of
the Trust, the redemption of all of the Trust Securities of the Trust, or
certain mergers, consolidations or amalgamations, each as permitted by the
Amended and Restated Declaration of Trust of the Trust, dated as of July 27,
1998, among the Company, as sponsor, and certain of the trustees of the Trust
and (ii) to continue not to be classified as an association taxable as a
corporation or a partnership for United States Federal income tax purposes and
(c) to use its reasonable efforts to cause each holder of Trust Securities (or,
for so long as Trust Securities are pledged pursuant to the Pledge Agreement,
dated as of July 27, 1998, among the Company, a collateral agent, and the Call
Option Holder, the Units) to be treated as owning an undivided beneficial
interest in the Debentures.
Each Holder of Debentures will have the right (a "Debenture Put
Option") to require the Company to repurchase such Debentures, on July 27, 2001
(the "Put Option Date"), for a purchase price (the "Put Price") equal to the
aggregate principal amount thereof plus unpaid interest accrued thereon up to
but not including the Put Option Date, but only if the cash received on the
exercise of such option is used to settle the purchase contracts between the
Company and First Union National Bank as Master Unit Agent for the Units,
secured thereby.
The Holder of this Debenture and the Put Agent (the "Put Agent" which
initially will be The Chase Manhattan Bank and subsequently, any successor
thereto), on behalf of Holders whose Debentures have been delivered to the Put
Agent for the purpose of exercising the Put Option related to such Debentures,
may exercise the Debenture Put Option related to this Debenture by presenting
and surrendering this Debenture, at the offices of the Trustee, with the form of
"Notice of Exercise of Put Right" on the reverse side of this Debenture
completed and executed as indicated, by 10:00 a.m., New York City time, on the
Put Option Date.
In the event of the exercise of the Debenture Put Option with respect
to this Debenture in part only, a new Debenture or Debentures for the portion
hereof not repurchased will be issued in the name of the Holder upon the
cancellation hereof.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in
principal amount of the outstanding Securities of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the outstanding Securities of each series, on
behalf of the Holders of all Securities of such series, to waive, with respect
to the Securities of such series, 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 Debenture
will 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 herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Debenture.
Holders of Debentures may not enforce their rights pursuant to the
Indenture or the Debentures except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Debenture or of the Indenture
will alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, and premium, if any, and interest on and
the Put Price with respect to this Debenture at the times, places and rates,
herein prescribed.
The Debentures of this series are issuable only in registered form,
without coupons, in minimum denominations of $31.5625 and integral multiples
thereof and of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein specified and to the
limitations described below, if applicable, Debentures of this series are
exchangeable for Debentures of this series of like aggregate principal amount of
a different authorized denomination, as requested by the Holder surrendering the
same.
As provided in the Indenture and subject to certain limitations
therein specified and to the limitations described below, if applicable, the
transfer of this Debenture is registerable in the Register upon surrender of
this Debenture for registration of transfer at the office or agency of the
Company maintained for that purpose duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Registrar (which will initially be the Trustee at its principal corporate trust
office located in Charlotte, North Carolina) duly executed by the Holder hereof
or his attorney duly authorized in writing, and thereupon one or more new
Debentures of this series with like terms and conditions, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
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 be overdue and
notwithstanding any notation of ownership or other writing hereon, and none of
the Company, the Trustee or any such agent will be affected by notice to the
contrary.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to herein, or its successor as Trustee, or its
Authenticating Agent, by manual signature of an authorized signatory, this
Debenture will not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
No recourse shall be had for the repayment of the principal of or
premium, if any, on interest on or the Put Price in respect of this Debenture,
or for any claim based heron, or otherwise in respect hereof, or based on or in
respect of the Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or any predecessor or
successor Person, 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 issuance hereof, expressly waived and released.
The Company agrees, and each holder of a beneficial interest in any
Debenture shall by the acquisition of such interest be deemed to have agreed,
that for United States Federal income tax purposes the Debentures are intended
to constituted indebtedness, except to the extent that the tax treatment of the
Debenture changes as a matter of law.
The Indenture and the Debentures will be governed by and construed in
accordance with the laws of the State of New York.
All capitalized terms used but not defined in this Debenture will have
the meanings assigned to them in the Indenture; and all references in the
Indenture to "Security" or "Securities" will be deemed to include this
Debenture.
The following legend is provided in accordance with Treasury
Regulation Section 1.1275-3(b):
This Debenture was issued with original issue discount
("OID"). The Company will promptly, beginning no later than
10 days after the issue date of this Debenture make
available to a Holder upon request the information specified
in Treasury Regulation section 1.1275-3(b)(1)(i). Please
send only such requests to AmerUs Life Holdings, Inc., 699
Walnut Street, Des Moines, Iowa 50309, Attention: Taxation
Vice President and Tax Counsel.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Date: July ---, 1998 AMERUS LIFE HOLDINGS, INC.
By ----------------------------------
[SEAL]
Attest:
By ----------------------------------
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Dated: July ---, 1998 FIRST UNION NATIONAL BANK
as Trustee
By: ----------------------------------
Authorized Officer
ASSIGNMENT
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) this Debenture to:
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(Insert assignee's social security or tax identification number)
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(Insert address and zip code of assignee)
and irrevocably appoints
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- ---------------------------------- agent to transfer this Debenture on the books
of the Company. The agent may substitute another to act for him or her.
Date: ----------------------------------
Signature: --------------------------------------------------------------------
(Sign exactly as your name appears on the other side of this
Debenture)
Signature Guarantee(1): ----------------------------------
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(1) Signature must be guaranteed by an "eligible guarantor institution" that is
a bank, stockbroker, savings and loan association or credit union meeting
the requirements of the [Registrar], which requirements include membership
or participation in the Securities Transfer Agents Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities and Exchange Act of 1934, as amended.
NOTICE OF EXERCISE OF PUT RIGHT
The undersigned holder of this Debenture (or the put agent on behalf
of such holder) hereby gives notice and irrevocably exercises the Junior
Subordinated Debenture Put requiring the Company to repurchase this Debenture,
or the portion designated below, for the aggregate principal amount thereof plus
any unpaid interest accrued on this Debenture pursuant to the terms and subject
to the conditions of the Debenture and the Indenture, dated as of July 27, 1998
(the "Indenture") between the Company and First Union National Bank, as trustee
by 10:00 a.m., New York City time, on July 27, 2001. If any portion of the
Debenture not to be repurchased is to be registered in the name of a Person
other than the undersigned, the undersigned will pay any transfer tax payable
incident thereto.
Date: ----------------------------------
Principal amount of the Debenture to be repurchased ($31.5625 or integral
multiples thereof or $1,000.00 or integral multiples thereof):
- ----------------------------------
Signature: --------------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Debenture
Please print or type name and address, including zip code, and social security
or other
identifying number
- ----------------------------------
- ----------------------------------
- ----------------------------------
- ----------------------------------
If any portion of the Debenture is to be registered in the name of and delivered
to a Person other than the holder hereof please print or type name and address,
including zip code, and social security or other identifying number
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- ----------------------------------
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Signature Guarantee(2): ----------------------------------
- ------------------------
(2) If this Notice of Exercise of Put Right is signed by any Person other than
the registered holder of this Debenture, the Signature must be guaranteed
by an "eligible guarantor institution" that is a bank, stockbroker, savings
and loan association or credit union meeting the requirements of the
[Registrar], which requirements include membership or participation in the
Securities Transfer Agents Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities and Exchange Act of 1934, as amended.