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Exhibit 4.15
No.: 1 $201,030,950
PAINE WEBBER GROUP INC.
8.30% JUNIOR SUBORDINATED DEBENTURE
DUE 2036
Paine Webber Group Inc., a corporation duly organized and existing
under the laws of the State of Delaware (herein referred to as the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to The Chase Manhattan
Bank, as Property Trustee, or registered assigns, the principal sum of Two
Hundred One Million Thirty Thousand Nine Hundred Fifty Dollars and to pay
interest on said principal sum from December 9, 1996, 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, monthly (subject to deferral as set
forth herein) in arrears on the first day of each month commencing January 1,
1997, at the rate of 8.30% per annum, until the principal hereof shall have
become due and payable, and on any overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest at the same rate per annum, compounded monthly. The
amount of interest payable for any period will be computed on the basis of a
30-day year of twelve 30-day months and for any period shorter than a 30-day
period for which interest is computed, the amount of interest payable will be
computed on the basis of the actual number of days elapsed. In the event that
any date on which interest is payable on this Debenture is not a Business Day,
then payment of interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay) except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
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preceding Business Day, in each case with the same force and effect as if made
on such date. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture
referred to on the reverse side hereof, 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 installment, which shall
be the close of business on the Business Day next preceding such Interest
Payment Pate; provided, however, that if the Preferred Securities are no longer
in book-entry only form or if, pursuant to the provisions of Section 2.11(c) of
the Indenture, the Series 8.30% Debentures are no longer represented solely by a
Global Debenture, the regular record date shall be the close of business on the
fifteenth day of the month immediately preceding the month in which such
Interest Payment Date occurs. Any such interest installment not punctually paid
or duly provided for shall forthwith cease to be payable to the registered
holder of this Debenture on such regular record date, and may 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 to be fixed by the
Trustee for the payment of such defaulted interest, notice whereof to be given
to the registered holders of this series of Debentures not lees than 10 days
prior to such special record date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Series 8.30% Debentures may be listed, and upon such notice as may
be required by such exchange, all as more fully provided in the Indenture. The
principal of, and the interest on, this Debenture shall be payable at the office
or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City and State of New York in such coin or currency of the united
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the
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registered holder at such address as shall appear in the Debenture Register and
that the payment of principal will only be made upon the surrender of this
Debenture to the Trustee. Notwithstanding the foregoing, so long as the record
holder of this Debenture is the Property Trustee (as defined in the Indenture),
the payment of the principal of, and interest on, this Debenture will be made to
such account of the Property Trustee as may be designated by the Property
Trustee.
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 Indebtedness, 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 acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his attorney-in-fact, for
any and all such purposes. Each Debentureholder, by his acceptance hereof hereby
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether flow
outstanding or hereafter incurred, and waives reliance by each such Holder upon
such provisions.
Unless the Certificate of Authentication hereon has been executed by
the Trustee referred to on the reverse side hereof, this Debenture shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
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The provisions of this Debenture are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.
Date: December 9, 1996
PAINE WEBBER GROUP INC.,
by
-------------------------
Name:
Title:
Attest:
--------------------------
Secretary
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CERTIFICATE OF AUTHENTICATION
This is one of the Debentures of the series of Debentures described in
the within-mentioned Indenture.
The Chase Manhattan Bank,
as Trustee,
---------------------------
Authorized Officer
REVERSE OF DEBENTURE
This Debenture is one of a duly authorized series of Debentures of the
Company (herein sometimes referred to as the "Debentures"), all issued or to be
issued in one or more series under any pursuant to an Indenture dated as of
December 9, 1996, duly executed and delivered between the Company and The Chase
Manhattan Bank, a New York banking corporation, as Trustee (herein referred to
as the "Trustee"), as supplemented by the First Supplemental Indenture dated as
of December 9, 1996, between the Company and the Trustee (said Indenture as so
supplemented being hereinafter referred to as the "Indenture"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the
Debentures, and, to the extent specifically set forth in the Indenture, the
holders of Senior Indebtedness and Preferred Securities. By the terms of the
Indenture, the Debentures are issuable in series which may vary as to amount,
date of maturity, rate of interest and in other respects as in the Indenture
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provided. This series of Debentures is designated the 8.30% Junior Subordinated
Debentures due 2036 (the "Series 8.30% Debentures") and is limited in aggregate
principal amount as specified in said First Supplemental Indenture.
Except as provided in the next paragraph, the Series 8.30% Debentures
may not be redeemed by the Company prior to December 1, 2001. The Company shall
have the right to redeem the Series 8.30% Debentures, in whole or in part, at
any time or from time to time on or after December 1, 2001 (an "Optional
Redemption"), at a redemption price equal to 100% of the principal amount to be
redeemed plus any accrued and unpaid interest, including any Compounded
Interest, thereon to the date of such redemption. Any redemption pursuant to
this paragraph will be made upon not less than 30 nor more 60 days notice. If
the Debentures are only partially redeemed by the Company pursuant to an
Optional Redemption, the Series 8.30% Debentures will be redeemed pro rata or by
lot or by any other equitable method chosen by the Trustee; provided that if, at
the time of redemption, any Series 8.30% Debentures are represented by a Global
Debenture, the Depository shall determine the principal amount of such series
8.30% Debentures held by each holder of Series 8.30% Debentures to be redeemed
in accordance with its customary procedures.
If, at any time, a Tax Event (as defined below) shall occur or be
continuing and (i) the Regular Trustees and the Company shall have received an
opinion (a "Redemption Tax Opinion") of nationally recognized independent tax
counsel experienced in such matters that, as a result of such Tax Event, there
is more than an insubstantial risk that the Company would be precluded from
deducting the interest on the Series 8.30% Debentures for United States Federal
income tax purposes even if the Series 8.30% Debentures were distributed to the
holders of Preferred Securities and Common Securities in liquidation of such
holders' interest in the Trust as set forth in the Declaration of Trust or (ii)
the Regular Trustees shall have
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been informed by such tax counsel that a No Recognition Opinion (as defined
below) cannot be delivered to the Trust, the Company shall have the right, upon
not less than 30 nor more than 60 days notice, to redeem the Series 8.30%
Debentures in whole or in part for cash at the Optional Redemption Price within
90 days following the occurrence of such Tax Event; provided, however, that, if
at the time there is available to the Company or the Regular Trustees, on behalf
of the Trust, the opportunity to eliminate, within such 90-day period, the Tax
Event by taking some ministerial action ("Ministerial Action"), such as filing a
form or making an election, or pursuing some other similar reasonable measure,
which has no adverse effect on the Trust, the Company or the holders of the
Preferred Securities, the Company or the Regular Trustees, on behalf of the
Trust, will pursue such measure in lieu of redemption; and provided further that
the Company shall have no right to redeem the Series 8.30% Debentures while the
Regular Trustees, on behalf of the Trust, are pursuing any such Ministerial
Action.
"Tax Event" means that the Regular Trustees and the Company shall have
obtained an opinion of nationally recognized independent tax counsel experienced
in such matters (a "Dissolution Tax Opinion") to the effect that on or after
December 4, 1996, as a result of (a) any amendment to, or change (or announced
prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, (b)
any amendment to, or change (including any announced prospective change) in, an
interpretation or application of any such laws or regulations by any legislative
body, court, governmental agency or regulatory authority (including the
enactment of any legislation and the publication of any judicial decision or
regulatory determination), (c) any interpretation or pronouncement that provides
for a position with respect to such laws or regulations that differs from the
theretofore generally accepted position or (d) any action taken by any
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governmental agency or regulatory authority, which amendment or change is
enacted, promulgated, issued or effective or which interpretation or
pronouncement is issued or announced or which action is taken, in each case on
or after December 4, 1996, there is more than an insubstantial risk that (i) the
Trust is, or will be within 90 days of the date thereof, subject to United
States Federal income tax with respect to income accrued or received on the
Series 8.30% Debentures, (ii) the Trust is, or will be within 90 days of the
date thereof, subject to more than a de minimis amount of other taxes, duties or
other governmental charges or (iii) interest payable by the Company to the Trust
on the Series 6.30% Debentures is not, or within 90 days of the date thereof
will not be, deductible by the Company for United States Federal income tax
purposes.
"No Recognition Opinion" means an opinion of nationally recognized
independent tax counsel experienced in such matters, which opinion may rely on
any then applicable published revenue rulings of the Internal Revenue Service,
to the effect that the holders of the Preferred Securities will not recognize
any gain or loss for United States Federal income tax purposes as a result of a
dissolution of the Trust and distribution of the Series 8.30% Debentures as
provided in the Declaration of Trust.
If the Debentures are only partially redeemed by the Company pursuant
to an Optional Redemption or as a result of a Tax Event as described above, the
Debentures will be redeemed pro rata or by lot or by any other equitable method
chosen by the Trustee. Notwithstanding the foregoing, if a partial redemption of
the Series 8.30% Debentures would result in the delisting of the Preferred
Securities by any national securities exchange on which the Preferred Securities
are then listed, the Company shall not be permitted to effect such partial
redemption and will only redeem the Series 8.30% Debentures in whole.
In the event of redemption of this Debenture in
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part only, a new Series 8.30% Debenture or Debentures will be issued for the
unredeemed portion hereof in the name of the holder hereof upon the cancelation
of this Debenture.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Series 8.30% Debentures
may be declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of the Series 8.30% Debentures upon compliance by the
Company with certain conditions set forth therein.
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 of the Debentures of each series affected at the time
outstanding, as defined in Section 8.04 of the Indenture, (and, in the case of
any series of Debentures held as trust assets of a PWG Capital Trust and with
respect to which a Security Exchange has not theretofore occurred, such consent
of holders of the Preferred Securities and the Common Securities of such PWG
Capital Trust as may be required under the Declaration of Trust of such PWG
Capital Trust), to execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or of modifying in any manner the
rights of the holders of any series of Debentures; provided, however, that no
such supplemental indenture shall (i) extend the fixed maturity of any
Debentures of any series, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any premium
payable upon the redemption thereof, without the consent of the holder of each
Debenture so affected or (ii) reduce the aforesaid percentage of Debentures, the
holders
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of which are required to consent to any such supplemental indenture, without the
consent of the holders of each Debenture (and, in the case of any series of
Debentures held as trust assets of a PWG Capital Trust and with respect to which
a Security Exchange has not theretofore occurred, such consent of the holders of
the Preferred Securities and the Common Securities of such PWG Capital Trust as
may be required under the Declaration of Trust of such PWG Capital Trust) then
outstanding and affected thereby. The Indenture also contains provisions
permitting the Holders of a majority in aggregate principal amount of the
Debentures of a series at the time outstanding affected thereby (subject, in the
case of any series of Debentures held as trust assets of a PWG Capital Trust and
with respect to which a Security Exchange has not theretofore occurred to such
consent of holders of Preferred Securities and Common Securities of such PWG
Capital Trust as may be required under the Declaration of Trust of such PWG
Capital Trust), on behalf of the holders of the Debentures of such series, to
waive any past default in the performance of any of the covenants contained in
the Indenture, or established pursuant to the Indenture with respect to such
series and its consequences, except a default in the payment of the principal
of, or premium, if any, or interest on, any of the Debentures of such series.
Any such consent or waiver by the registered holder of this Debenture (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
holder and upon all future holders and owners of this Debenture and of any
Debenture issued in exchange herefor or in place hereof (whether by registration
of transfer or otherwise), irrespective of whether or not any notation of such
consent or waiver is made upon this Debenture.
Subject to Section 13.11 of the Indenture, no reference herein to the
Indenture (other than such Section) 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 and premium, if any, and interest on
this Debenture at the time
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and place, at the rate and in the money herein prescribed.
So long as the Company is not in default in the payment of interest on
the Series 8.30% Debentures, the company shall have the right, at any time
during the term of the Series 8.30% Debentures, from time to time to extend the
interest payment period of the Series 8.30% Debentures for a period not
exceeding 60 consecutive monthly interest periods (an "Extended Interest Payment
Period"); provided, however, that at the end of any such period the Company
shall pay all interest accrued and unpaid thereon, together with any Compounded
Interest and provided, further that an Extended Interest Payment Period may not
extend beyond the maturity of the Series 8.30% Debentures. During any Extended
Interest Payment Period, the Company shall not declare or pay any dividends on,
or redeem, purchase, acquire or make a distribution or liquidation payment with
respect to, any of its common stock or preferred stock, or make any payments on
guarantees with respect thereto provided, however, that the foregoing
restrictions shall not apply to (i) dividends, redemptions, purchases,
acquisitions, distributions or payments made by the Company by way of issuance
of shares of its capital stock, (ii) payments of accrued dividends by the
Company upon the redemption, exchange or conversion of any preferred stock of
the Company as may be outstanding from time to time in accordance with the terms
of such preferred stock or (iii) cash payments made by the Company in lieu of
delivering fractional shares upon the redemption, exchange or conversion of any
preferred stock of the Company as may be outstanding from time to time in
accordance with the terms of such preferred stock. Prior to the termination of
any Extended Interest Payment Period, the Company may pay all or any portion of
the interest accrued on the Series 8.30% Debentures on any Interest Payment Date
to holders of record on the regular record date for such Interest Payment Date
or from time to time further extend such Extended Interest Payment Period;
provided that such Extended Interest Payment Period together with all such
previous and further extensions thereof may not exceed 60 consecutive
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monthly interest periods. Upon the termination of any Extended Interest Payment
Period and upon the payment of all accrued and unpaid interest then due,
together with Compounded Interest, the Company may select a new Extended
Interest Payment Period. No interest shall be due and payable during an Extended
Interest Payment Period, except at the end thereof. At the end of any Extended
Interest Payment Period, the Company shall pay all interest accrued and unpaid
on the Series 8.30% Debentures, including any Compounded Interest which shall be
payable to the holders in whose names the Series 8.30% Debentures are registered
on the Debenture Register on the regular record date for the first Interest
Payment Date occurring on or after the end of the Extended Interest Payment
Period.
As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable by the registered holder hereof on the
Debenture Register of the Company, upon surrender of this Debenture for
registration of transfer at the office or agency of the Company designated for
such purpose in the Borough of Manhattan, The City and State of New York,
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Debenture Registrar duly executed by the
registered holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Series 8.30% Debentures of authorized denominations
and for the same aggregate principal amount will be issued to the designated
transferee or transferees. No service charge will be made for any such transfer,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any paying agent and any Debenture
Registrar may deem and treat the registered holder hereof as the absolute owner
hereof (whether or not this Debenture shall be overdue and
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notwithstanding any notice of ownership or writing hereon made by anyone other
than the Debenture Registrar) for the purpose of receiving payment of or on
account of the principal hereof end interest due hereon and for all other
purposes, and neither the Company nor the Trustee nor any paying agent nor any
Debenture Registrar shall be affected by any notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of the
Indenture, or of this Debenture, or for any claim based thereon or hereon, or
otherwise in respect thereof or hereof shall be had against any incorporator,
stockholder, officer or director, past, present or future, as such, of the
Company or of any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Debenture and the obligations represented hereunder are solely corporate
obligations, and that no such personal liability whatever shall attach to, or is
or shall be incurred by, the incorporators, stockholders, officers or directors,
as such, of the Company or of any predecessor or successor corporation, or any
of them, because of the creation of this indebtedness, or under or by reason of
the obligations covenants or agreements contained in the Indenture or this
Debenture or implied therefrom; and that any and all such personal liability of
every name and nature, either at common law or in equity or by constitution or
statute, and any and all such rights and claims against every such incorporator,
stockholder, officer or director, as such, because of the creation of this
indebtedness, or under or by reason of the obligations, covenants or agreements
contained in the Indenture or in this Debenture or implied therefrom, are hereby
expressly waived and released by the acceptance hereof and as a condition of,
and as a consideration for, the execution of the Indenture and the issuance of
this Debenture.
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The Series 8.30% Debentures are issuable only in registered form
without interest coupons in denominations of $25 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Series 8.30% Debentures are exchangeable for a like aggregate
principal amount of Series 8.30% Debentures of a different authorized
denomination, as requested by the holder surrendering the same.
Terms used and not defined in this Debenture shall have the meanings
assigned to them in the Indenture.
