<PAGE>
As filed with the Securities and Exchange Commission on September 6, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
CAMPBELL SOUP COMPANY
(Exact name of registrant as specified in its charter)
NEW JERSEY 21-0419870
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CAMPBELL PLACE
CAMDEN, NEW JERSEY 08103-1799
(609) 342-4800
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
_____________
John M. Coleman
Senior Vice President - Law and Public Affairs
Campbell Place
Camden, New Jersey 08103-1799
(609) 342-4800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_____________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement as
determined by market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be
offered on delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, please check
the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [_]________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]______________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.[_]
____________
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
TITLE OF AMOUNT PROPOSED PROPOSED AMOUNT OF
EACH CLASS OF TO BE MAXIMUM MAXIMUM REGISTRATION
SECURITIES TO REGISTERED/(1)/ AGGREGATE PRICE AGGREGATE FEE
BE REGISTERED PER UNIT/(2)/ OFFERING PRICE/(2)/
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------
Debt Securities $1,000,000,000 100% $1,000,000,000 $344,828
- -------------------------------------------------------------------------------------------
</TABLE>
(1) Or, if any Debt Securities are issued (i) with a principal amount
denominated in a foreign currency, such principal amount as shall
result in an aggregate initial offering price equivalent to
$1,000,000,000 at the time of the initial offering, or (ii) at
original issue discount, such greater amount as shall result in
aggregate proceeds to the Registrant of $1,000,000,000.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, dated September 6, 1996
PROSPECTUS
- ----------
CAMPBELL SOUP COMPANY
Debt Securities
_____________________
Campbell Soup Company (the "Company") may offer, from time to time, debt
securities consisting of debentures, notes and/or other unsecured evidence of
indebtedness (the "Debt Securities") at an aggregate initial offering price not
to exceed $1,000,000,000, or, if the principal of the Debt Securities is payable
in a foreign or composite currency, the equivalent thereof at the time of the
offering, on terms to be determined by the Company at the time of sale. When a
particular series of Debt Securities is offered (the "Offered Debt Securities"),
a supplement to this Prospectus (the "Prospectus Supplement") will be delivered
with this Prospectus setting forth the terms of such Offered Debt Securities,
including, if applicable, the specific designation, aggregate principal amount,
denominations, currency, purchase price, maturity, rate (which may be fixed or
variable) and time of payment of interest, redemption terms and any listing on a
securities exchange of the Offered Debt Securities.
The Debt Securities of a series may be issued in registered or bearer
form or both. In addition, all or a portion of the Debt Securities of a series
may be issued in temporary or permanent global form and may be issued as book-
entry securities ("Book-Entry Securities"). Debt Securities in bearer form will
be offered only to non-United States persons and to offices located outside the
United States of certain United States financial institutions. The Prospectus
Supplement will specify whether the Offered Debt Securities will be issued in
registered, bearer, global and/or Book-Entry form.
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________
The Offered Debt Securities may be sold directly, through agents designated
from time to time or through underwriters or dealers, which may be a group of
underwriters represented by one or more firms, or through a combination of such
methods. See "Plan of Distribution." If any agents of the Company or any
underwriters or dealers are involved in the sale of the Offered Debt
Securities, the names of such agents, underwriters or dealers and any
applicable commissions or discounts will be set forth in the Prospectus
Supplement. The net proceeds to the Company from such sale will be set forth in
the Prospectus Supplement.
THE DATE OF THIS PROSPECTUS IS , 1996
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected without charge at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the
Commission: New York Regional Office, 75 Park Place, 14th Floor, New York. New
York 10007; Chicago Regional Office, John C. Kluczyski Building, Room 3190, 230
South Dearborn Street, Chicago, Illinois 60604. Copies of such materials can be
obtained from the Public Reference Branch of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Commission also maintains a site on the World Wide Web that contains
reports, proxy and information statements and other infor mation at
http://www.sec.gov. Such material can also be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which the
Company's common stock is listed.
This Prospectus constitutes a part of a Registration Statement on Form S-
3 (together with all amendments and exhibits, referred to as the "Registration
Statement") filed by the Company with the Commission under the Securities Act of
1933, as amended (the "1933 Act"). This Prospectus omits certain of the
information contained in the Registration Statement, and reference is hereby
made to the Registration Statement for further information with respect to the
Company and the Debt Securities offered hereby. Any statements contained herein
concerning the provisions of any documents are not necessarily complete, and, in
each instance, reference is made to such document filed as a part of the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in and made a part of this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
July 30, 1995, which incorporates by reference certain portions of the
Company's 1995 Annual Report to Shareowners.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
October 29, 1995, January 28, 1996 and April 28, 1996, respectively.
3. The Company's Current Report on Form 8-K dated September 3, 1996.
4. The Company's Current Report on Form 8-K dated September 5, 1996.
All documents filed by the Company with the Commission pursuant to
Section 13 (a), 13 (c), 14 or 15 (d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering of the Debt
Securities shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained (i) in any subsequently
filed document deemed to be incorporated herein or (ii) in the accompanying
Prospectus Supplement modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed to constitute a part of the
Registration Statement or this Prospectus, except as so modified or superseded.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, on the request of any such person, a copy of any
or all of the documents incorporated herein by reference (other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
into the documents
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incorporated into this Prospectus). Requests for such copies should be directed
to the Corporate Secretary, Campbell Soup Company, Campbell Place, Camden, New
Jersey 08103-1799 (telephone: (609) 342-6122).
THE COMPANY
The Company is a leading global manufacturer and marketer of high
quality, branded convenience food products. The Company is a New Jersey
corporation organized on November 23, 1922; however, through predecessor
organizations, its beginnings in the food business can be traced back to 1869.
The principal executive offices of the Company are at Campbell Place, Camden,
New Jersey 08103-1799.
The Company markets its products in the United States under the brand
names: Campbell's, Pepperidge Farm, Godiva, Vlasic, Swanson, Pace, V8, Franco-
American, Prego, SpaghettiOs, Marie's, Open Pit, Healthy Request, Home Cookin',
Creative Chef, Goldfish, Hungry-Man, Mac & More, Lunch and More, Great Starts,
and others. Significant trademarks used extensively outside the United States
include: Delacre, Arnott's, Swift, Habitant, Lacroix, Fray Bentos, Homepride,
Kohi, Target, Plate, Ace, La Patrona, Rowats, SONA, Royal Mail, Tubble Gum, Roll
up, Beeck, Kattus, Probare, Devos-Lemmens, Imperial, Lutti, Leo, Kimball, Cheong
Chan and others.
The products sold by the Company under these brands include heat
processed foods such as soups, juices, gravies, pasta, meat and vegetables;
frozen foods such as dinners, breakfasts, entrees, garlic breads and rolls,
sandwiches, meat pies, pastries and cakes; pickles, peppers and relishes; fresh
bread and rolls; croutons and stuffing; cookies, crackers and snacks; dry soups;
refrigerated foods such as salads, antipasto, salad dressings, dips, sauces,
desserts and entrees; vinegar, vegetable oils, mayonnaise and mustard; dessert
mixes; sauces, including salsa, picante, pasta and barbecue; nuts; pates;
chocolates and other confectionary items; bubble gum; fish; poultry; and fresh
mushrooms.
USE OF PROCEEDS
Except as may be set forth in a Prospectus Supplement, the Company
intends to use the net proceeds from the sales of the Debt Securities to repay
short-term debt, including short-term debt borrowed to fund purchases of common
stock of the Company under the Company's stock repurchase program, to reduce or
retire from time to time other indebtedness, and for other general corporate
purposes including use of funds for possible acquisitions.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's consolidated ratio of
earnings to fixed charges for the periods shown:
<TABLE>
<CAPTION>
NINE
MONTHS
ENDED FISCAL YEAR ENDED
-------- ---------------------------------------------------------
<S> <C> <C> <C> <C> <C>
4/28/96 7/30/95 7/31/94 8/1/93 8/2/92 7/28/91
8.7 8.4 10.4 5.3 6.4 5.1
</TABLE>
The ratios of earnings to fixed charges were computed by dividing
earnings by fixed charges. For this purpose, earnings include earnings before
equity in earnings of affiliates and minority interests and taxes on earnings
and fixed charges. Fixed charges include interest and amortization of debt
expenses and the estimated interest component of rentals. In the fiscal year
ended 1993, the Company recorded a divestiture and restructuring charge of
$353.0 million. Excluding the effect of such charge, the ratio of earnings to
fixed charges for the fiscal year ended 1993 would have been 8.3.
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DESCRIPTION OF DEBT SECURITIES
Unless otherwise indicated in an accompanying Prospectus Supplement, the
Debt Securities will be issued under an Indenture (the "Indenture"), between the
Company and Bankers Trust Company, as Trustee, the form of which has been filed
as an exhibit to the registration statement of which this Prospectus forms a
part. The following summary of certain general provisions of the Indenture and
the Debt Securities does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the provisions of the Indenture,
including the definitions therein of certain terms. The particular terms of the
Offered Debt Securities and the extent, if any, to which such general provisions
may apply to the Offered Debt Securities will be described in the Prospectus
Supplement relating to such Offered Debt Securities. Capitalized terms used and
not otherwise defined in this section shall have the meanings assigned to them
in the Indenture.
GENERAL
The Indenture does not limit the amount of Debt Securities which may be
issued thereunder and provides that Debt Securities may be issued thereunder up
to the aggregate principal amount which may be authorized from time to time.
The Debt Securities may be issued from time to time in one or more series. The
Debt Securities will be unsecured and will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Company.
Reference is made to the Prospectus Supplement relating to the particular
series of Offered Debt Securities offered thereby for the following terms of the
Offered Debt Securities: (i) the designation, aggregate principal amount and
authorized denominations of the Offered Debt Securities; (ii) the price
(expressed as a percentage of the aggregate principal amount thereof) at which
the Offered Debt Securities will be issued; (iii) the date or dates on which the
Offered Debt Securities will mature; (iv) the rate per annum, if any, at which
the Offered Debt Securities will bear interest; (v) the date from which such
interest, if any, on the Offered Debt Securities will accrue, the dates on which
such interest, if any, will be payable, the date on which payment of such
interest, if any, will commence and, with respect to Offered Debt Securities in
registered form, the regular record dates for such interest payment dates; (vi)
any optional or mandatory sinking fund provisions; (vii) the date, if any, after
which and the price or prices at which the Offered Debt Securities may, pursuant
to any optional or mandatory redemption provisions, be redeemed at the option of
the Company or the Holder and any other terms and provisions of such optional or
mandatory redemptions; (viii) the denominations in which any Offered Debt
Securities of the series which are Registered Securities will be issuable if
other than denominations of $1,000 and any integral multiple thereof, and the
denominations in which any Offered Debt Securities of the series which are
Bearer Securities will be issuable if other than denominations of $5,000; (ix)
if other than the principal amount thereof, the portion of the principal amount
of Offered Debt Securities of the series which will be payable upon declaration
of acceleration of maturity thereof or provable in bankruptcy; (x) any Events of
Default with respect to the Offered Debt Securities of the series, if not set
forth in the Indenture; (xi) the currency or currencies, including composite
currencies, in which payment of the principal of (and premium, if any) and
interest, if any, on the Offered Debt Securities of the series will be payable
(if other than the currency of the United States of America), which unless
otherwise specified will be the currency of the United States of America as at
the time of payment which is the legal tender for payment of public or private
debts; (xii) if the principal of (and premium, if any), or interest, if any, on
the Offered Debt Securities of the series is to be payable, at the election of
the Company or any Holder thereof, in a coin or currency other than that in
which the Offered Debt Securities of the series are stated to be payable, the
period or periods within which, and the terms and conditions upon which, such
election may be made; (xiii) if such Offered Debt Securities are to be
denominated in a currency or currencies, including composite currencies, other
than the currency of the United States of America, the equivalent price in the
currency of the United States of America; (xiv) if the amount of payments of
principal of (and premium if any), or portions thereof, or interest, if any, on
the Offered Debt Securities of the series may be determined with reference to an
index, formula or other method, the manner in which such amounts will be
determined; (xv) whether the Offered Debt Securities will be issuable in
registered or bearer form or both, any restrictions applicable to the offer,
sale or delivery of any Offered Debt Securities issuable in bearer form and
whether, and, if so, the terms upon which, any Offered Debt Securities in bearer
form will be exchangeable for Offered Debt Securities in registered form; (xvi)
whether such Debt Securities
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are to be issued in whole or in part in the form of one or more Global
Securities and, if so, the method of transferring beneficial interest in such
Global Security or Global Securities; (xvii) whether the Debt Securities of any
series shall be issued upon original issuance in whole or in part in the form of
one or more Book-Entry Securities; (xviii) the application, if any, of certain
provisions of the Indenture relating to defeasance and discharge, and certain
conditions thereto; (xix) with respect to the Offered Debt Securities of the
series, any deletions from, modifications of or additions to the Events of
Default or any covenants, whether or not such Events of Default or covenants are
consistent with the Events of Default or covenants set forth in the Indenture;
and (xx) any U.S. Federal income tax consequences applicable to the Offered Debt
Securities.
Debt Securities of a series may be issued in registered form ("Registered
Securities") or bearer form ("Bearer Securities") or both as specified in the
terms of the series, may be issued in whole or in part in the form of one or
more global securities ("Global Securities") and may be issued as Book-Entry
Securities that will be deposited with, or on behalf of, The Depository Trust
Company, or another depository (the "Depository") named by the Company and
identified in a Prospectus Supplement with respect to such series. The
Prospectus Supplement will specify whether the Offered Debt Securities will be
registered, bearer, global and/or Book-Entry form.
So long as the Depository for a Global Security or its nominee is the
registered owner of such Global Security, such Depository or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes. Except in
certain circumstances, owners of beneficial interests in a Global Security will
not be entitled to have any of the individual Debt Securities represented by
such Global Security registered in their names, will not receive or be entitled
to receive physical delivery of any such Debt Securities in definitive form and
will not be considered the owners or holders thereof.
Unless the Prospectus Supplement relating thereto specifies otherwise,
Debt Securities denominated in U.S. dollars will be issued only in denominations
of $1,000 or any integral multiple thereof, and Bearer Securities denominated in
U.S. dollars will be issued only in denominations of $5,000. The Prospectus
Supplement relating to a series of Debt Securities denominated in a foreign or
composite currency will specify the denomination thereof.
At the option of the Holder and subject to the terms of the Indenture,
Bearer Securities (with all unmatured coupons, except as provided below, and all
matured coupons in default) of any series will be exchangeable into an equal
aggregate principal amount of Registered Securities or, in the case of global
Bearer Securities, Registered Securities or Bearer Securities of the same series
(with the same interest rate and maturity date). Bearer Securities surrendered
in exchange for Registered Securities between a Regular Record Date or a Special
Record Date and the relevant date for payment of interest shall be surrendered
without the coupon relating to such date for payment of interest and interest
accrued as of such date will not be payable in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the terms of the
applicable Indenture. Registered Securities of any series will be exchangeable
into an equal aggregate principal amount of Registered Securities of the same
series (with the same interest rate and maturity date) of different authorized
denominations. Registered Securities may not be exchanged for Bearer
Securities.
A Book-Entry Security may not be registered for transfer or exchange
(other than as a whole by the Depository to a nominee or by such nominee to
such Depository) unless (i) the Depository or such nominee notifies the Company
that it is unwilling or unable to continue as Depository, (ii) the Depository
ceases to be qualified as required by the Indenture, (iii) the Company
instructs the Trustee in accordance with the Indenture that such Book-Entry
Securities shall be so registrable and exchangeable, (iv) there shall have
occurred and be continuing an Event of Default or an event which after notice or
lapse of time would be an Event of Default with respect to the Debt Securities
evidenced by such Book-Entry Securities or (v) there shall exist such other
circumstances, if any, as may be specified in the applicable Prospectus
Supplement. No service charge will be made for any transfer or exchange of the
Debt Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
principal (and premium, if any) will be payable and Registered Securities will
be transferable at the corporate trust office of the Trustee or such
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other paying agent as the Company may appoint from time to time, as specified in
the applicable Prospectus Supplement. Unless other arrangements are made,
interest, if any, will be paid by checks mailed to the Holders of Registered
Securities at their registered addresses. Payment with respect to Debt
Securities represented by a Global Security registered in the name of a
Depository or its nominee will be made to the Depository or its nominee, as the
case may be, as the registered owner of the Global Security. To the extent set
forth in the Prospectus Supplement relating thereto, any Bearer Securities and
the coupons appertaining thereto will be payable against surrender thereof,
subject to any applicable laws and regulations, at the offices of such paying
agencies outside the United States as the Company may appoint from time to time.
One or more series of the Debt Securities may be issued as discounted
Debt Securities (bearing no interest or interest at a rate which at the time of
issuance is below market rates) to be sold at a substantial discount below their
stated principal amount. U.S. Federal income tax consequences and other special
considerations applicable to any such discounted Debt Securities will be
described in the Prospectus Supplement relating thereto.
Under the Indenture, the Company will have the ability to issue Debt
Securities with terms different from those of Debt Securities previously issued.
CERTAIN COVENANTS
RESTRICTIONS ON SECURED DEBT
If the Company or any Restricted Subsidiary shall incur or guarantee any
evidence of indebtedness for money borrowed ("Debt") secured by a mortgage,
pledge or lien ("Mortgage") on any Principal Property of the Company or any
Restricted Subsidiary, or on any share of stock or Debt of any Restricted
Subsidiary, the Company will secure or cause such Restricted Subsidiary to
secure all series of the Offered Debt Securities equally and ratably with (or,
at the Company's option, prior to) such secured Debt, unless the aggregate
amount of all such secured Debt, together with all Attributable Debt with
respect to sale and leaseback transactions involving Principal Properties (with
the exception of such transactions which are excluded as described in
"Restrictions on Sales and Leasebacks" below), would not exceed 10% of
Consolidated Net Assets.
The above restriction will not apply to, and there will be excluded from
secured Debt in any computation under such restrictions, Debt secured by (a)
Mortgages on property of, or on any shares of stock or Debt of, any corporation
existing at the time such corporation becomes a Restricted Subsidiary, (b)
Mortgages in favor of the Company or a Restricted Subsidiary, (c) Mortgages in
favor of governmental bodies to secure progress, advance or other payments, (d)
Mortgages on property, shares of stock or Debt existing at the time of
acquisition thereof (including acquisition through merger or consolidation) and
purchase money and construction Mortgages which are entered into within
specified time limits, (e) Mortgages securing industrial revenue or pollution
control bonds, (f) mechanics and similar liens arising in the ordinary course of
business in respect of obligations not due or being contested in good faith, (g)
Mortgages arising from deposits with or the giving of any form of security to
any governmental authority required as a condition in the transaction of
business or exercise of any privilege, franchise or license, (h) Mortgages for
taxes, assessments or governmental charges or levies which are not then due or,
if delinquent, are being contested in good faith, (i) Mortgages (including
judgment liens) arising from legal proceedings being contested in good faith and
(j) any extension, renewal or refunding of any Mortgage referred to in the
foregoing clauses (a) through (i) inclusive.
RESTRICTIONS ON SALES AND LEASEBACKS
Neither the Company nor any Restricted Subsidiary may enter into any sale
and leaseback transaction involving any Principal Property, unless the aggregate
amount of all Attributable Debt with respect to such transactions plus all Debt
secured by Mortgages on Principal Properties (with the exception of secured Debt
which is excluded as described in "Restrictions on Secured Debt" above) would
not exceed 10% of Consolidated Net Assets.
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This restriction will not apply to, and there shall be excluded from
Attributable Debt in any computation under such restriction, any sale and
leaseback transaction if (a) the lease is for a period, including renewal
rights, of not in excess of five years, (b) the sale or transfer of the
Principal Property is made within a specified period after its acquisition or
construction, (c) the lease secures or relates to industrial revenue or
pollution control bonds, (d) the transaction is between the Company and a
Restricted Subsidiary or between Restricted Subsidiaries, or (e) the Company or
such Restricted Subsidiary, within 180 days after the sale is completed, applies
to the retirement of Funded Debt of the Company or a Restricted Subsidiary, or
to the purchase of other property which will constitute Principal Property of a
value at least equal to the value of the Principal Property leased, an amount
not less than the greater of (i) the net proceeds of the sale of the Principal
Property leased or (ii) the fair market value of the Principal Property leased.
In lieu of applying proceeds to the retirement of Funded Debt, debentures or
notes (including the Debt Securities) of the Company or a Restricted Subsidiary
may be surrendered to the applicable trustee for cancellation at a value equal
to the then applicable optional redemption price thereof or the Company or a
Restricted Subsidiary may credit the principal amount of Funded Debt voluntarily
retired within 180 days after such sale.
Unless otherwise indicated in a Prospectus Supplement, the covenants
contained in the Indenture and the Debt Securities would not necessarily afford
Holders of the Debt Securities protection in the event of a highly leveraged or
other transaction involving the Company that may adversely affect Holders.
CERTAIN DEFINITIONS
"Attributable Debt" means, as to any particular lease under which any
Person is at the time liable and at any date as of which the amount thereof is
to be determined, the total net amount of rent required to be paid by such
Person under such lease during the remaining primary term thereof, discounted
from the respective due dates thereof to such date at the actual percentage rate
inherent in such arrangements as determined in good faith by the Company. The
net amount of rent required to be paid under any such lease for any such period
shall be the aggregate amount of the amount payable by the lessee with respect
to such period after excluding amounts required to be paid on account of
maintenance and repairs, insurance, taxes, assessments, water rates and similar
charges. In the case of any lease which is terminable by the lessee upon the
payment of a penalty, such net amount shall also include the amount of such
penalty, but no rent shall be considered as required to be paid under such lease
subsequent to the first date upon which it may be terminated.
"Consolidated Net Assets" means total assets after deducting therefrom
all current liabilities as set forth on the most recent balance sheet of the
Company and its consolidated subsidiaries and computed in accordance with
generally accepted accounting principles.
"Funded Debt" means (i) all indebtedness for money borrowed having a
maturity of more than 12 months from the date as of which the determination is
made or having a maturity of 12 months or less but by its terms being renewable
or extendable beyond 12 months from such date at the option of the borrower and
(ii) rental obligations payable more than 12 months from such date under leases
which are capitalized in accordance with generally accepted accounting
principles (such rental obligations to be included as Funded Debt at the amount
so capitalized).
"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
"Principal Property" means any manufacturing or processing plant or
warehouse owned at the date hereof or hereafter acquired by the Company or
any Restricted Subsidiary of the Company which is located within the United
States of America and the gross book value (including related land and
improvements thereon and all machinery and equipment included therein without
deduction of any depreciation reserves) of which on the date as of which the
determination is being made exceeds 2% of Consolidated Net Assets other than (i)
any property which in the opinion of the Board of Directors is not of material
importance to the total business conducted by the
7
<PAGE>
Company as an entirety or (ii) any portion of a particular property which is
similarly found not to be of material importance to the use or operation of such
property.
"Restricted Subsidiary" means a Subsidiary of the Company (i) substantially
all the property of which is located, or substantially all the business of which
is carried on, within the United States of America and (ii) which owns a
Principal Property, but does not include a Subsidiary of the Company engaged
primarily in the development and sale or financing of real property.
MERGER AND CONSOLIDATION
The Company covenants that it will not merge or sell, convey, transfer or
lease all or substantially all of its assets unless the successor Person is the
Company or another Person that assumes the Company's obligations on the Debt
Securities and under the Indenture and, after giving effect to such transaction,
the Company or the successor Person would not be in default under the Indenture.
EVENTS OF DEFAULT
The Indenture defines "Events of Default" with respect to the Debt
Securities of any series as being one of the following events: (i) default in
the payment of any installment of interest on that series for 30 days after
becoming due; (ii) default in the payment of principal (or premium, if any) on
that series when due; (iii) default in the performance of any other covenant
with respect to the Debt Securities of that series or in the Indenture (other
than a covenant included in the Indenture solely for the benefit of any series
of Debt Securities other than that series) continued for 90 days after notice;
(iv) certain events of bankruptcy, insolvency or reorganization; and (v) any
other Event of Default provided with respect to Debt Securities of that series.
The Indenture contains no Events of Default or other provisions which
specifically afford holders of the Debt Securities protection in the event of a
highly leveraged transaction.
If an Event of Default shall occur and be continuing with respect to the
Debt Securities of any series, either the Trustee or the Holders of at least 25%
in principal amount of the Debt Securities of that series then outstanding may
declare the principal (or such portion thereof as may be specified in the
Prospectus Supplement relating to such series) of the Debt Securities of such
series and the accrued interest thereon, if any, to be due and payable. The
Indenture provides that the Trustee shall, within 90 days after the occurrence
of a default known to a Responsible Officer of the Trustee, give the Holders of
Debt Securities notice of all uncured defaults known to it (the term "default"
to mean the events specified above without grace periods); provided that, except
in the case of default in the payment of principal of or interest on any Debt
Security, the Trustee shall be protected in withholding such notice if it in
good faith determines the withholding of such notice is in the interest of the
Holders of Debt Securities. At any time after such declaration of acceleration
has been made, but before a judgment or decree for payment of the money due has
been obtained by the Trustee, the Holders of a majority in principal amount of
the Debt Securities of that series then outstanding, by written notice to the
Company and the Trustee, may, in certain circumstances, rescind and annul such
declaration.
The Company will be required to furnish to the Trustee annually a statement
by certain officers of the Company to the effect that to the best of their
knowledge the Company is not in default in the fulfillment of any of its
obligations under the Indenture or, if there has been a default in the
fulfillment of any such obligation, specifying each such default.
The Holders of a majority in principal amount of the outstanding Debt
Securities of any series will have the right, subject to certain limitations, to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Debt Securities of such series, and to waive certain
defaults with respect thereto. The Indenture will provide that in case an
Event of Default shall occur and be continuing, the Trustee shall exercise such
of its rights and powers under the Indenture, and use the same degree of care
and skill in its exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs. Subject to such provisions,
the Trustee will be under
8
<PAGE>
no obligation to exercise any of its rights or powers under the Indenture at the
request of any of the holders of Debt Securities unless they first shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request.
MODIFICATION OF THE INDENTURE AND WAIVER
The Indenture provides that the Company and the Trustee may enter into
supplemental indentures without the consent of the Holders to: (a) evidence the
assumption by a successor corporation of the obligations of the Company, (b) add
covenants for the protection of the Holders of Debt Securities, (c) add any
additional Events of Default, (d) cure any ambiguity or correct any
inconsistency in such Indenture, (e) establish the form or terms of Debt
Securities of any series, (f) secure the Securities and related coupons, if any,
and (g) evidence the acceptance of appointment by a successor trustee.
With certain exceptions, the Indenture may be modified or amended with the
consent of the Holders of not less than a majority in principal amount of the
outstanding Debt Securities of each series affected by the modification;
provided, however, that no such modification or amendment may be made, without
the consent of the holder of each Debt Security affected, which would, among
other things, (i) reduce the principal amount of or the interest on any Debt
Security, change the stated maturity of the principal of, or any installment of
interest on, any Debt Security or the other terms of payment thereof, (ii)
reduce the above-stated percentage of Debt Securities, the consent of the
Holders of which is required to modify or amend the Indenture, or the percentage
of Debt Securities of any series, the consent of the Holders of which is
required to waive certain past defaults or (iii) change any obligation of the
Company to maintain an office or agency in the places and for the purposes
specified in Section 10.2 of the Indenture.
The Holders of at least a majority in principal amount of the Debt
Securities of each series outstanding may, on behalf of the Holders of all the
Debt Securities of that series, waive, insofar as that series is concerned,
compliance by the Company with certain restrictive provisions of the Indenture,
unless a greater percentage of such principal amount is specified in the
applicable Prospectus Supplement. The Holders of not less than a majority in
principal amount of the Debt Securities of each series outstanding may, on
behalf of all Holders of Debt Securities of that series, waive any past default
under the Indenture, except a default (a) in the payment of principal of (and
premium, if any) or any interest on any Debt Security of such series, and (b) in
respect of a covenant or provision of the Indenture which cannot be modified or
amended without the consent of the Holder of each Debt Security of such series
outstanding affected.
DEFEASANCE AND DISCHARGE
The Indenture provides that the Company may specify that, with respect to
the Debt Securities of a certain series, it will be discharged from any and all
obligations in respect of such Debt Securities (except for certain obligations
to register the transfer or exchange of Debt Securities, to replace stolen, lost
or mutilated Debt Securities, to maintain paying agencies and hold monies for
payment in trust and, if so specified with respect to the Debt Securities of a
certain series, to pay the principal of (and premium, if any) and interest, if
any, on such specified Debt Securities) upon the deposit with the Trustee, in
trust, of money and/or U.S. Government Obligations which through the payment of
interest and principal thereof in accordance with their terms will provide money
in an amount sufficient to pay any installment of principal (and premium, if
any) and interest, if any, on and any mandatory sinking fund payments in respect
of such Debt Securities on the stated maturity of such payments in accordance
with the terms of the Indenture and such Debt Securities. If so specified with
respect to the Debt Securities of a series, such a trust may only be established
if establishment of the trust would not cause the Debt Securities of any such
series listed on any nationally recognized securities exchange to be de-listed
as a result thereof. Also, if so specified with respect to a series of Debt
Securities, such establishment of such a trust may be conditioned on the
delivery by the Company to the Trustee of an Opinion of Counsel (who may be
counsel to the Company) to the effect that, based upon applicable U.S. Federal
income tax law or a ruling published by the United States Internal Revenue
Service, such a defeasance and discharge will not be deemed, or result in, a
taxable event with respect to Holders of such Debt Securities. The designation
of such provisions, U.S.Federal income tax
9
<PAGE>
consequences and other considerations applicable thereto will be described in
the Prospectus Supplement relating thereto.
CONCERNING THE TRUSTEE
Bankers Trust Company is the Trustee under the Indenture and has been
appointed by the Company as initial Security Registrar with regard to the Debt
Securities.
The Trustee acts as fiscal agent for the Company for several debt offerings
inside the United States and performs other services for the Company in the
normal course of its business.
PLAN OF DISTRIBUTION
GENERAL
The Company may sell Offered Debt Securities (i) to or through underwriters
or dealers; (ii) through agents; (iii) directly to purchasers; or (iv) through a
combination of any such methods of sale. Any such underwriter, dealer or agent
may be deemed to be an underwriter within the meaning of the 1933 Act. The
Prospectus Supplement relating to the Offered Debt Securities will set forth
their offering terms, including the name or names of any underwriters, the
purchase price of the Offered Debt Securities and the proceeds to the Company
from such sale, any underwriting discounts, commissions and other items
constituting underwriters' compensation, any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers and any
securities exchanges on which the Offered Debt Securities may be listed.
If underwriters are used in the sale, the Offered Debt Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices. The Offered Debt
Securities may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more of
such firms. Unless otherwise set forth in the Prospectus Supplement, the
obligations of the underwriters to purchase the Offered Debt Securities will be
subject to certain conditions precedent and the underwriters will be obligated
to purchase all the Offered Debt Securities if any are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of Offered Debt
Securities may be entitled to indemnification or contribution by the Company
against certain liabilities, including liabilities under the 1933 Act.
The specific terms and manner of sale of Offered Debt Securities will be
set forth or summarized in the Prospectus Supplement.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or other persons acting as the Company's agents to solicit offers
by certain institutions to purchase Offered Debt Securities from the Company
pursuant to contracts providing for payment and delivery on a future date.
Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases will be
subject to acceptance by the Company. The obligations of any purchaser under
any such contracts will be subject to the condition that the purchase of Offered
Debt Securities shall not at the time of delivery be prohibited under the laws
of the jurisdiction to which such purchaser is subject. The underwriters and
such other persons will not have any responsibility in respect of the validity
or performance of such contracts.
10
<PAGE>
Each series of Offered Debt Securities will be a new issue with no
established trading market. Any underwriters to whom Offered Debt Securities
are sold by the Company for public offering and sale may make a market in such
Offered Debt Securities, but such underwriters will not be obligated to do so
and may discontinue any market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for any Offered Debt
Securities.
LEGAL OPINIONS
The validity of the Offered Debt Securities will be passed upon for the
Company by John M. Coleman, Senior Vice President-Law and Public Affairs of the
Company, and for the underwriters, dealers or agents, if any, by counsel to be
specified in the Prospectus Supplement. Mr. Coleman owns beneficially
approximately 12,797 shares of the Company's common stock. He holds options to
purchase 69,850 additional shares of the Company's common stock that were
granted to Mr. Coleman pursuant to the Company's 1984 Long-Term Incentive Plan
and he holds options to purchase 59,025 additional shares of the Company's
common stock granted to him pursuant to the Company's 1994 Long-Term Incentive
Plan.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K of Campbell Soup Company for the fiscal year
ended July 30, 1995 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting. The financial statements of Pace Foods,
Ltd. for the year ended December 31, 1994, appearing in the Campbell Soup
Company Current Report on Form 8-K dated September 3, 1996, have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such financial
statements referred to above are incorporated herein by reference in reliance
upon such report given upon the authority of such firm as experts in auditing
and accounting.
11
<PAGE>
================================================================================
NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS OR ANY RELATED PROSPECTUS SUPPLEMENT, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
NEITHER THIS PROSPECTUS NOR ANY RELATED PROSPECTUS SUPPLEMENT CONSTITUTES AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THOSE TO WHICH IT RELATES OR AN OFFER OF THOSE TO WHICH IT RELATES IN ANY STATE
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER. NEITHER THE DELIVERY OF
THIS PROSPECTUS OR ANY RELATED PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER
OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE RESPECTIVE DATES
HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
_________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information.................................................. 2
Incorporation of Certain Documents by
Reference............................................................. 2
The Company............................................................ 3
Use of Proceeds........................................................ 3
Ratio of Earnings to Fixed Charges..................................... 3
Description of Debt Securities......................................... 4
Plan of Distribution................................................... 10
Legal Opinions......................................................... 11
Experts................................................................ 11
</TABLE>
================================================================================
[CAMPBELL SOUP LOGO]
DEBT SECURITIES
________________
PROSPECTUS
________________
, 1996
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered hereby, other than underwriting discounts and
commissions are as follows. Except for the SEC registration fee, all expenses
are estimated. All of such expenses will be borne by the Registrant.
<TABLE>
<S> <C>
SEC registration fee............................. $ 344,828
Accounting fees and expenses..................... 75,000
Legal fees and expenses.......................... 150,000
Printing and engraving costs..................... 150,000
Fees and expenses of Trustee..................... 15,000
Blue Sky and Legal Investment fees and expenses.. 20,000
Rating agencies' fees............................ 545,000
Miscellaneous.................................... 10,000
----------
Total............................................ $1,309,828
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 3-5 of the New Jersey Business Corporation Act sets forth the
extent to which officers and directors of the Registrant may be indemnified
against any liabilities which they may incur in their capacity as such. The
Registrant's By-Laws provide for the indemnification of directors and officers
of the Registrant against liabilities arising by reason of being a director or
officer of the Registrant, including liabilities arising under the Securities
Act of 1933.
The directors and officers of the Registrant and its subsidiaries are
insured (subject to certain exceptions and deductions) against liabilities which
they may incur in their capacity as such, including liabilities under the
Securities Act of 1933, under liability insurance policies carried by the
Registrant.
ITEM 16. EXHIBITS.
1. Form of Underwriting Agreement.
4(a). Form of Indenture, between the Registrant and Bankers Trust
Company, as Trustee.
4(b). Form of Security, included in Exhibit 4(a).
5. Opinion and consent of John M. Coleman, Senior Vice President-
Law and Public Affairs of the Registrant.
12. Computation of Ratio of Earnings to Fixed Charges.
23(a). Consent of Price Waterhouse LLP.
23(b) Consent of Ernst & Young LLP.
23(c). Consent of John M. Coleman, included in Exhibit 5.
24. Powers of Attorney.
25. Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 (bound separately).
II-1
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) That, for purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the undersigned registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act as part of this registration statement as of
the time the Commission declared it effective.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above or
otherwise, the Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CAMDEN, STATE OF NEW JERSEY, ON THE 6TH OF SEPTEMBER,
1996.
CAMPBELL SOUP COMPANY
(Registrant)
By: /s/ Basil L. Andersen
--------------------------------
Basil L. Andersen
Senior Vice President-Finance,
Chief Financial Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman, President and Chief September 6, 1996
- ----------------------
David W. Johnson Executive Officer and Director
(Principal Executive Officer)
* Director September 6, 1996
- ----------------------
Alva A. App
* Director September 6, 1996
- ----------------------
Edmund M. Carpenter
* Director September 6, 1996
- ----------------------
Bennett Dorrance
* Director September 6, 1996
- ----------------------
Thomas W. Field, Jr.
* Director September 6, 1996
- ----------------------
Kent B. Foster
Director September 6, 1996
______________________
David K.P. Li
* Director September 6, 1996
- ----------------------
Philip E. Lippincott
* Director September 6, 1996
- ----------------------
Mary Alice Malone
* Director September 6, 1996
- ----------------------
Charles H. Mott
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Director September 6, 1996
___________________________
Ralph A. Pfeiffer, Jr.
* Director September 6, 1996
- ---------------------------
George M. Sherman
* Director September 6, 1996
- ---------------------------
Donald M. Stewart
* Director September 6, 1996
- ---------------------------
George Strawbridge, Jr.
* Director September 6, 1996
- ---------------------------
Robert J. Vlasic
* Director September 6, 1996
- ---------------------------
Charlotte C. Weber
/s/ Basil L. Andersen Senior Vice President-Finance, September 6, 1996
- ---------------------------
Basil L. Andersen Chief Financial Officer and
Treasurer
/s/ Leo J. Greaney Vice President-Controller September 6, 1996
- ----------------------------
Leo J. Greaney (Principal Accounting Officer)
</TABLE>
*By: /s/ John J. Furey
-----------------
John J. Furey,
Corporate Secretary and
Corporate Counsel,
as Attorney-in-Fact
II-4
<PAGE>
EXHIBIT 1
CAMPBELL SOUP COMPANY
Debt Securities
Underwriting Agreement
----------------------
_______________, 199_
From time to time Campbell Soup Company, a New Jersey corporation (the
"Company"), proposes to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms and
conditions stated herein and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain of its debt securities (the "Securities") specified
in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, the "Designated Securities"), less the principal amount of Designated
Securities covered by Delayed Delivery Contracts, if any, as provided in Section
3 hereof and as may be specified in Schedule II to such Pricing Agreement (with
respect to such Pricing Agreement, any Designated Securities to be covered by
Delayed Delivery Contracts being herein sometimes referred to as "Contract
Securities" and the Designated Securities to be purchased by the Underwriters
(after giving effect to the deduction, if any, for Con tract Securities) being
herein sometimes referred to as "Underwriters' Securities").
The terms and rights of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto and
in or pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement
1. Introductory. Particular sales of Designated Securities may be
------------
made from time to time to the Underwriters of such Securities, for whom the
firms designated as representatives of the Underwriters of such Securities in
the Pricing Agreement relating thereto will
<PAGE>
act as representatives (the "Representatives"). The term "Representatives" also
refers to a single firm acting as sole representative of the Underwriters and to
Underwriters who act without any firm being designated as their representative.
This Underwriting Agreement shall not be construed as an obligation of the
Company to sell any of the Securities or as an obligation of any of the
Underwriters to purchase the Securities. The obligation of the Company to issue
and sell any of the Securities and the obligation of any of the Underwriters to
purchase any of the Securities shall be evidenced by the Pricing Agreement with
respect to the Designated Securities specified therein. Each Pricing Agreement
shall specify the aggregate principal amount of such Designated Securities, the
initial public offering price of such Designated Securities, the purchase price
to the Underwriters of such Designated Securities, the names of the Underwriters
of such Designated Securities, the names of the Representatives of such
Underwriters, the principal amount of such Designated Securities to be purchased
by each Underwriter and whether any of such Designated Securities shall be
covered by Delayed Delivery Contracts (as de fined in Section 3 hereof) and the
commission payable to the Underwriters with respect thereto and shall set forth
the date, time and manner of delivery of such Designated Securities and payment
therefor. The Pricing Agreement shall also specify (to the extent not set forth
in the Indenture and the registration statement and prospectus with respect
thereto) the terms of such Designated Securities. A Pricing Agreement shall be
in the form of an executed writing (which may be in counterparts). The
obligations of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.
2. Representations and Warranties of the Company. The Company
---------------------------------------------
represents and warrants to, and agrees with, each of the Underwriters that:
(a) A registration statement on Form S-3 with respect to the
Securities has been filed with the Securities and Exchange Commission (the
"Commission") in the form heretofore delivered or to be delivered to the
Representatives and, excluding exhibits to such registration statement, but
including all documents incorporated by reference in the prospectus contained
therein, to the Representatives for each of the other Underwriters and such
registration statement in such form has been declared
2
<PAGE>
effective by the Commission and no stop order suspending the effectiveness of
such registration statement has been issued and to the Company's knowledge no
proceeding for that purpose has been initiated or threatened by the Commission;
any preliminary prospectus included in such registration statement being
hereinafter called a "Preliminary Prospectus"; the various parts of such
registration statement, including all exhibits thereto but excluding the Form T-
1 and, if applicable, including the information contained in the form of final
prospectus filed with the Commission pursuant to Rule 424(b) under the Act in
accordance with Section 5(a) of this Agreement and deemed by virtue of Rule 430A
under the Act to be part of the registration statement, each as amended at the
time such part became effective, being hereinafter collectively called the
"Registration Statement"; the prospectus relating to the Securities, in the form
in which it has most recently been filed with the Commission on or prior to the
date of this Agreement, being hereinafter called the "Prospectus"; any reference
herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein pursuant to the
applicable form under the Securities Act of 1933, as amended (the "Act"), as of
the date of such Preliminary Prospectus or Prospectus, as the case may be; any
reference to any amendment or supplement to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include any documents filed after the
date of such Preliminary Prospectus or Prospectus, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and
incorporated by reference; and any reference to the Prospectus as amended or
supplemented shall be deemed to refer to the Prospectus as amended or
supplemented in relation to the applicable Designated Securities in the form in
which it is filed with the Commission pursuant to Rule 424 under the Act, in
accordance with Section 5(a) hereof including any documents incorporated by
reference therein as of the date of such filing;
(b) The documents incorporated by reference in the Prospectus,
when they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of
3
<PAGE>
such documents contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and any further documents so filed and
incorporated by reference in the Prospectus, when such documents become
effective or are filed with the Commission, as the case may be, will conform in
all material respects to the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission thereunder and will
not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that this representation and warranty shall
not apply to any statements or omissions made based upon written information
furnished to the Company by any Underwriter of Designated Securities through the
Representatives specifically for use in the Prospectus as amended or
supplemented relating to such Securities; and
(c) The Registration Statement and the Prospectus conform, and
any amendments or supplements thereto will conform, in all material respects to
the requirements of the Act and the rules and regulations of the Commission
thereunder and the Indenture, including any amendments or supplements thereto
pursuant to which Designated Securities will be issued, as of the effective date
of the Registration Statement and as of the applicable filing date of the
Prospectus, complies with the requirements of the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act") and the rules and regulations of the
Commission thereunder; and the Registration Statement and the Prospectus do not
and will not, as of the applicable effective date as to the Registration
Statement and any amendment thereto and as of the applicable filing date as to
the Prospectus and any supplement thereto, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however, that
this representation and warranty shall not apply to (i) that part of the
Registration Statement that constitutes the Statement of Eligibility and
Qualification under the Trust Indenture Act (Form T-1) of the trustee, or (ii)
any statements or omissions made in reliance upon written information furnished
to the Company by any Underwriter of Designated Securities through the
Representatives
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specifically for use in the Prospectus as amended or supplemented relating to
such Securities.
3. Purchase and Offering of Securities. (a) Upon the execution of
-----------------------------------
the Pricing Agreement applicable to any Designated Securities and authorization
by the Representatives of the release of the Underwriters' Securities, the
several Underwriters propose to offer the Underwriters' Securities for sale upon
the terms and conditions set forth in the Prospectus as amended or supplemented
and in this Agreement and the applicable Pricing Agreement.
(b) The Company may specify in Schedule II to the Pricing Agreement
applicable to any Designated Securities that the Underwriters are authorized to
solicit offers to purchase Designated Securities from the Company pursuant to
delayed delivery contracts (herein called "Delayed Delivery Contracts"),
substantially in the form of Annex II attached hereto but with such changes
therein as the Representatives and the Company may authorize or approve. If so
specified, the Underwriters will endeavor to make such arrangements, and as
compensation therefor the Company will pay to the Representatives, for the
accounts of the Underwriters, at the Time of Delivery (as defined in Section 4
hereof), such commission, if any, as may be set forth in such Pricing
Agreement. Delayed Delivery Contracts, if any, are to be with investors of the
types described in the Prospectus and subject to other conditions therein set
forth. The Underwriters will not have any responsibility in respect of the
validity or performance of any Delayed Delivery Contracts.
The principal amount of Contract Securities to be deducted from the
principal amount of Designated Securities to be purchased by each Underwriter as
set forth in Schedule I to the Pricing Agreement applicable to such Designated
Securities shall be, in each case, the principal amount of Contract Securities
which the Company has been advised by the Representatives have been attributed
to such Underwriter, provided that, if the Company has not been so advised, the
amount of Contract Securities to be so deducted shall be, in each case, that
proportion of Contract Securities which the principal amount of Designated
Securities to be purchased by such Underwriter under such Pricing Agreement
bears to the
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total principal amount of the Designated Securities (rounded as the
Representatives may determine). The total principal amount of Underwriters'
Securities to be purchased by all the Underwriters pursuant to such Pricing
Agreement shall be the total principal amount of Designated Securities set forth
in Schedule I to such Pricing Agreement less the principal amount of the
Contract Securities, if any. The Company will advise the Representatives not
later than the business day preceding the Time of Delivery (as defined in
Section 4 hereof) specified in the applicable Pricing Agreement (or such other
time and date as the Representatives and the Company may agree upon in writing)
of the principal amount of Contract Securities.
4. Delivery of and Payment for Securities. Underwriters' Securities
--------------------------------------
to be purchased by each Underwriter pursuant to the Pricing Agreement relating
thereto, in such authorized denominations and registered in such names as the
Representatives may request upon at least forty-eight hours' prior notice to the
Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor in the manner
specified in the applicable Pricing Agreement, by wire transfer or by certified
or official bank check or checks payable to the order of the Company, in the
funds specified in such Pricing Agreement, all at the place and time and date
specified in such Pricing Agreement or at such other place and time and date as
the Representatives and the Company may agree upon in writing, such time and
date being herein called the "Time of Delivery" for such Securities.
If applicable, concurrently with the delivery of and payment for the
Underwriters' Securities, the Company will deliver to the Representatives for
the accounts of the Underwriters a check payable to the order of the party
designated in the Pricing Agreement relating to such Securities in the amount of
any compensation payable by the Company to the Underwriters in respect of any
Delayed Delivery Contracts as provided in Section 3 hereof and in the Pricing
Agreement relating to such Securities.
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5. Certain Agreements of the Company. The Company agrees with each
---------------------------------
of the Underwriters of any Designated Securities:
(a) To prepare the Prospectus as amended and supplemented in
relation to the applicable Designated Securities in a form approved by the
Representatives and to file such Prospectus pursuant to Rule 424(b) under the
Act in accordance with the applicable provisions thereof; to furnish to counsel
for the Underwriters one copy of the Registration Statement, including all
exhibits, in the form it became effective and of all amendments thereto.
(b) To advise the Representatives promptly of any proposal to
amend or supplement the Registration Statement or the Prospectus and to afford
the Representatives a reasonable opportunity to comment on any such proposed
amendment or supplement; and to advise the Representatives promptly of the
filing of any such amendment or supplement and of the institution by the
Commission of any stop order proceedings in respect of the Registration
Statement or of any part thereof and to use its best efforts to prevent the
issuance of any such stop order and to obtain as soon as possible its lifting,
if issued.
(c) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Securities for offering
and sale under state securities or Blue Sky laws of such domestic jurisdictions
as the Representatives may request and to comply with such laws so as to permit
the continuance of sales and dealings therein in such jurisdictions for as long
as may be necessary to complete the distribution of such Securities, provided
that in connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in any
jurisdiction.
(d) To furnish the Representatives with copies of the Prospectus
as amended or supplemented in such quantities as the Representatives may from
time to time reasonably request, and, if the delivery of a prospectus is
required at any time, but not for longer than 40 days from and after the date of
the applicable Pricing Agreement, in connection with the offering or sale of the
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<PAGE>
Securities and if at such time any event shall have occurred as a result of
which the Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made when such Prospectus is delivered, not misleading, or, if for any
other reason it shall be necessary during such same period to amend or
supplement the Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus in order to comply with the Act, the
Exchange Act or the Trust Indenture Act, to prepare and file with the Commission
an amendment or supplement which will correct such statement or omission or
effect such compliance.
(e) To make generally available to its security holders as soon
as practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement, an earnings statement of the
Company and its subsidiaries (which need not be audited) complying with Section
11(a) of the Act and the rules and regulations of the Commission thereunder
(including at the option of the Company Rule 158).
6. Expenses. The Company covenants and agrees with the several
--------
Underwriters that the Company will pay or cause to be paid all expenses incident
to the performance of its obligations under this Agreement and will reimburse
the Underwriters for expenses (including fees and disbursements of counsel)
incurred by them in connection with qualification of the Designated Securities
for sale under the state securities or Blue Sky laws of such domestic
jurisdictions located in the United States of America as the Representatives may
designate and the printing of memoranda relating thereto, for any fees charged
by investment rating agencies for the rating of the Designated Securities, for
the filing fee of the National Association of Securities Dealers, Inc. relating
to the Securities and for expenses incurred in distributing the Prospectus, any
Preliminary Prospectuses and any preliminary prospectus supplements to
Underwriters.
7. Conditions of the Obligations of the Underwriters. The
-------------------------------------------------
obligations of the Underwriters of any Designated Securities under the Pricing
Agreement relating to such Designated Securities shall be subject, in
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the discretion of the Representatives, to the condition that all representations
and warranties and other state ments of the Company herein are, at and as of the
Time of Delivery for such Designated Securities, true and correct, the condition
that the Company shall have performed all of its obligations hereunder
theretofore to be performed, and the following additional conditions applicable
to such Designated Securities:
(a) The Prospectus as amended or supplemented shall have been
filed with the Commission pursuant to Rule 424(b) within the applicable time
period prescribed for such filing by the rules and regulations under the Act
and in accordance with Section 5(a) of the Agreement; no stop order suspending
the effectiveness of the Registration Statement shall have been issued and no
proceeding for that purpose shall be pending before or, to the knowledge of the
Company, threatened by the Commission;
(b) Counsel for the Underwriters shall have furnished to the
Representatives such opinion or opinions, dated the Time of Delivery for such
Designated Securities, with respect to the incorporation of the Company, the
validity of the Indenture, the Designated Securities, the Delayed Delivery
Contracts, if any, the Registration Statement, the Prospectus as amended or
supplemented and other related matters as the Representatives may reasonably
request, and such counsel shall have received such papers and information as
they may reasonably request to enable them to pass upon such matters;
(c) John M. Coleman, Senior Vice President-Law and Public
Affairs of the Company, shall have furnished to the Representatives his written
opinion, dated the Time of Delivery for such Designated Securities, in form and
substance reasonably satisfactory to the Representatives, to the effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, with corporate power and authority to
own its properties and conduct its business as described in the Prospectus
as amended or supplemented;
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(ii) To the best of such counsel's knowledge, there are no
pending or threatened legal or governmental proceedings required to be
described in the Registration Statement or the Prospectus as amended or
supplemented relating to the Designated Securities which are not described
therein as required in all material respects;
(iii) This Agreement and the Pricing Agreement with respect
to the Designated Securities have been duly authorized, executed and
delivered by the Company;
(iv) The issuance and sale of the Designated Securities
have been duly authorized by the Company; the Underwriters' Securities
(assuming the due authentication thereof by the trustee under the Indenture
(the "Trustee")), when executed and issued under the Indenture and
delivered to and paid for by you pursuant to the Underwriting Agreement,
will constitute valid and legally binding obligations of the Company
entitled to the benefits provided by the Indenture; the Contract Securities
(assuming the due authentication thereof by the Trustee), if any, when
executed, issued and delivered pursuant to the Indenture and paid for
pursuant to the Delayed Delivery Contracts, if any, will constitute valid
and legally binding obligations of the Company entitled to the benefits
provided by the Indenture;
(v) The Indenture has been duly authorized, executed and
delivered by the Company and (assuming the due authorization, execution and
delivery thereof by the Trustee) constitutes a valid and legally binding
obligation of the Company, enforceable in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting creditors'
rights and to general equity principles; provided that no opinion is
rendered by such counsel as to the qualification of the Indenture under the
Trust Indenture Act or as to any other question arising under such Act;
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<PAGE>
(vi) The issue and sale of the Designated Securities and
the compliance by the Company with all of the provisions of the Designated
Securities, the Indenture, each of the Delayed Delivery Contracts, if any,
this Agreement and the Pricing Agreement with respect to the Designated
Securities and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under, any material
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument known to such counsel to which the Company is a party or by
which the Company is bound or to which any of the property or assets of the
Company is subject, nor will such action result in any violation of the
provisions of the certificate of incorporation, as amended, or the by-laws
of the Company or any statute or any order, rule or regulation known to
such counsel of any court or governmental agency or body having
jurisdiction over the Company or any of its properties, which conflict,
breach, default or violation would have a material adverse effect on the
consolidated financial position, stockholders' equity or results of
operations of the Company and its subsidiaries;
(vii) In the event any of the Designated Securities are to
be purchased pursuant to Delayed Delivery Contracts, each of such Delayed
Delivery Contracts has been duly authorized, executed and delivered by the
Company and (assuming such Contract has been duly executed and delivered by
the purchaser named therein) constitutes a valid and legally binding
agreement of the Company, enforceable in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganiza tion and
other laws of general applicability relating to or affecting creditors'
rights and to general equity principles;
(viii) No consent, approval, authorization, order,
registration or qualification of or with any court or governmental agency
or body of the United States of America or the State of New Jersey is
required for the issuance and sale of the Designated Securities or the
consummation by the Company
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<PAGE>
of the transactions contemplated by this Agreement or the Pricing Agreement
related to the Designated Securities, any of the Delayed Delivery Contracts
relating thereto, or the Indenture except such as have been obtained under
the Act and the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under
state securities or Blue Sky laws in connection with the purchase and
distribution of the Designated Securities by the Underwriters;
(ix) Such counsel has no reason to believe that the
Registration Statement or the Prospectus as amended or supplemented or any
of the documents incorporated by reference in the Prospectus as amended or
supplemented (other than the financial statements and related schedules
contained or incorporated by reference therein, as to which such counsel
need express no opinion) contained, in the case of the Registration
Statement when it became effective under the Act, an untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, and, in
the case of the Prospectus and other documents which were filed under the
Act or the Exchange Act with the Commission, an untrue statement of a
material fact or omitted to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which
they were made when such documents were so filed, and in the case of the
Prospectus as amended or supplemented, as of the Time of Delivery, not
misleading;
(d) , special counsel for
the Company, shall have furnished to the Representatives their written opinion,
dated the Time of Delivery for such Designated Securities, to the effect that:
(i) The Registration Statement, as of its effective date,
and the Prospectus, as of its date and as of the date of the applicable
supplement (in each case other than the documents incorporated by reference
therein) and any further amendments and supplements thereto made by the
Company prior to the Time of Delivery for the Designated Securities
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<PAGE>
(other than the financial statements and related schedules included or
incorporated by reference therein, as to which such counsel need express no
opinion) comply as to form in all material respects with the requirements
of the Act and the Trust Indenture Act and the rules and regulations
thereun der;
(ii) The Designated Securities, the Indenture and any Delayed
Delivery Contracts conform to the descriptions thereof in the Prospectus as
amended or supplemented;
(iii) The Indenture has been duly qualified under the Trust
Indenture Act;
(iv) The documents incorporated by reference in the Prospectus
as amended or supple mented (other than the financial statements and
related schedules contained or incorporated by reference therein, as to
which such counsel need express no opinion), appear on their face to be
appropriately responsive in all material respects to the requirements of
the Act or the Exchange Act, as applicable, and the rules and regulations
of the Commission thereunder;
(v) Such counsel has no reason to believe that the
Registration Statement or the Prospectus as amended or supplemented or any
of the documents incorporated by reference in the Prospec tus as amended or
supplemented (other than the financial statements and related schedules
contained or incorporated by reference therein, as to which such counsel
need express no opinion) contained, in the case of the Registration
Statement when it became effective under the Act, an untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, and, in
the case of the Prospectus and other documents which were filed under the
Act or the Exchange Act with the Commission, an untrue statement of a
material fact or omitted to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which
they were made when such documents were so filed, and in the
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<PAGE>
case of the Prospectus as amended or supplemented, as of the Time of
Delivery, not misleading;
(e) On the date of the Pricing Agreement for such Designated
Securities and at the Time of Deliv ery of such Designated Securities, the
independent ac countants of the Company who have certified the financial
statements of the Company and its subsidiaries included or incorporated by
reference in the Registration State ment shall have furnished to the
Representatives a let ter, dated the effective date of the Registration State
ment or the date of the most recent report filed with the Commission containing
financial statements and incorpo rated by reference in the Registration
Statement, if the date of such report is later than such effective date, and a
letter dated such Time of Delivery, respectively, of the type described in the
American Institute of Public Accountants' Statement on Auditing Standards No. 72
or a successor statement and covering such specified financial statement items
as may be agreed upon by the Company and the Representatives, in form and
substance satisfactory to the Representatives;
(f) Subsequent to the date of the Pricing Agreement relating to
the Designated Securities there shall not have occurred any of the following:
(i) a suspension or material limitation in trading in securi ties generally on
the New York Stock Exchange; (ii) a general moratorium on commercial banking
activities in New York declared by either Federal or New York State authorities;
or (iii) the outbreak or escalation of hostilities or any calamity or crisis on
or after the date of such Pricing Agreement if the effect of any such event
specified in this clause (iii) in the reasonable judgment of the Representatives
is material and adverse to the market for the Designated Securities and makes it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Underwriters' Securities on the terms and in the manner contemplated in
the Pro spectus as amended or supplemented;
(g) The Company shall have furnished to the Representatives at
the Time of Delivery for the Designated Securities a certificate signed by two
offi cers of the Company satisfactory to the Representatives as to the accuracy
of the representations and warranties of the Company herein at and as of such
Time of Delivery,
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<PAGE>
as to the performance by the Company of all of its obli gations hereunder to be
performed at or prior to such Time of Delivery, as to the absence, subsequent to
the date of the most recent financial statements in or incor porated by
reference in the Prospectus, of any material adverse change in the business,
properties and financial position or results of operation of the Company except
as set forth in or contemplated by the Prospectus, as amend ed and supplemented,
as to the matters set forth in sub section (a) of this Section, and as to such
other matters as the Representatives may reasonably request; and
8. (a) Indemnification and Contribution. The Company will
--------------------------------
indemnify and hold harmless each Under writer against any losses, claims,
damages or liabili ties, joint or several, to which such Underwriter may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a materi al fact contained in
any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement or the Prospectus, or any amendment or supple ment
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse each Underwriter for
any legal or other expenses reason ably incurred by such Underwriter in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement or the Prospectus
or any such amendment or supplement (i) in reliance upon and in conformity with
written information furnished to the Company by any Underwriter through the
Representatives specifically for use therein or (ii) con tained in that part of
the Registration Statement consti tuting the Statement of Eligibility and
Qualification under the Trust Indenture Act (Form T-1) of the Trustee; and
provided, further, that the Company shall not be liable to such Underwriter
under the indemnity agreement in this subsection (a) with respect to any
Preliminary
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Prospectus or preliminary prospectus supplement or the Prospectus or any
amendment or supplement to the extent that any such loss, claim, damage or
liability results from the fact that such Underwriter sold Securities to a
person to whom there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus or of the Prospectus as then
amended or sup plemented if the Company has previously furnished copies thereof
to such Underwriter.
(b) Each Underwriter will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which the Company
may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement or the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements there in not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement or the Prospectus or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives specifically for use therein; and will reimburse the Company for
any legal or other expenses reasonably in curred by the Company in connection
with investigating or defending any such action or claim as such expenses are
incurred.
(c) Promptly after receipt by an indemni fied party under
subsection (a) or (b) above of notice of the commencement of any action
(including any governmen tal investigation), such indemnified party shall, if a
claim in respect thereof is to be made against the indem nifying party under
such subsection, notify the indemni fying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party otherwise than
under such subsec-
16
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tion. In case any such action shall be brought against any indemnified party
and it shall notify the indemnify ing party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, to the extent
that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such indem
nified party (who shall not, except with the consent of the indemnified party,
be counsel to the indemnifying party or represent two or more parties if such
represen tation would be inappropriate due to actual or potential differing
interests between or among them), and, after notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indem nified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnifi cation or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not in clude a statement as to or an admission of fault,
culpa bility or a failure to act, by or on behalf of any indem nified party.
(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriter on
the other from the offering of the Securities to which such loss, claims, damage
or liability (or action in respect
17
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thereof) relates. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
the Underwriter on the other in connec tion with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equi table considerations. The
relative benefits received by the Company on the one hand and the Underwriter on
the other shall be deemed to be in the same proportion as the total net proceeds
from such offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by such Underwriter.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omis
sion or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or such Underwriter on the other and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Underwriters
agree that it would not be just and equitable if contributions pursuant to this
subsection (d) were determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this subsection (d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connec tion with investigating or defending any such action or claim.
Notwithstanding the provisions of this subjection (d), (i) no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Designated Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or
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alleged omission and (ii) to the extent that any loss, claim, damage or
liability results from the fact that any Underwriter of Designated Securities
sold such Securities to a person to whom there was not sent or given, at or
prior to the written confirmation of such sale, a copy of the Prospectus or of
the Prospectus as then amended or supplemented, and the Company has previously
furnished copies thereof to such Underwriter, such failure to send or give such
Prospectus or amended Prospectus shall be a fact to be considered in determining
the Company's con tribution to any such Underwriter of any amount under this
Section (d). No person guilty of fraudulent misrep resentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations and not joint.
(e) The obligations of the Company under this Section 8 shall be
in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
any Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.
9. Default of Underwriters. (a) If any Underwriter shall default
-----------------------
in its obligations under this Agreement and the applicable Pricing Agreement
relating to such Underwriters' Securities to purchase the Underwriters'
Securities which it has agreed to purchase, the remaining non-defaulting
Underwriters shall be obli gated severally to purchase the Underwriters'
Securities which the defaulting Underwriter agreed but failed to purchase in the
respective proportions which the princi pal amount of Underwriters' Securities
set forth in Schedule II to the Pricing Agreement to be purchased by each
remaining non-defaulting Underwriter bears to the aggregate principal amount of
Underwriters' Securities set forth in such Schedule to be purchased by all the
remaining non-defaulting Underwriters; provided that the
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remaining non-defaulting Underwriters shall not be obli gated to purchase any
Underwriters' Securities if the aggregate principal amount of such Underwriters'
Securi ties which the defaulting Underwriter or Underwriters agreed but failed
to purchase exceeds 10% of the total principal amount of such Underwriters'
Securities. If the foregoing maximum is exceeded, the remaining non-defaulting
Underwriters, or other underwriters satisfac tory to the Representative, shall
have the right, but shall not be obligated, to purchase, in such proportion as
may be agreed upon among them, all the Underwriters' Securities. The term
"Underwriter" as used in this Agreement shall include any person substituted
under this Section with like effect as if such person had originally been a
party to the Pricing Agreement with respect to such Designated Securities.
(b) If the remaining non-defaulting Underwriters or other
underwriters satisfactory to the Representative do not elect pursuant to the
penultimate sentence of the above paragraph to purchase the aggregate principal
amount of Underwriters' Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase that exceeds 10% of the total
principal amount of such Underwriters' Securities, the Pricing Agreement with
respect to such Underwriters' Securities shall terminate without liability on
the part of any non-defaulting Underwriter or the Company, except for the ex
penses to be borne by the Company and the Underwriters as provided in Section 6
hereof and the indemnity and con tribution agreements in Section 8 hereof.
(c) Nothing contained in this Section 9 shall relieve a
defaulting Underwriter of any liability it may have to the Company and any non-
defaulting Under writer for damages caused by its default. If other underwriters
are obligated or agree to purchase the Underwriters' Securities of a defaulting
Underwriter, either the Representative or the Company may postpone the Time of
Delivery for up to seven full business days in order to effect any changes that
in the opinion of coun sel for the Company or counsel for the Underwriters may
be necessary in the Registration Statement, the Prospectus or in any other
document or arrangement.
(d) The foregoing obligations and agree ments set forth in this
Section will not apply if the
20
<PAGE>
Pricing Agreement specifies that such obligations and agreements will not apply.
10. Survival of Certain Representations and Obligations. The
--------------------------------------- -----------
respective indemnities, agreements, representations, warranties and other
statements of the Company and the several Underwriters, as set forth in this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Under writer or any controlling person of any Underwriter, or the
Company, or any officer or director or controlling person of the Company, and
shall survive delivery of and payment for the Securities.
11. Expenses upon Termination. If any Pricing Agreement shall be
-------------------------
terminated pursuant to Section 9 here of, the Company shall not then be under
any liability to any Underwriter with respect to the Designated Securities
covered by such Pricing Agreement except as provided in Section 6 and Section 8
hereof; but, if for any other reason Underwriters' Securities are not delivered
by or on behalf of the Company as provided herein, the Company will reimburse
the Underwriters through the Representa tives for all out-of-pocket expenses
approved in writing by the Representatives, including fees and disbursements of
counsel, reasonably incurred by the Underwriters in making preparations for the
purchase, sale and delivery of such Designated Securities, but the Company shall
then be under no further liability to any Underwriter with respect to such
Designated Securities except as provided in Section 6 and Section 8 hereof.
12. Notices. In all dealings hereunder, the Representatives of the
-------
Underwriters of Designated Securi ties shall act on behalf of each of such
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by such Represen tatives jointly or by such of the Representatives, if
any, as may be designated for such purpose in the Pricing Agreement.
All statements, requests, notices and agree ments hereunder shall be
in writing or by telegram if promptly confirmed in writing, and if to the
Underwriters shall be sufficient in all respects if delivered or sent
21
<PAGE>
by registered mail to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be sufficient in all respects if
delivered or sent by registered mail to the address of the Company set forth in
the Registration Statement, Attention: Secretary; provided, however, that any
notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or
sent by registered mail to such Underwriter at its address set forth in its
Underwriters' Question naire, or telex constituting such Questionnaire, which
address will be supplied to the Company by the Represen tatives upon request.
13. Successors. This Agreement and each Pricing Agreement shall be
----------
binding upon, and inure solely to the benefit of the Underwriters, the Company
and, to the extent provided in Section 8 and Section 10 hereof, the officers and
directors of the Company and each person who controls the Company or any
Underwriter, and their respective heirs, executors, administrators, successors
and assigns, and no other person shall acquire or have any right under or by
virtue of this Agreement or any such Pricing Agreement. No purchaser of any of
the Securities from any Underwriter shall be deemed a succes sor or assign by
reason merely of such purchase.
14. Applicable Law. This Agreement and each Pricing Agreement shall
--------------
be governed by and construed in accordance with the laws of the State of New
York appli cable to agreements made and to be performed in New York.
15. Counterparts. This Agreement and each Pricing Agreement may be
------------
executed by the parties hereto in any number of counterparts, each of which
shall be deemed to be an original, but all such respective coun terparts shall
together constitute one and the same instrument.
If the foregoing Agreement is in accordance with your understanding,
please sign and return a copy hereof.
Very truly yours,
CAMPBELL SOUP COMPANY
22
<PAGE>
By: ___________________________
Name:
Title:
Accepted as of the date hereof:
[NAME OF UNDERWRITER]
By:
Name:
Title:
[On behalf of each of the Underwriters]
23
<PAGE>
ANNEX I
PRICING AGREEMENT
-----------------
_______________, 199_
Campbell Soup Company (the "Company") proposes, subject to the terms
and conditions stated herein and in the Underwriting Agreement, dated
_____________, 199_ (the "Underwriting Agreement"), between the Company on the
one hand and on the other hand, to issue and sell to the Underwriters named in
Schedule I hereto (the "Underwriters") the Securities specified in Schedule II
hereto (the "Designated Securities"). Each of the provisions of the Underwriting
Agreement is incor porated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein; and each of the representations and
warranties set forth therein shall be deemed to have been made at and as of the
date of this Pricing Agreement, except that each representation and warranty
with respect to the Prospec tus in Section 2 of the Underwriting Agreement shall
be deemed to be a representation and warranty as of the date of the Underwriting
Agreement in relation to the Prospec tus (as therein defined), and also a
representation and warranty as of the date of this Pricing Agreement in relation
to the Prospectus as amended or supplemented relating to the Designated
Securities which are the subject of this Pricing Agreement. Each reference to
the Representatives herein and in the provisions of the Underwriting Agreement
so incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined. The Representatives designated to act on behalf of the
Representatives and on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 12 of the Underwriting Agreement and the
addresses of the Representatives re ferred to in such Section 12 are set forth
at the end of Schedule II hereto.
<PAGE>
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form here tofore delivered to you, is now proposed to be filed, or in the case
of a supplement mailed for filing, with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto, less the principal amount of Designated
Securi ties covered by Delayed Delivery Contracts, if any, as may be specified
in such Schedule II.
If the foregoing is in accordance with your understanding, please sign
and return to us a counterpart hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall consti tute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement Among Underwriters.
Very truly yours,
CAMPBELL SOUP COMPANY
By:
Name:
Title:
Accepted as of the date hereof:
[UNDERWRITER]
By:
Name:
Title:
[On behalf of each of the Underwriters]
2
<PAGE>
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
- ----------- ---------------------
$
Total.................
3
<PAGE>
SCHEDULE II
Title of Designated Securities:
[ %] [Floating Rate] [Zero Coupon] [Notes]
[Debentures] due
Aggregate Principal Amount:
$
Price to Public:
% of the principal amount of the Designated
Securities, plus accrued interest from
to [and accrued amortization, if any,
from to ]
Purchase Price by Underwriters:
% of the principal amount of the
Designated Securities, plus accrued interest from
to [and accrued amortization, if any,
from to ]
Specified Funds for Payment of Purchase Price:
[Wire Transfer] [New York Clearing House funds]
Indenture:
Indenture, dated , 199_, between
the
Company and , as Trustee
Maturity:
Interest Rate:
[ %] [Zero Coupon] [See Floating Rate Provisions]
Interest Payment Dates:
[months and dates]
Redemption Provisions:
[No provisions for redemption]
<PAGE>
[The Designated Securities may be redeemed, other wise than through the
sinking fund, in whole or in part at the option of the Company, in the
amount of $ or an integral multiple thereof, ]
[on or after , at the follow ing redemption prices
(expressed in percentages of principal amount). If [redeemed on or before
, %, and if] redeemed during the
12-month period beginning
Redemption
Year Price
---- --------
and thereafter at 100% of their principal amount, together in each
case with accrued interest to the redemption date.]
[on any interest payment date falling on or after , at
the election of the Company, at a redemption price, equal to the
principal amount thereof, plus accrued interest to the date of redemp
tion.]
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law]
[Restrictions on refunding]
Sinking Fund Provisions:
[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of a sinking fund to
retire $ principal amount of Designated Securities on in each
of the years through at 100% of their principal
amount plus accrued interest] together with [cumu lative] [non-cumulative]
redemptions at the option of the Company to retire an additional $
2
<PAGE>
principal amount of Designated Securities in the years through
at 100% of their princi pal amount plus accrued interest.]
Extendable Provisions:
[Securities are repayable on ,
[insert date and years], at the option of the holder, at their principal
amount with accrued interest. Initial annual interest rate will be
_______% and thereafter [[semi-]annual] interest rate will be adjusted on
, to a rate not less than % of the effective annual interest
rate on U.S. Treasury obligations with -year maturities as of the
[insert date 15 days prior to maturity date] prior to such [insert maturity
date].]
Floating Rate Provisions:
Initial annual interest rate will be % through [and
thereafter will be adjusted [monthly] [on each , and
] [to an annual rate of % above the average rate for -year
[month] [securities] [certificates of deposit] by and
[insert names of banks].] [and the annual interest rate [thereafter]
[from through ] will be the interest yield equivalent
of the weekly aver age per annum market discount rate for -month
Treasury bills plus % of Inter est Differential (the excess, if
any, of (i) then current weekly average per annum second ary market
yield for -month certifi cates of deposit over (ii) then
current in terest yield equivalent of the weekly average per annum
market discount rate for -month Treasury bills); [from
and thereafter the rate will be the then current interest yield
equivalent plus % of In terest Differential].]
Time of Delivery:
[Time and date], 19
Closing Location:
3
<PAGE>
Delayed Delivery:
[None] [Underwriters' commission shall be % of the principal amount of
Designated Securities for which Delayed Delivery Contracts have been
entered into. Such commission shall be payable to the order of
.]
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives:
Address for Notices, etc.:
Other Terms:
4
<PAGE>
ANNEX II
DELAYED DELIVERY CONTRACT
-------------------------
Campbell Soup Company
Campbell Place
Camden, New Jersey
c/o [Name and Address of
designated Representative]
__________________, 199_
Attention:
Dear Sirs:
The undersigned hereby agrees to purchase from Campbell Soup Company
(hereinafter called the "Company"), and the Company agrees to sell to the
undersigned,
$ . . . . . . . . . . . . . . . . . . .
principal amount of the Company's [Title of Designated Securities] (hereinafter
called the "Designated Securi ties"), offered by the Company's Prospectus dated
, 199_, as amended or supplemented, receipt of a copy of which is
hereby acknowledged, at a purchase price of % of the principal amount thereof,
plus accrued interest from the date from which interest accrues as set forth
below, and on the further terms and conditions set forth in this contract.
The undersigned will purchase the Designated Securities from the
Company on , 199__ (the "Delivery Date") and interest on the Designated
Securi ties so purchased will accrue from _________________, 199_.
[The undersigned will purchase the Designated Securities from the
Company on the delivery date or dates and in the principal amount or amounts set
forth below:
1
<PAGE>
<TABLE>
<CAPTION>
Principal Date from Which
Delivery Date Amount Interest Accrues
- ------------- --------- ----------------
<S> <C> <C>
, 199_ $ , 199_
, 199_ $ , 199_
</TABLE>
Each such date on which Designated Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date".]
Payment for the Designated Securities which the undersigned has agreed
to purchase on [the] [each] Delivery Date shall be made to the Company or its
order by certified or official bank check in ___________ Clearing House funds at
the office of ____________, _____________, ____________, or by wire transfer to
a bank account specified by the Company, on [the] [such] Delivery Date upon
delivery to the undersigned on the Designated Securities then to be purchased by
the undersigned in definitive fully registered form and in such denominations
and registered in such names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less than five full
business days prior to [the] [such] Delivery Date.
The obligation of the undersigned to take delivery of and make payment
for Designated Securities on [the] [each] Delivery Date shall be subject to the
condition that the purchase of Designated Securities to be made by the
undersigned shall not on [the] [such] Delivery Date be prohibited under the laws
of the jurisdiction to which the undersigned is subject. The obligation of the
undersigned to take delivery of and make payment for Designated Securities shall
not be affected by the failure of any purchaser to take deliv ery of and make
payment for Designated Securities pursuant to other contracts similar to this
contract.
[The undersigned understands that underwrit ers (the "Underwriters")
are also purchasing Designated Securities from the Company, but that the
obligations of the undersigned hereunder are not contingent on such purchases.]
Promptly after completion of the sale to the Underwriters the Company will mail
or deliver to the undersigned at its address set forth below notice to such
effect, accompanied by a copy of the Opinion of
2
<PAGE>
Counsel for the Company delivered to the Underwriters in connection therewith.
The undersigned represents and warrants that, as of the date of this
contract, the undersigned is not prohibited from purchasing the Designated
Securities hereby agreed to be purchased by it under the laws of the
jurisdiction to which the undersigned is subject.
This contract will inure to the benefit of and be binding upon the
parties hereto and their re spective successors, but will not be assignable by
either party hereto without the written consent of the other.
This contract may be executed by either of the parties hereto in any
number of counterparts, each of which shall be deemed to be an original, but all
such counterparts shall together constitute one and the same instrument.
It is understood that the acceptance by the Company of any Delayed
Delivery Contract (including this contract) is in the Company's sole discretion
and that, without limiting the foregoing, acceptances of such contracts need not
be on a first-come, first-served basis. If this contract is acceptable to the
Company, it is requested that the Company sign the form of acceptance below and
mail or deliver one of the counterparts hereof to the undersigned at its address
set forth below. This will become a binding contract between the Company and
the undersigned when such counterpart is so mailed or delivered by the Company.
Yours very truly,
______________________________
By: __________________________
(Signature)
__________________________
(Name and Title)
__________________________
(Address)
Accepted, __________, 199_
CAMPBELL SOUP COMPANY
By: ______________________
Name:
Title:
3
<PAGE>
EXHIBIT 4(a)
_________________________________________
CAMPBELL SOUP COMPANY
________
INDENTURE
Dated as of , 1996
________
BANKERS TRUST COMPANY,
Trustee
_________________________________________
<PAGE>
CAMPBELL SOUP COMPANY
CROSS-REFERENCE TABLE*
<TABLE>
<CAPTION>
Trust Indenture Act Section Indenture Section
- --------------------------- -----------------
<S> <C>
(S)310(a)(1).......................................... 609
(a)(2).............................................. 609
(a)(3).............................................. Not Applicable
(a)(4).............................................. Not Applicable
(b)................................................. 608
610(a) and 610(e)
(c)................................................. Not Applicable
(S)311(a)............................................. 613(a) and 613(c)
(b)(2).............................................. 703(a)(2)
703(b)
(c)................................................. Not Applicable
(S)312(a)............................................. 701
702(a)
(b)................................................. 702(b)
(c)................................................. 702(c)
(S)313(a)............................................. 703(a)
(b)................................................. 703(b)
(c)................................................. 703(a), 703(b)
(d)................................................. 703(d)
(S)314(a)............................................. 704
(b)................................................. Not Applicable
(c)(1).............................................. 102
(c)(2).............................................. 102
(c)(3).............................................. Not Applicable
(d)................................................. Not Applicable
(e)................................................. 102
(S)315(a)............................................. 601(a)
(b)................................................. 602
703(a)(6)
(c)................................................. 601(b)
(d)................................................. 601(c)
(d)(1).............................................. 601(c)(1)
(d)(2).............................................. 601(c)(2)
(d)(3).............................................. 601(c)(3)
(e)................................................. 514
(S)316(a)............................................. 101
(a)(1)(A)........................................... 502
512
(a)(1)(B)........................................... 513
(a)(2).............................................. Not Applicable
(b)................................................. 508
(S)317(a)(1).......................................... 503
(a)(2).............................................. 504
(b)................................................. 1003
(S)318(a)............................................. 107
</TABLE>
__________________________
*NOTE: This cross- Reference Table is not part of the Indenture.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION................. 1
SECTION 1.1 Definitions.......................................... 1
Act.............................................................. 2
Affiliate........................................................ 2
Attributable Debt................................................ 2
Authenticating Agent............................................. 2
Authorized Newspaper............................................. 2
Authorized Officer............................................... 2
Bearer Security.................................................. 3
Board of Directors............................................... 3
Board Resolution................................................. 3
Book-Entry Security.............................................. 3
Business Day..................................................... 3
Capital Stock.................................................... 3
CEDEL S.A........................................................ 3
Commission....................................................... 3
Common Depository................................................ 3
Company.......................................................... 4
Company Request and Company Order................................ 4
Consolidated Net Assets.......................................... 4
Corporate Trust Office........................................... 4
coupon........................................................... 4
Defaulted Interest............................................... 4
Depository....................................................... 4
Dollar........................................................... 4
Euroclear........................................................ 4
Event of Default................................................. 4
Exchange Date.................................................... 4
Funded Debt...................................................... 4
Holder........................................................... 5
Indenture........................................................ 5
interest......................................................... 5
Interest Payment Date........................................... 5
Judgment Currency................................................ 5
Maturity......................................................... 5
Officers' Certificate............................................ 5
Opinion of Counsel............................................... 5
Original Issue Discount Security................................. 5
Outstanding...................................................... 5
Paying Agent..................................................... 7
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Person........................................................... 7
Place of Payment................................................. 7
Predecessor Security............................................. 7
Principal Property............................................... 7
Realty Subsidiary................................................ 7
Redemption Date.................................................. 7
Redemption Price................................................. 8
Registered Security.............................................. 8
Regular Record Date.............................................. 8
Required Currency................................................ 8
Responsible Office............................................... 8
Restricted Subsidiary............................................ 8
Securities....................................................... 8
Security Register and Security Registrar......................... 8
Special Record Date.............................................. 8
Stated Maturity.................................................. 8
Subsidiary....................................................... 9
Trustee.......................................................... 9
Trust Indenture Act.............................................. 9
United States.................................................... 9
United States Alien.............................................. 9
U.S. Government Obligations...................................... 9
Voting Stock..................................................... 9
SECTION 1.2 Compliance Certificates and Opinions................ 10
SECTION 1.3 Form of Documents Delivered to Trustee.............. 10
SECTION 1.4 Acts of Holders..................................... 11
SECTION 1.5 Notices, Etc., to Trustee and Company............... 14
SECTION 1.6 Notice to Holders; Waiver........................... 14
SECTION 1.7 Language of Notices, Etc............................ 15
SECTION 1.8 Conflict with Trust Indenture Act................... 15
SECTION 1.9 Effect of Headings and Table of Contents............ 15
SECTION 1.10 Successors and Assigns.............................. 15
SECTION 1.11 Separability Clause................................. 16
SECTION 1.12 Benefits of Indenture............................... 16
SECTION 1.13 Governing Law....................................... 16
SECTION 1.14 Legal Holidays...................................... 16
SECTION 1.15 Judgment Currency................................... 16
SECTION 1.16 Immunity of Incorporators, Shareholders, Officer
Directors and Employees............................. 17
</TABLE>
ii
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ARTICLE II
SECURITY FORMS.................... 18
SECTION 2.1 Forms Generally..................................... 18
SECTION 2.2 Form of Trustee's Certificate of Authentication..... 19
SECTION 2.3 Securities in Global Form........................... 19
SECTION 2.4 Form of Legend for Book-Entry Securities............ 20
ARTICLE III
THE SECURITIES.................... 20
SECTION 3.1 Amount Unlimited; Issuable in Series............... 20
SECTION 3.2 Denominations...................................... 23
SECTION 3.3 Execution, Authentication, Delivery and Dating..... 23
SECTION 3.4 Temporary Securities............................... 26
SECTION 3.5 Registration, Registration of Transfer and Exchange 28
SECTION 3.6 Mutilated, Destroyed, Lost and Stolen Securities... 32
SECTION 3.7 Payment of Interest; Interest Rights Preserved..... 33
SECTION 3.8 Persons Deemed Owners.............................. 35
SECTION 3.9 Cancellation....................................... 36
SECTION 3.10 Computation of Interest............................ 37
SECTION 3.11 Electronic Security Issuance....................... 37
SECTION 3.12 CUSIP Numbers...................................... 37
ARTICLE IV
SATISFACTION AND DISCHARGE............. 37
SECTION 4.1 Satisfaction and Discharge of Indenture............. 37
SECTION 4.2 Application of Trust Money.......................... 39
SECTION 4.3 Discharge and Defeasance of Securities of any
Series.............................................. 39
ARTICLE V
REMEDIES........................ 41
SECTION 5.1 Events of Default.................................. 41
SECTION 5.2 Acceleration of Maturity; Rescission and
Annulment.......................................... 42
SECTION 5.3 Collection of Indebtedness and Suits for
Enforcement by Trustee............................. 43
SECTION 5.4 Trustee May File Proof of Claim.................... 44
SECTION 5.5 Trustee May Enforce Claims Without Possession of
Securities or Coupons.............................. 45
SECTION 5.6 Application of Money Collected..................... 45
SECTION 5.7 Limitation on Suits................................ 46
SECTION 5.8 Unconditional Right of Holders to Receive
Principal,Premium and Interest..................... 47
SECTION 5.9 Restoration of Rights and Remedies................. 47
SECTION 5.10 Rights and Remedies Cumulative..................... 47
SECTION 5.11 Delay or Omission Not Waiver....................... 47
SECTION 5.12 Control by Holders................................. 48
</TABLE>
iii
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SECTION 5.13 Waiver of Past Defaults............................ 48
SECTION 5.14 Undertaking for Costs.............................. 48
SECTION 5.15 Waiver of Stay or Extension Laws................... 49
ARTICLE VI
THE TRUSTEE...................... 49
SECTION 6.1 Certain Duties and Responsibilities................ 49
SECTION 6.2 Notice of Defaults................................. 50
SECTION 6.3 Certain Rights of Trustee.......................... 51
SECTION 6.4 Not Responsible for Recitals or Issuance of
Securities......................................... 52
SECTION 6.5 May Hold Securities................................ 52
SECTION 6.6 Money Held in Trust................................ 52
SECTION 6.7 Compensation and Reimbursement..................... 53
SECTION 6.8 Disqualification; Conflicting Interests............ 53
SECTION 6.9 Corporate Trustee Required; Eligibility............ 53
SECTION 6.10 Resignation and Removal; Appointment of Successor.. 54
SECTION 6.11 Acceptance of Appointment by Successor............. 55
SECTION 6.12 Merger, Conversion, Consolidation or Succession
to Business........................................ 56
SECTION 6.13 Preferential Collection of Claims Against Company.. 57
SECTION 6.14 Appointment of Authenticating Agent................ 57
ARTICLE VII
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY... 59
SECTION 7.1 Company to Furnish Trustee Names and Addresses
of Holders of Registered Securities................ 59
SECTION 7.2 Preservation of Information; Communications
to Holders......................................... 59
SECTION 7.3 Reports by Trustee................................. 61
SECTION 7.4 Reports by Company................................. 61
ARTICLE VIII
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 62
SECTION 8.1 Company May Consolidate, Etc., Only on Certain
Terms............................................... 62
SECTION 8.2 Successor Substituted.............................. 63
ARTICLE IX
SUPPLEMENTAL INDENTURES............... 63
SECTION 9.1 Supplemental Indentures Without Consent of
Holders........................................... 64
SECTION 9.2 Supplemental Indentures with Consent of Holders... 65
SECTION 9.3 Execution of Supplemental Indentures.............. 66
SECTION 9.4 Effect of Supplemental Indentures................. 66
SECTION 9.5 Conformity with Trust Indenture Act............... 66
SECTION 9.6 Reference in Securities to Supplemental
Indentures........................................ 66
</TABLE>
iv
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ARTICLE X
COVENANTS....................... 67
SECTION 10.1 Payment of Principal, Premium and Interest........ 67
SECTION 10.2 Maintenance of Office or Agency................... 67
SECTION 10.3 Money for Security Payments to Be Held in Trust... 68
SECTION 10.4 Restrictions on Secured Debt...................... 70
SECTION 10.5 Restrictions on Sales and Leasebacks.............. 72
SECTION 10.6 Statement as to Compliance........................ 73
SECTION 10.7 Corporate Existence............................... 73
SECTION 10.8 Waiver of Certain Covenants....................... 74
SECTION 10.9 Additional Amounts................................ 74
SECTION 10.10 Calculation of Original Issue Discount............ 75
ARTICLE XI
REDEMPTION OF SECURITIES................ 75
SECTION 11.1 Applicability of This Article...................... 75
SECTION 11.2 Election to Redeem; Notice to Trustee.............. 75
SECTION 11.3 Selection by Trustee of Securities to Be Redeemed.. 75
SECTION 11.4 Notice of Redemption............................... 76
SECTION 11.5 Deposit of Redemption Price........................ 77
SECTION 11.6 Securities Payable on Redemption Date.............. 77
SECTION 11.7 Securities Redeemed in Part........................ 78
ARTICLE XII
SINKING FUNDS..................... 79
SECTION 12.1 Applicability of Article........................... 79
SECTION 12.2 Satisfaction of Sinking Fund Payments with
Securities......................................... 79
SECTION 12.3 Redemption of Securities for Sinking Fund.......... 79
ARTICLE XIII
MEETINGS OF HOLDERS OF SECURITIES............. 80
SECTION 13.1 Purposes for Which Meetings May be Called.......... 80
SECTION 13.2 Call, Notice and Place of Meetings................. 80
SECTION 13.3 Persons Entitled to Vote at Meetings............... 81
SECTION 13.4 Quorum; Action..................................... 81
SECTION 13.5 Determination of Voting Rights; Conduct and
Adjournment of Meetings............................ 82
SECTION 13.6 Counting Votes and Recording Action of Meetings.... 83
EXHIBIT A. Form of Registered Security...................... A-1
EXHIBIT B. Form of Bearer Security.......................... B-1
EXHIBIT C. Forms of Certification...........................C-1-1
</TABLE>
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INDENTURE, dated as of September , 1996, from CAMPBELL SOUP COMPANY, a
New Jersey corporation (hereinafter called the "Company") having its principal
office at Campbell Place, Camden, New Jersey 08101-0391 to Bankers Trust
Company, a banking corporation duly incorporated and existing under the laws of
the State of New York (hereinafter called the "Trustee").
RECITALS OF THE COMPANY
The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (hereinafter called the
"Securities"), to be issued in one or more series as in this Indenture provided.
All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of a series thereof,
as follows:
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 1.1 Definitions.
For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:
(1) the terms defined in this Article have the meanings assigned to them
in this Article, and include the plural as well as the singular,
(2) all other terms used herein which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned
to them therein;
(3) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting
principles in the United States, and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles" with respect
to any computation required or permitted hereunder shall mean such
accounting principles which are generally accepted in the United States at
the date or time of such computation; and
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(4) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.
Certain terms, used principally in Article Six, are defined in that
Article.
"Act", when used with respect to any Holder, has the meaning specified
in Section 1.4.
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
"Attributable Debt" means, as to any particular lease under which any
Person is at the time liable and at any date as of which the amount thereof
is to be determined, the total net amount of rent required to be paid by
such Person under such lease during the remaining primary term thereof,
discounted from the respective due dates thereof to such date at the actual
percentage rate inherent in such arrangement as determined in good faith by
the Company. The net amount of rent required to be paid under any such
lease for any such period shall be the aggregate amount of the rent payable
by the lessee with respect to such period after excluding amounts required
to be paid on account of maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges. In the case of any lease
which is terminable by the lessee upon the payment of a penalty, such net
amount shall also include the amount of such penalty, but no rent shall be
considered as required to be paid under such lease subsequent to the first
date upon which it may be so terminated.
"Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.
"Authorized Newspaper" means a newspaper, in the English language or
in an official language of the country of publication, customarily
published on each Business Day, whether or not published on Saturdays,
Sundays or holidays, and of general circulation in the place in connection
with which the term is used or in the financial community of such place.
Where successive publications are required to be made in Authorized
Newspapers, the successive publications may be made in the same or in
different newspapers in the same city meeting the foregoing requirements
and in each case on any Business Day.
"Authorized Officer", when used with respect to the Company, means the
Chairman of the Board, the Vice Chairman of the Board, the President, the
chief financial officer, the
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chief legal officer, the Treasurer, a Deputy Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, the Secretary or an
Assistant Secretary of the Company.
"Bearer Security" means any Security substantially in the form for
Bearer Securities set forth in Exhibit B or established pursuant to Section
2.1 which is payable to bearer.
"Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.
"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification, and delivered to the Trustee.
"Book-Entry Security" means a Security bearing the legend specified in
Section 2.4, evidencing all or part of a series of Securities, issued to
the Depository for such series or its nominee, and registered in the name
of such Depository or such nominee. Book-Entry Securities shall not be
deemed to be securities in global form for purposes of Sections 2.1 and
2.3 and Article III of the Indenture.
"Business Day", when used with respect to any Place of Payment or any
other particular location referred to in the Indenture or in the
Securities, means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment
or other location are authorized or obligated by law or executive order to
close, unless otherwise specified for a particular series of Securities.
"Capital Stock", as applied to the stock of any corporation, means the
capital stock of every class whether now or hereafter authorized,
regardless of whether such capital stock shall be limited to a fixed sum or
percentage with respect to the rights of the holders thereof to participate
in dividends and in the distribution of assets upon the voluntary or
involuntary liquidation, dissolution or winding up of such corporation.
"CEDEL S.A." means CEDEL BANK, Societe Anonyme, or its successor.
"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of
1934, or if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it
under the Trust Indenture Act, then the body performing such duties at such
time.
"Common Depository" has the meaning specified in Section 3.4.
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"Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and
thereafter "Company" shall mean such successor Person.
"Company Request" and "Company Order" mean, respectively, a written
request or order signed in the name of the Company by two Authorized
Officers of the Company, and delivered to the Trustee.
"Consolidated Net Assets" means total assets after deducting therefrom
all current liabilities as set forth on the most recent balance sheet of
the Company and its consolidated subsidiaries and computed in accordance
with generally accepted accounting principles.
"Corporate Trust Office" means the office of the Trustee in the
Borough of Manhattan, the City of New York, New York, at which at any
particular time its corporate trust business shall be administered.
"coupon" means any interest coupon appertaining to a Bearer Security.
"Defaulted Interest" has the meaning specified in Section 3.7.
"Depository" means with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Book-
Entry Securities, the clearing agency registered under the Securities
Exchange Act of 1934, as amended, specified for that purpose contemplated
by Section 3.1.
"Dollar or $" means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the
payment of public and private debts.
"Euroclear" means the operator of the Euroclear System.
"Event of Default" has the meaning specified in Section 5.1.
"Exchange Date" has the meaning specified in Section 3.4.
"Funded Debt" means (i) all indebtedness for money borrowed having a
maturity of more than 12 months from the date as of which the determination
is made or having a maturity of 12 months or less but by its terms being
renewable or extendible beyond 12 months from such date at the option of
the borrower and (ii) rental obligations payable more than 12 months from
such date under leases which are capitalized in accordance with generally
accepted accounting principles (such rental obligations to be included as
Funded Debt at the amount so capitalized and to be included for the
purposes of the definition of Consolidated Net Assets both as an asset and
as Funded Debt at the amount so capitalized).
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"Holder" means in the case of a Registered Security the Person in
whose name the Security is registered in the Security Register and in the
case of a Bearer Security, or any related coupon, the bearer thereof.
"Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions
hereof and shall include the terms of a particular series of Securities
established as contemplated by Section 3.1.
"interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.
"Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.
"Judgment Currency" has the meaning specified in section 1.15.
"Maturity", when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes
due and payable as therein or, herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or
otherwise.
"Officers' Certificate" means a certificate signed by two Authorized
Officers of the Company and delivered to the Trustee.
"Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel to the Company or may be other counsel satisfactory
to the Trustee.
"Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable
upon a declaration of acceleration of the Stated Maturity thereof pursuant
to Section 5.2.
"Outstanding", when used with respect to Securities of all Series or
Securities of any series means, as of the date of determination, all such
Securities theretofore authenticated and delivered under this Indenture,
except:
(i) Such Securities theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;
(ii) Such Securities or portions thereof for whose payment or
redemption (a) money in the necessary amount has been theretofore
deposited in trust with the Trustee or any Paying Agent (other than the
Company) or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the
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<PAGE>
Holders of such Securities and any coupons appertaining thereto or (b) U.S.
Government Obligations as contemplated by Section 4.3 in the necessary
amount have been theretofore deposited in satisfaction of the requirements
of Section 4.3 with the Trustee (or another trustee satisfying the
requirements of Section 6.9) in trust for the Holders of such Securities
and any coupons thereto appertaining in accordance with Section 4.2;
provided that, if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made; and
(iii) Such Securities which have been paid pursuant to Section
3.6 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture other than any such
Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Securities are held by a bona
fide purchaser in whose hands such Securities are valid obligations of the
Company;
provided, however, that in determining whether the Holders of the requisite
principal amount of such Outstanding Securities have given any request, demand,
authorization direction, notice, consent or waiver hereunder or whether a quorum
is present at a meeting of Holders of such Securities, (i) the principal amount
of an Original Issue Discount Security that shall be deemed to be Outstanding
shall be the amount of the principal thereof that would be due and payable as of
the date of such determination upon acceleration of the Stated Maturity thereof
pursuant to Section 5.2, (ii) the principal amount of Securities denominated in
more than one currency (including composite currencies) shall be the U.S. Dollar
equivalent (determined, unless otherwise provided as contemplated by Section
3.1, on the basis of the spot rate of exchange, on the date of such
determination, for any currency other than Dollars as determined by the Company
or by an authorized exchange rate agent and evidenced to the Trustee by an
Officers' Certificate) of the principal amount (or, in the case of an Original
Issue Discount Security, the U.S. Dollar equivalent on the date of such
determina tion of the amount determined as provided in (i) above) of such
Securities, and (iii), Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, or upon any such
determination as to the presence of a quorum only Securities which the Trustee
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor. For purposes of clause (ii) above, an exchange rate agent may be
authorized in advance or from time to time by the Company, and may be the
Trustee. Any such determination by the Company or by any such exchange rate
agent shall be conclusive and binding on all Holders of Securities and related
coupons, if any, and the
6
<PAGE>
Trustee, and neither the Company nor such exchange rate agent shall be
liable therefor in the absence of bad faith; and
Paying Agent" means any Person (including the Company) authorized by
the Compa ny to pay the principal of (and premium, if any) or interest, if
any, on any Securities on behalf of the Company.
"Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.
"Place of Payment", when used with respect to any series of Securities
or any coupons, means the place or places where, subject to the provisions
of Section 10.2, the principal of (and premium, if any) and interest, if
any, on the Securities of that series are payable as specified as
contemplated by Section 3.1.
"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by
such particular Security, and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.6 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security or the Security
to which the mutilated, destroyed, lost or stolen coupon appertains, as the
case may be, shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security or the Security to which the mutilated,
destroyed, lost or stolen coupon appertains, as the case may be.
"Principal Property" means (a) any manufacturing or processing plant
or warehouse owned at the date hereof or hereafter acquired by the Company
or any Restricted Subsidiary of the Company which is located within the
United States of America and the gross book value (including related land
and improvements thereon and all machinery and equipment included therein
without deduction of any depreciation reserves) of which on the date as of
which the determination is being made exceeds 2% of Consolidated Net
Assets, other than (i) any property which in the opinion of the Board of
Directors is not of material importance to the total business conducted by
the Company as an entirety or (ii) any portion of a particular property
which is similarly found not to be of material importance to the use or
operation of such property.
"Realty Subsidiary" means a Subsidiary of the Company engaged
primarily in the development and sale or financing of real property.
"Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.
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"Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture (including any premium with respect thereto).
"Registered Security" means any Security substantially in the form for
Registered Securities set forth in Exhibit A or established pursuant to
Section 2.1 which is registered in the Security Register.
"Regular Record Date" for the interest payable on any Interest Payment
Date on the Registered Securities of any series means the date specified
for that purpose as contemplated by Section 3.1.
"Required Currency" has the meaning specified in Section 1.15.
"Responsible Officer", when used with respect to the Trustee, means
any officer within the Corporate Trust and Agency Group (or any successor
group of the Trustee) including any vice president, assistant vice
president, assistant treasurer, assistant secretary or any other officer or
assistant officer of the Trustee customarily performing functions similar
to those performed by the persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred at the
Trustee's principal Corporate Trust Office because of his knowledge of and
familiarity with the particular subject.
"Restricted Subsidiary" means a Subsidiary of the Company (i)
substantially all the property of which is located, or substantially all
the business of which is carried on, within the United States of America
and (ii) which owns a Principal Property, but does not include a Realty
Subsidiary.
"Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.
"Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.5.
"Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of any series means a date fixed by the Trustee
pursuant to Section 3.7.
"Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date
specified in such Security or a coupon representing such installment of
interest as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable .
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"Subsidiary" means any corporation more than 50% of the outstanding Voting
Stock of which at the time of determination is owned, directly or indirectly, by
the Company and/or one or more other Subsidiaries.
"Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series.
"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
and as it may be further amended from time to time.
"United States" means the United States of America (including the States
and the District of Columbia), its territories and possessions and other areas
subject to its jurisdiction.
"United States Alien" means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.
"U.S. Government Obligations" means securities which are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such obligation evidenced by such depository receipt or a
specific payment of interest on or principal of any such obligation held by such
custodian for the account of the holder of a depository receipt; provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the obligation set forth in
(i) or (ii) above or the specific payment of interest on or principal of such
obligation evidenced by such depository receipt.
"Voting Stock" means Capital Stock of a corporation of the class or classes
having general voting power under ordinary circumstances to elect at least a
majority of the board of directors, managers or trustees of such corporation
(irrespective of whether or not at the
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time stock of any other class or classes shall have or might have voting power
upon the occurrence of any contingency).
SECTION 1.2 Compliance Certificates and Opinions.
Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.
Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:
(1) a statement that each individual signing such certificate or
opinion has read such condition or covenant and the definitions herein
relating thereto;
(2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;
(3) a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such condition or covenant
has been complied with; and
(4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.
SECTION 1.3 Form of Documents Delivered to Trustee.
In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.
Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel,
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unless such officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous.
Any such certificate or Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or representations
by, an Authorized Officer or Authorized Officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.
Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.
SECTION 1.4 Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
If Securities of a series are issuable as Bearer Securities, any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders of such series may,
alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
Thirteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record, or both, are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent or
proxy, or of the holding by any Person of a Security, shall be sufficient for
any purpose of this Indenture and (subject to Section 6.1) conclusive in favor
of the Trustee and the Company and any agent of the Company, if made in the
manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 13.6.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the
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execution thereof. Where such execution is by an officer of a corporation or
association or a member of a partnership, or an official of a public or
governmental body, on behalf of such corporation, association, partnership or
public or governmental body or by a fiduciary, such certificate or affidavit
shall also constitute sufficient proof of his authority. The fact and date of
the execution by any Person of any such instrument or writing, or the authority
of the Person executing the same, may also be proved in any other manner which
shall be satisfactory to the Trustee.
(c) The principal amount and serial numbers of Registered Securities held
by any Person, and the date of holding the same, shall be proved by the Security
Register.
(d) The principal amount and serial numbers of Bearer Securities held by
any Person, and the date of holding the same, may be proved by the production of
such Bearer Securities or by a certificate executed, by any trust company, bank,
banker or other depositary, as depositary, wherever situated, if such
certificate shall be satisfactory to the Trustee, showing that at the date
therein mentioned such Person had on deposit with such depositary, or exhibited
to it, the Bearer Securities therein described; or such facts may be proved by
the certificate or affidavit of the Person holding such Bearer Securities, if
such certificate or affidavit shall be satisfactory to the Trustee. The Trustee
and the Company may assume that such ownership of any Bearer Security continues
until (1) another certificate or affidavit bearing a later date issued in
respect of the same Bearer Security is produced, or (2) such Bearer Security is
produced to the Trustee by some other Person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4) such Bearer Security
is no longer Outstanding. The principal amount and serial numbers of Bearer
Securities held by any Person, and the date of holding the same, may also be
proved in any other manner which shall be satisfactory to the Trustee.
(e) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Security shall bind every future Holder of
the same Security and the Holder of every Security issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Security.
(f) With respect to the Securities of any Series, upon receipt by the
Trustee of (i) any written notice directing the time, method or place of
conducting any proceeding or exercising any trust or power pursuant to Section
5.12 with respect to Securities of such series or (ii) any written demand,
request or notice with respect to any matter on which the Holders of Securities
of such series are entitled to act under this Indenture, in each case from
Holders of less than, or proxies representing less than, the requisite principal
amount of Outstanding Securities of such series entitled to give such demand,
request or notice, the Trustee shall establish a record date for determining
Holders of Outstanding Securities of such series entitled to join in such
demand, request or notice, which record date shall be the
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close of business on the day the Trustee received such demand, request or
notice. The Holders on such record date, or their duly designated proxies, and
only such Persons, shall be entitled to join in such demand, request or notice
whether or not such Holders remain Holders after such record date; provided,
however, that unless the Holders of the requisite principal amount of
Outstanding Securities of such series shall have joined in such demand, request
or notice prior to the day which is the ninetieth day after such record date,
such demand, request or notice shall automatically and without further action by
any Holder be cancelled and of no further effect. Nothing in this paragraph
shall prevent a Holder, or a proxy of a Holder, from giving, (i) after the
expiration of such 90-day period, a new demand, request or notice identical to a
demand, request or notice which has been cancelled pursuant to the proviso to
the preceding sentence or (ii) during any such 90-day period, a new demand,
request or notice which has been cancelled pursuant to the proviso to the
preceding sentence or (iii) during any such 90-day period, a new demand, request
or notice contrary to or different from such demand, request or notice, in any
of which events a new record date shall be established pursuant to the
provisions of this clause.
(g) The Company may set any day as the record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to give
or take any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given or taken by
Holders of Securities of such series. With regard to any record date set
pursuant to this paragraph, the Holders of Outstanding Securities of the
relevant series on such record date (or their duly appointed agents), and only
such Persons, shall be entitled to give or take the relevant action, whether or
not such Holders remain Holders after such record date. With regard to any
action that may be given or taken hereunder only by Holders of a requisite
principal amount of Outstanding Securities of any series (or their duly
appointed agents) and for which a record date is set pursuant to this paragraph,
the Company may, at its option, set an expiration date after which no such
action purported to be given or taken by any Holder shall be effective hereunder
unless given or taken on or prior to such expiration date by Holders of the
requisite principal amount of Outstanding Securities of such series on such date
(or their duly appointed agents). On or prior to any expiration date set
pursuant to this paragraph, the Company may, on one or more occasions at its
option, extend such date to any later date. Nothing in this paragraph shall
prevent any Holder (or any duly appointed agent thereof) from giving or taking,
after any expiration date, any action identical to, or, at any time, contrary to
or different from, any action, given or taken, or purported to have been given
or taken, hereunder by a Holder on or prior to such date, in which event the
Company may set a record date in respect thereof pursuant to this paragraph.
Notwithstanding the foregoing or the Trust Indenture Act, the Company shall not
set a record date for, and the provisions of this paragraph shall not apply with
respect to, any action to be given or taken by Holders pursuant to Section 5.1,
5.2 or 5.12.
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SECTION 1.5 Notices, Etc., to Trustee and Company.
Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,
(1) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee at its Corporate Trust Office, which, as of the date
of this Indenture, is Corporate Trust and Agency Group, Bankers Trust
Company, 4 Albany Street, New York, New York 10006; provided, however, that
such instrument will be considered properly given if submitted by
facsimile, or
(2) the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to the Company
addressed to it at the address of its principal office specified in the
first paragraph of this instrument, to the attention of the Corporate
Secretary or at any other address previously furnished in writing to the
Trustee by the Company; provided, however, that such instrument will be
considered properly given if submitted by facsimile.
SECTION 1.6 Notice to Holders; Waiver.
Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of any event,
(1) such notice shall be sufficiently given to Holders of Registered
Securities if in writing and mailed, first-class postage prepaid, to each
Holder of a Registered Security affected by such event, at his address as
it appears in the Security Register, not later than the latest date, and
not earlier than the earliest date, prescribed for the giving of such
notice;
(2) such notice shall be sufficiently given to Holders of Bearer
Securities if published in an Authorized Newspaper in the City of New York
and in such other city or cities as may be specified in such Securities on
a Business Day at least once, the first such publication to be not earlier
than the earliest date, and not later than the latest date, prescribed for
the giving of such notice.
If, by reason of the suspension of regular mail service, it shall be
impracticable to mail notice of any event to Holders of Registered Securities
when such notice is required to be given pursuant to any provision of this
Indenture, then such manner of giving such notice as shall be acceptable to the
Trustee shall constitute sufficient giving of such notice. In any case where
notice to Holders of Registered Securities is given by mail, neither the
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failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder of a Registered Security shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the sufficiency
of any notice with respect to Holders of Bearer Securities given as provided
herein.
If, by reason of the suspension of publication of any Authorized Newspaper
or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
in a manner satisfactory to the Trustee shall constitute sufficient notice to
such Holders for every purpose hereunder. Neither the failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice to Holders
of Registered Securities given as provided herein.
Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.
SECTION 1.7 Language of Notices, Etc.
Any request, demand, authorization, direction, notice, consent, waiver, Act
of Holders or other document required or permitted under this Indenture shall be
in the English language, except that any published notice may be in an official
language of the country of publication.
SECTION 1.8 Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control.
SECTION 1.9 Effect of Headings and Table of Contents.
The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.
SECTION 1.10 Successors and Assigns.
All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.
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SECTION 1.11 Separability Clause.
In case any provision in this Indenture or the Securities or coupons 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 1.12 Benefits of Indenture.
Nothing in this Indenture or the Securities or coupons, expressed or
implied, shall give to any Person, other than the parties hereto, their
successors hereunder and the Holders of Securities or coupons, any benefit or
any legal or equitable right, remedy or claim under this Indenture.
SECTION 1.13 Governing Law.
This Indenture and the Securities and any coupons shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to the conflicts of laws provisions thereof.
SECTION 1.14 Legal Holidays.
In any case where any Interest Payment Date, Redemption Date, sinking fund
payment date or Stated Maturity or Maturity of any Security shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of the Securities or coupons other than a provision in the
Securities of any series which specifically states that such provision shall
apply in lieu of this Section) payment of principal (and premium, if any) or
interest, if any, need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity or Maturity, provided that no interest shall
accrue on the amount so payable for the period from and after such Interest
Payment Date, Redemption Date, Stated Maturity or Maturity, as the case may be
to such succeeding business day.
SECTION 1.15 Judgment Currency.
The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due on the Securities of any series
from the currency in which such sum is payable in accordance with the terms of
such Securities (the "Required Currency") into a currency in which a judgment
will be rendered (the "Judgment Currency"), the rate of exchange used shall be
the rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the New York Banking Day preceding that on which a final
unappealable
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judgment is rendered and (b) its obligations under this Indenture to make
payments in the Required Currency (i) shall not be discharged or satisfied by
any tender, or any recovery pursuant to any judgment (whether or not entered in
accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture. For purposes of the foregoing, "New York Banking
Day" means any day except a Saturday, Sunday or a legal holiday in The City of
New York or a day on which banking institutions in The City of New York are
authorized or required by law or executive order to close.
SECTION 1.16 Immunity of Incorporators, Shareholders, Officers, Directors
and Employees.
(a) No recourse under or upon any obligation, covenant or agreement of
this Indenture, or of any Security, or for any claim based thereon or otherwise
in respect thereof, shall be had against any incorporator, shareholder, officer,
director or employee, as such, past, present or future, of the Company or of any
successor corporation, either directly or through the Company, 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
Indenture and the obligations issued hereunder are solely corporate obligations
of the Company, and that no such personal liability whatever shall attach to, or
is or shall be incurred by, the incorporators, shareholders, officers, directors
or employees, as such, of the Company or of any successor corporation, or any of
them, because of the creation of the indebtedness hereby authorized, or under or
by reason of the obligations or agreements contained in this Indenture or in any
of the Securities or implied therefrom; and that any and all such personal
liability, either at common law or in equity or by constitution or statute, of,
and any and all such rights and claims against, every such incorporator,
shareholder, officer, director or employee, as such, because of the creation of
the indebtedness hereby authorized, or under or by reason of the obligations or
agreements contained in this Indenture or in any of the Securities or implied
therefrom, are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of such
Securities.
(b) All payments of interest and other amounts, if any, to be made by the
Trustee hereunder shall be made only from the money deposited with the Trustee
and only to the extent that the Trustee shall have sufficient income or proceeds
to make such payments in accordance with the terms of this Indenture, and each
holder hereof, by its acceptance of a Security, agrees that it will look solely
to the income and proceeds deposited by the Company with the Trustee to the
extent available for distribution to the holder thereof
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as provided and that the Trustee is not personally liable in any manner to the
holder hereof for any amounts payable or any liability under this Indenture of
any Security.
ARTICLE II
SECURITY FORMS
SECTION 2.1 Forms Generally.
The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series and related coupons, if any, shall be in
substantially the form set forth in Exhibit A and Exhibit B to this Indenture,
respectively, or in such other form (including temporary or permanent global
form) as shall be established in one or more indentures supplemental hereto or
approved from time to time by or pursuant to a Board Resolution in accordance
with Section 3.1, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities and coupons, if any, as
evidenced by their execution of the Securities and coupons, if any. If the
forms of Securities and coupons, if any, of any series (or the form of any such
temporary or permanent global Security) are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.3 for the authentication and delivery of such
Securities or coupons (or any such temporary or permanent global Security).
Unless otherwise provided as contemplated by Section 3.1 with respect to
any series of Securities, the Securities of each series shall be issuable in
registered form without coupons. If so provided as contemplated by Section 3.1,
the Securities of a series also shall be issuable in bearer form, with interest
coupons, if any, attached.
The definitive Securities and coupons, if any, shall be printed,
lithographed or engraved or produced by any combination of these methods on
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities and coupons, if any, as
evidenced by their execution of such Securities and coupons, if any.
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SECTION 2.2 Form of Trustee's Certificate of Authentication.
The Trustee's certificate of authentication shall be in substantially the
following form:
This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.
BANKERS TRUST COMPANY, as Trustee
By_______________________________________________________
Authorized Signatory
SECTION 2.3 Securities in Global Form.
If Securities of a series are issuable in global form, as specified as
contemplated by Section 3.1, then, notwithstanding clause (8) of Section 3.1 and
the provisions of Section 3.2, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities represented thereby may from time to time be reduced to reflect
exchanges. Any endorsement of a Security in global form to reflect the amount,
or any decrease in the amount, of Outstanding Securities represented thereby
shall be made by the Trustee in such manner and upon instructions given by such
Person or Persons as shall be specified therein or in the Company Order to be
delivered to the Trustee pursuant to Section 3.3 or Section 3.4. Subject to the
provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall
deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.3 or 3.4 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 1.2 and need not be
accompanied by an Opinion of Counsel.
The provisions of the last sentence of Section 3.3 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 1.2 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 3.3.
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Notwithstanding the provisions of Sections 2.1 and 3.7, unless otherwise
specified as contemplated by Section 3.1, payment of principal of (and premium,
if any) and interest, if any, on any Security in permanent global form shall be
made to the Person or Persons specified therein.
Notwithstanding the provisions of Section 3.8 and except as provided in the
preceding paragraph, the Company, the Trustee and any agent of the Company and
the Trustee shall treat a Person as the Holder of such principal amount of
Outstanding Securities represented by a permanent global Security as shall be
specified in a written statement of the Holder of such permanent global Security
or, in the case of a permanent global Security in bearer form, of Euroclear or
CEDEL S.A., which is produced to the Trustee by such Person.
SECTION 2.4 Form of Legend for Book-Entry Securities.
Any Book-Entry Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:
If a Book-Entry Security -- "This Security is a Book-Entry Security within
the meaning of the Indenture hereinafter referred to and is registered in the
name of a Depository or a nominee of a Depository. This Security is
exchangeable for Securities registered in the name of a Person other than the
Depository or its nominee only in the limited circumstances described in the
Indenture, and no transfer of this Security (other than a transfer of this
Security as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the
Depository) may be registered except in such limited circumstances."
ARTICLE III
THE SECURITIES
SECTION 3.1 Amount Unlimited; Issuable in Series.
The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.
The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and, subject to Section 3.3,
set forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities);
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(2) any limit upon the aggregate principal amount of the Securities
of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any
Securities which, pursuant to Section 3.3 are deemed never to have been
authenticated and delivered hereunder);
(3) the date or dates, or the method by which such date or dates will
be determined or extended, on which the principal of the Securities of the
series is payable;
(4) the rate or rates (which may be fixed or floating) at which the
Securities of the series shall bear interest, if any, the date or dates
from which such interest shall accrue, the Interest Payment Dates on which
such interest shall be payable and the Regular Record Date for the interest
payable on Registered Securities on any Interest Payment Date or the
formula or method by which such rate or rates, or date or dates may be
determined;
(5) the place or places where, subject to the provisions of Section
10.2, the principal of (and premium, if any) and interest, if any, on
Securities of the series shall be payable, any Registered Securities of the
series may be surrendered for registration of transfer, Securities of the
series may be surrendered for exchange and notices and demands to or upon
the Company in respect of the Securities of the series and this Indenture
may be served;
(6) the period or periods within which, the price or prices at which
and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company;
(7) the obligation, if any, of the Company to redeem or purchase
Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods
within which, the price or prices at which and the terms and conditions
upon which Securities of the series shall be redeemed or purchased, in
whole or in part, pursuant to such obligation;
(8) the denominations in which any Registered Securities of the
series shall be issuable, if other than denominations of $1,000 and any
integral multiple thereof, and the denomination or denominations in which
any Bearer Securities of the series shall be issuable, if other than the
denomination of $5,000;
(9) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the Stated Maturity thereof pursuant to
Section 5.2;
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(10) any paying agents, transfer agents, registrars or any other
agents with respect to the Securities of the series;
(11) the currency or currencies, including composite currencies, in
which payment of the principal of (and premium, if any) and interest, if
any, on such Securities shall be payable if other than the currency of the
United States;
(12) if the principal of (and premium, if any), or interest, if any,
on such Securities are to be payable, at the election of the Company or any
Holder thereof, in a coin or currency or currencies, including composite
currencies, other than that or those in which such Securities are stated to
be payable, the coin or currency or currencies, including composite
currencies, in which payment of the principal of (and premium, if any), or
interest, if any, on Securities of such series as to which such election is
made shall be payable, and the period or periods within which, and the
terms and conditions upon which, such election may be made;
(13) if such Securities are to be denominated in more than one
currency, including composite currencies, the basis of determining the
equivalent price in the currency of the United States;
(14) if the amount of payments of principal of (and premium, if any),
or portions thereof, or interest, if any, on such Securities may be
determined with reference to an index, formula or other method, the manner
in which such amounts shall be determined;
(15) whether Securities of the series are to be issuable as Registered
Securities, Bearer Securities or both, whether any Securities of the series
are to be issuable initially in temporary global form and whether any
Securities of the series are to be issuable in permanent global form and,
if so, whether beneficial owners of interests in any such permanent global
Security may exchange such interests for Securities of such series and of
like tenor of any authorized form and denomination and the circumstances
under which any such exchanges may occur, if other than in the manner
provided in Section 3.5;
(16) the applicability of Section 4.3 of this Indenture to the
Securities of such series;
(17) any deletions from, modifications of or additions to the Events
of Default or covenants of the Company with respect to Securities of the
series, whether or not such Events of Default or covenants are consistent
with the Events of Default or covenants, as the case may be, set forth
herein;
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(18) whether the Securities of the series shall be issued upon
original issuance in whole or in part in the form of one or more Book-Entry
Securities and, in such case (a) the Depository with respect to such Book-
Entry Security or Securities; and (b) the circumstances under which any
such Book-Entry Security may be exchanged for Securities registered in the
name of, and any transfer of such Book-Entry Security may be registered to,
a Person other than such Depository or its nominee, if other than as set
forth in Section 3.5; and
(19) any other terms of or provisions applicable to the series (which
terms and provisions shall not be inconsistent with the provisions of this
Indenture).
All Securities of any one series and any coupons appertaining thereto shall
be substantially identical except, in the case of Registered Securities, as to
denomination and except in the case of any series of Securities, as may
otherwise be provided in or pursuant to such Board Resolution referred to above
and (subject to Section 3.3) set forth in such Officers' Certificate or in any
such indenture supplemental hereto. All Securities of one series need not be
issued at the same time and, unless otherwise provided, a series may be reopened
for issuances of additional Securities of such series. Securities may differ
between series in respect of any matters.
If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the Securities of such series.
SECTION 3.2 Denominations.
Unless otherwise provided as contemplated by Section 3.1 with respect to
the Securities of any series, any Registered Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof and any
Bearer Securities of such series shall be issuable in the denomination of
$5,000.
SECTION 3.3 Execution, Authentication, Delivery and Dating.
The Securities shall be executed on behalf of the Company by its chairman
of the board, its president, its chief financial officer, its treasurer or its
deputy treasurer under its corporate seal reproduced thereon attested by its
secretary or one of its assistant secretaries. The signature of any of these
officers on the Securities may be manual or facsimile. Coupons shall bear the
facsimile signature of the treasurer, deputy treasurer or any assistant
treasurer of the Company.
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Securities and coupons bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstand ing that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of such Securities
or did not hold such offices at the date of such Securities.
At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series, together with any
coupons appertaining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided, further,
that a Bearer Security may be delivered in connection with its original issuance
only if the Person entitled to receive such Bearer Security shall have furnished
a certificate in the form set forth in Exhibit C-1 to this Indenture, dated no
earlier than 15 days prior to the earlier of the date on which such Bearer
Security is delivered and the date on which any temporary global Security first
becomes exchangeable for such Bearer Security in accordance with the terms of
such temporary global Security and this Indenture. If any Security shall be
represented by a permanent global Bearer Security, then, for purposes of this
Section and Section 3.4, the notation of a beneficial owner's interest therein
upon original issuance of such Security or upon exchange of a portion of a
temporary global Security shall be deemed to be delivery in connection with its
original issuance of such beneficial owner's interest in such permanent global
Security. Except as permitted by Section 3.6, the Trustee shall not authenticate
and deliver any Bearer Security unless all appurtenant coupons for interest then
matured have been detached and cancelled.
If the forms or terms of the Securities of the series and any related
coupons have been established in or pursuant to one or more Board Resolutions as
permitted by Sections 2.1 and 3.1, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel
stating,
(a) if the forms of such Securities and any coupons have been
established by or pursuant to a Board Resolution as permitted by Section
2.1, that such forms have been established in conformity with the
provisions of this Indenture;
(b) if the terms of such Securities and any coupons have been
established by or pursuant to a Board Resolution as permitted by Section
3.1, that such terms have been established in conformity with the
provisions of this Indenture; and
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(c) that such Securities, together with any coupons appertaining
thereto, when authenticated and delivered by the Trustee and issued by the
Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally binding obligations
of the Company, enforceable in accordance with their terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting the enforcement of
creditors' rights and to general equity principles. If such forms or terms
have been so established, the Trustee shall not be required to authenticate
such Securities if the issue of such Securities pursuant to this Indenture
will affect the Trustee's own rights, duties or immunities under the
Securities and this Indenture or will otherwise affect the Trustee in a
manner which is not reasonably acceptable to the Trustee.
Notwithstanding the provisions of Section 3.1 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.
A Company Order delivered in the circumstances set forth in the preceding
paragraph may provide that Securities which are the subject thereof will be
authenticated and delivered by the Trustee on original issue from time to time
upon the telephonic or written order of persons designated in such Company Order
(telephonic instructions to be promptly confirmed in writing by such persons)
and that such persons are authorized to determine, consistent with the Officers'
Certificate referred to in Section 3.1 or any applicable supplemental indenture,
such terms and conditions of said Securities as are specified in such Company
Order, provided the foregoing procedure is acceptable to the Trustee.
Each Registered Security shall be dated the date of its authentication.
Each Bearer Security of a series shall be dated as of the date of the initial
issuance of Securities of such series.
No Security or any related coupon shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on
such Security, or the Security to which such coupon appertains, a certificate of
authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and that such Security and any related
coupon are entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for
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cancellation as provided in Section 3.9 together with a written statement (which
need not comply with Section 1.2 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.
SECTION 3.4 Temporary Securities.
Pending the preparation of definitive Securities of any series, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued, in
registered form or, if authorized, in bearer form with one or more coupons or
without coupons, and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities. In the case of Bearer
Securities of any series, such temporary Securities may be in global form,
representing all of the Outstanding Bearer Securities of such series. A
temporary Bearer Security shall be delivered only in compliance with the
conditions set forth in Section 3.3.
Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions of the following paragraphs), if
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company maintained pursuant to Section 10.2 in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Securities of any series (accompanied by any unmatured
coupons appertaining thereto) the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like aggregate principal amount
of definitive Securities of the same series and of like tenor of authorized
denominations; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and provided,
further, that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth in
Section 3.3. Until so exchanged the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.
If temporary Securities of any series are issued in global form, any such
temporary global Security shall, unless otherwise provided therein, be delivered
to the London office of a depository or common depository (the "Common
Depository"), for the benefit of Euroclear and CEDEL S.A., for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).
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Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security of a series (the "Exchange Date"), the Company shall deliver to the
Trustee definitive Securities of such series in aggregate principal amount equal
to the principal amount of such temporary global Security, executed by the
Company. On or after the Exchange Date, such temporary global Security shall be
surrendered by the Common Depository to the Trustee, as the Company's agent for
such purpose, to be exchanged, in whole or from time to time in part, for
definitive Securities of such series without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such temporary global
Security, a like aggregate principal amount of definitive Securities of the same
series of authorized denominations and of like tenor as the portion of such
temporary global Security to be exchanged; provided, however, that, unless
otherwise specified in such temporary global Security, upon such presentation by
the Common Depository, such temporary global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by Euroclear
as to the portion of such temporary global Security held for its account then to
be exchanged and a certificate dated the Exchange Date or a subsequent date and
signed by CEDEL S.A. as to the portion of such temporary global Security held
for its account then to be exchanged, each in the form set forth in Exhibit C.2
to this Indenture. The definitive Securities to be delivered in exchange for
any such temporary global Security shall be in bearer form, registered form,
permanent global bearer form or permanent global registered form, or any
combination thereof, as specified as contemplated by Section 3.1, and, if any
combination thereof is so specified, as requested by the beneficial owner
thereof; provided, however, that definitive Bearer Securities shall be delivered
in exchange for a portion of a temporary global Security only in compliance with
the requirements of Section 3.3.
Unless otherwise specified in such temporary global Security, the interest
of a beneficial owner of Securities of a series in a temporary global Security
shall be exchanged for definitive Securities of the same series and of like
tenor following the Exchange Date when the account holder instructs Euroclear or
CEDEL S.A., as the case may be, to request such exchange on his behalf and
delivers to Euroclear or CEDEL S.A., as the case may be, a certificate in the
form set forth in Exhibit C.1 to this Indenture, dated no earlier than 15 days
prior to the Exchange Date, copies of which certificate shall be available from
the offices of Euroclear and CEDEL S.A., the Trustee and each Paying Agent.
Unless otherwise specified in such temporary global Security, any such exchange
shall be made free of charge to the beneficial owners of such temporary global
Security, except that a Person receiving definitive Securities must bear the
cost of insurance, postage, transportation and the like in the event that such
Person does not take delivery of such definitive Securities in person at the
offices of Euroclear or CEDEL S.A. Definitive Securities in bearer form to be
delivered in exchange for any portion of a temporary global Security shall be
delivered only outside the United States.
Until exchanged in full as hereinabove provided, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive
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Securities of the same series and of like tenor authenticated and delivered
hereunder, except that, unless otherwise specified as contemplated by Section
3.1, interest payable on a temporary global Security on an Interest Payment
Date for Securities of such series occurring prior to the applicable Exchange
Date shall be payable to Euroclear and CEDEL S.A. on such Interest Payment Date
upon delivery by Euroclear and CEDEL S.A. to the Trustee of a certificate or
certificates in the form set forth in Exhibit C.3 to this Indenture, for credit
without further interest on or after such Interest Payment Date to the
respective accounts of the Persons who are the beneficial owners of such
temporary global Security on such Interest Payment Date and who have each
delivered to Euroclear or CEDEL S.A., as the case may be, a certificate in the
form set forth in Exhibit C.4 to this Indenture. Any interest so received by
Euroclear and CEDEL S.A. and not paid as herein provided shall be returned to
the Trustee immediately prior to the expiration of two years after such Interest
Payment Date in order to be repaid to the Company in accordance with Section
10.3.
SECTION 3.5 Registration, Registration of Transfer and Exchange.
The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency to be maintained by the Company in accordance with Section 10.2
being herein sometimes collectively referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Registered Securities and of transfers of
Registered Securities. The Trustee is hereby appointed "Security Registrar" for
the purpose of registering Registered Securities and transfers of Registered
Securities as herein provided.
Upon due surrender for registration of transfer of any Registered Security
of any series at the office or agency maintained pursuant to Section 10.2 for
such purpose in a Place of Payment for that series, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Registered Securities of the same
series, of any authorized denominations and of a like aggregate principal amount
and tenor.
At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Securities to be exchanged at such office or agency. Bearer Securities
may not be issued in exchange for Registered Securities.
At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Bearer Securities to be exchanged at any such office or agency, with all
unmatured coupons and all matured coupons in default thereto appertaining. If
the Holder of a Bearer Security is unable to pro-
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duce any such unmatured or matured coupon or coupons in default, such exchange
may be effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company in an amount equal to the face amount of such missing
coupon or coupons, or the surrender of such missing coupon or coupons may be
waived by the Company or jointly by the Company and the Trustee if there is
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to any Paying Agent any such missing coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that, except as otherwise
provided in Section 10.2, interest represented by coupons shall be payable only
upon presentation and surrender of those Coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in exchange
for a Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.
Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 3.1, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the beneficial owners of interest in a
permanent global Security are entitled to exchange such interests for Securities
of such series and of like tenor and principal amount of another authorized form
and denomination, as specified as contemplated by Section 3.1, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee
definitive Securities of that series in aggregate principal amount equal to
the principal amount of such permanent global Security, executed by the
Company. On or after the earliest date on which such interests may be so
exchanged, such permanent global Security shall be surrendered by the Common
Depository or such other depositary as shall be specified in the Company Order
with respect thereto to the Trustee as the Company's agent for such purpose, to
be exchanged, in whole or from time to time in part, for definitive Securities
of the same series without charge and the Trustee shall authenticate and
deliver, in exchange for each portion of such permanent global Security, a like
aggregate principal
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amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such permanent global Security to be
exchanged which, unless the Securities of the series are not issuable both as
Bearer Securities and as Registered Securities, as specified as contemplated by
Section 3.1, shall be in the form of Bearer Securities or Registered Securities,
or any combination thereof, as shall be specified by the beneficial owner
thereof, provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities
of that series to be redeemed and ending on the relevant Redemption Date; and
provided, further, that no Bearer Security delivered in exchange for a portion
of a permanent global Security (or, if specified as contemplated by Section 3.1,
in exchange for Registered Securities) shall be mailed or otherwise delivered to
any location in the United States. Promptly following any such exchange in part
and any endorsement thereon to reflect the amount represented by such exchange,
such permanent global Security shall be returned by the Trustee to the Common
Depository or such other depositary or Common Depository referred to above in
accordance with the instructions of the Company referred to above. If a
Registered Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of
such portion of such permanent global Security is payable in accordance with the
provisions of this Indenture.
Notwithstanding the foregoing and except as otherwise specified or
contemplated by Section 3.1, any Book-Entry Security shall be exchangeable
pursuant to this Section 3.5 or Sections 3.4, 9.6 and 11.7 for Securities
registered in the name of, and a transfer of a Book-Entry Security or any series
may be registered to, any Person other than the Depository for such Security or
its nominee only if (i) such Depository notifies the Company that it is
unwilling or unable to continue as Depository for such Book-Entry Security or if
at any time such Depository ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (ii) the Company executes and
delivers to the Trustee a Company Order that such Book-Entry Security shall be
so exchangeable and the transfer thereof so registerable or (iii) there shall
have occurred and be continuing an Event of Default, or an event which after
notice or lapse of time would be an Event of Default, with respect to the
Securities of such series. Upon the occurrence in respect of any Book-Entry
Security of any series of any one or more of the conditions specified in clauses
(i), (ii) or (iii) of the preceding sentence or such other conditions as may be
specified as contemplated by Section 3.1 for such series, such Book-Entry
Security may be exchanged for Securities registered in the names of, and the
transfer of such Book-Entry Security may be registered to, such Persons
(including Persons other than the Depository with respect to such series and its
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nominees) as such Depository shall direct. Notwithstanding any other provision
of this Indenture, any Security authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, any Book-Entry Security shall
also be a Book-Entry Security and shall bear the legend specified in Section 2.4
except for any Security authenticated and delivered in exchange for, or upon
registration of transfer of, Book-Entry Security pursuant to the preceding
sentence.
All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.
Every Registered Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee or
any transfer agent) be duly endorsed, or be accompanied by a written instrument
of transfer in form satisfactory to the Company, the Trustee and the Security
Registrar or any transfer agent duly executed, by the Holder thereof or his
attorney duly authorized in writing.
No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Sections 3.4, 9.6 or 11.7 not involving any transfer.
The Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before any selection of Securities of that series to be
redeemed and ending at the close of business on (A) if Securities of the series
are.issuable only as Registered Securities, the day of the mailing of the
relevant notice of redemption and (B) if Securities of the series are issuable
as Bearer Securities, the day of the first publication of the relevant notice of
redemption or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption, (ii) to register the transfer of or exchange any Registered Security
so selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part, or (iii) to exchange any Bearer Security so
selected for redemption except that such a Bearer Security may be exchanged for
a Registered Security of that series and like tenor, provided that such
Registered Security shall be simultaneously surrendered for redemption.
Notwithstanding anything in this Indenture or in the terms of a Security to
the contrary, the exchange of Bearer Securities for Registered Securities will
be subject to satisfaction of the provisions of the United States Federal income
tax laws in effect at the time of such exchange. None of the Company, the
Trustee or any Authenticating Agent of the Company or the Trustee (any of which,
other than the Company, shall rely on an
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Officers' Certificate and an Opinion of Counsel) shall be required to exchange
any Bearer Security for a Registered Security if as a result thereof and in the
Company's reasonable judgment, the Company would incur adverse consequences
under then applicable United States Federal income laws. No Registered Security
may be exchanged for a Bearer Security.
SECTION 3.6 Mutilated, Destroyed, Lost and Stolen Securities
If any mutilated Security or a Security with a mutilated coupon
appertaining thereto is surrendered to the Trustee, the Company shall execute,
and the Trustee shall authenticate and deliver in exchange therefor, a new
Security of the same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding, with coupons corresponding to the
coupons, if any, appertaining to the surrendered Security.
If there shall have been delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
or coupon, and (ii) such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security or coupon has been acquired by a bona fide purchaser,
the Company shall execute and upon its request the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security or in
exchange for the Security to which a destroyed, lost or stolen coupon appertains
(with all appurtenant coupons not destroyed, lost or stolen), a new Security of
the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.
In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security or coupon; provided,
however, that principal of (and premium, if any) and interest, if any, on Bearer
Securities shall, except as otherwise provided in Section 10.2, be payable only
at an office or agency located outside the United States; and provided, further,
that, unless otherwise specified as contemplated by Section 3.1 with respect to
any series of Securities, interest on Bearer Securities (but not any additional
amounts payable as provided in Section 10.9), shall be payable only upon
presentation and surrender of the coupons appertaining thereto.
Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.
Every new Security of any series with its coupons, if any, issued pursuant
to this Section in lieu of any destroyed, lost or stolen Security, or in
exchange for a Security to
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which a destroyed, lost or stolen coupon appertains, shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security and its coupons, if any, or the destroyed,
lost or stolen coupon shall be at any time enforceable by anyone, and any such
new Security and coupons, if any, shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series and their coupons, if any, duly issued hereunder.
The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or coupons.
SECTION 3.7 Payment of Interest; Interest Rights Preserved.
Unless otherwise specified as contemplated by Section 3.1 with respect to
any series of Securities, interest on any Registered Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest; provided, however that each installment of interest on any
Registered Security may at the Company's option be paid by (i) mailing a check
for such interest, payable to the Person entitled thereto pursuant to Section
3.8, to the address of such Person as it appears on the Security Register or
(ii) transfer to an account maintained by the payee inside the United States;
provided, however, that if payment is to be made pursuant to (ii) above, the
Trustee shall have received written wire instructions by no later than the
Regular Record Date preceding such Interest Payment Date.
Unless otherwise provided as contemplated by Section 3.1, every permanent
global Security or Book-Entry Security will provide that interest, if any,
payable on any Interest Payment Date will be paid to The Depository Trust
Company, Euroclear and/or CEDEL, as the case may be, with respect to that
portion of such permanent global Security held for its account by Cede & Co. or
the Common Depository, as the case may be, for the purpose of permitting such
party to credit the interest received by it in respect of such permanent global
Security or Book-Entry Security to the accounts of the beneficial owners
thereof.
Unless otherwise specified as contemplated by Section 3.1 with respect to
any series of Securities, any interest due on Bearer Securities on or before
Maturity shall be payable only upon presentation and surrender of the several
coupons for such interest installments as are evidenced thereby as severally
mature.
Notwithstanding the foregoing and unless otherwise provided as contemplated
by Section 3.1 with respect to the Securities of any series, payment of interest
may be made, in the case of a Bearer Security, by transfer to an account
maintained by the payee with a bank located outside the United States upon
surrender of the coupon for such payment.
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In case a Bearer Security of any series is surrendered in exchange for a
Registered Security of such series after the close of business (at an office or
agency in a Place of Payment for such series) on any Regular Record Date for
such Registered Security and before the opening of business (at such office or
agency) on the next succeeding Interest Payment Date, such Bearer Security shall
be surrendered without the coupon relating to such Interest Payment Date and
interest will not be payable on such Interest Payment Date in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.
Any interest on any Registered Security of any series which is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below.
(1) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each Registered Security of such series and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the
proposed pay ment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than 15 days
and not less than 10 days prior to the date of the proposed payment and not
less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor (i) to be mailed, first-class postage
prepaid, to each Holder of Registered Securities of such series at his
address as it appears in the Security Register, not less than 10 days prior
to such Special Record Date, and (ii) with respect to Bearer Securities of
such series, to be published as provided for in Section 1.6. The Trustee
may, in addition, in its discretion, in the name and at the expense of the
Company, cause a similar notice to be published at least once in a
newspaper published in the English language customarily published on each
Business Day and of general circulation in the Borough of Manhattan, the
City of New York, New York, but such publication shall not be a condition
precedent to the establishment
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of such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been mailed
as aforesaid, such Defaulted Interest shall be paid to the Persons in whose
names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the
following Clause (2).
(2) The Company may make payment of any Defaulted Interest on
the Registered Securities of any series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such
Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice is given by the Company to the Trustee of the
proposed payment pursuant to this Clause, such manner of payment shall be
deemed practicable by the Trustee.
Subject to the foregoing provisions of this Section and Section 3.5, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.
SECTION 3.8 Persons Deemed Owners.
Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered as the
owner of such Registered Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Sections 3.5 and 3.7)
interest, if any, on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.
Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security and the bearer of any coupon
as the absolute owner of such Bearer Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Bearer Security or coupon be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.
Except as provided in Section 3.5, owners of beneficial interests in a
Book-Entry Security shall not be entitled to have Securities represented by such
Book-Entry Security registered in their names, shall not receive or be entitled
to receive physical delivery of Securities in certificated form and shall not be
considered the Holders thereof for any purpose under this Indenture. Members or
participants in the Depository shall have no rights under this Indenture with
respect to any Book-Entry Security held on their behalf by
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the Depository, and such Depository may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the Holder of such Book-Entry
Security under this Indenture. Notwithstanding the foregoing, with respect to
any Book-Entry Security, nothing herein shall prevent the Company, the Trustee,
or any agent of the Company or the Trustee, from giving effect to any written
certification, proxy or other authorization furnished by the Depository, as a
Holder, with respect to such Book-Entry Security or impair, as between the
Depository and owners of beneficial interests in such Book-Entry Security, the
operation of customary practices governing the exercise of the rights of the
Depository (or its nominee) as Holder of such Book-Entry Security.
None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Book-Entry Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests or for the delivery
to any member of or participants in the Depository of any notice permitted or
required to be given to the Holders of the Securities under this Indenture.
SECTION 3.9 Cancellation.
All Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and such Securities and coupons shall be promptly
cancelled by the Trustee. The Company may at any time deliver to the Trustee
for cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities and coupons held by the Trustee shall be destroyed by the Trustee
unless other instructions are furnished to the Trustee by a Company Order.
Notwithstanding the foregoing, with respect to any Book-Entry Security,
nothing shall prevent the Company, the Trustee or any agent of the Company or
the Trustee, from giving effect to any written certification, proxy or other
authorization furnished by a Depository or impair, as between a Depository and
holders of beneficial interests in any Book-Entry Security, the operation of
customary practices governing the exercise of the rights of the Depository (or
its nominee) as Holder of such Book-Entry Security.
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SECTION 3.10 Computation of Interest.
Except as otherwise specified as contemplated by Section 3.1 for the
Securities of any series, interest, if any, on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.
SECTION 3.11 Electronic Security Issuance.
The Securities may, pursuant to a Board Resolution and Officers'
Certificate complying with Section 3.1 hereof, be issued by means of an
electronic issuance system. Any such Security issuance instructions may specify
the name, address and taxpayer identification number of the Holder, the
principal amount and Maturity of the Security, the interest rate to be borne by
the Security and any other terms not inconsistent with such Board Resolution and
Officers' Certificate. Nothing in this Section 3.11 shall be construed as
prohibiting the Company from issuing Securities by any means not inconsistent
with the provisions of this Indenture.
SECTION 3.12 CUSIP Numbers.
The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that a reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the CUSIP numbers.
ARTICLE IV
SATISFACTION AND DISCHARGE
SECTION 4.1 Satisfaction and Discharge of Indenture.
This Indenture shall upon Company Request cease to be of further effect
with respect to any series of Securities (except as to any surviving rights of
registration of transfer or exchange of Securities of such series herein
expressly provided for in the form of Security for such series and any right to
receive additional amounts, as provided in Section 10.9), and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when
(1) either
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(A) all Securities of such series theretofore authenticated and
delivered and all coupons, if any, appertaining thereto (other than (i)
coupons appertaining to Bearer Securities surrendered for exchange for
Registered Securities and maturing after such exchange, whose surrender is
not required or has been waived as provided in Section 3.5, (ii) Securities
of such series and coupons appertaining thereto which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section
3.6, (iii) coupons appertaining to Securities of such series called for
redemption and maturing after the relevant Redemption Date, whose surrender
has been waived as provided in Section 11.6 and (iv) Securities of such
series and coupons appertaining thereto for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust,
as provided in Section 10.3) have been delivered to the Trustee for
cancellation; or
(B) all such Securities of such series and, in the case of (i) or
(ii) below, any coupons appertaining thereto not theretofore delivered to
the Trustee for cancellation
(i) have become due and payable, or
(ii) will become due and payable at their Stated Maturity within
one year, or
(iii) are to be called for redemption within one year under
arrange ments satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the
Company,
and the Company, in the case of (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for the
purpose an amount sufficient to pay and discharge the entire indebtedness
on such Securities and coupons not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and interest, if any, to
the date of such deposit (in the case of Securities which have become due
and payable), or to the Stated Maturity or the Redemption Date, as the case
may be;
(2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company with respect to such series; and
(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that, with respect to such series,
all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture have been complied with.
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Notwithstanding the satisfaction and discharge of this Indenture with
respect to such series, the obligations of the Company to the Trustee with
respect to such series under Section 6.7, and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of clause (1) of this
Section, the obligations of the Trustee under Section 4.2 and the last paragraph
of Section 10.3, shall survive.
SECTION 4.2 Application of Trust Money.
Subject to the provisions of the last paragraph of Section 10.3, all money
deposited with the Trustee pursuant to Section 4.1, all money and U.S.
Government Obligations deposited with the Trustee (or a successor trustee
satisfying the requirements of Section 6.9) pursuant to Section 4.3 and all
money received by the Trustee in respect of U.S. Government Obligations
deposited with the Trustee pursuant to Section 4.4 shall be held in trust and
shall be applied by it, in accordance with the provisions of the series of
Securities and this Indenture, to the payment, either directly or through any
Paying Agent as the Trustee may determine, to the Persons entitled thereto, of
all sums due and to become due thereon in respect of the principal of (and
premium, if any,) and interest, if any, on the Securities for which payment such
money has been deposited with the Trustee or to make mandatory sinking fund
payments or analogous payments as contemplated by Section 4.3.
SECTION 4.3 Discharge and Defeasance of Securities of any Series.
If this Section 4.3 is specified, as contemplated by Section 3.1, to be
applicable to the Securities of any series, then, notwithstanding the provisions
of Section 4.1, the Company shall be deemed to have paid and discharged the
entire indebtedness on all the Outstanding Securities of any such series on the
91st day after the date of the deposit referred to in subparagraph (d) hereof,
and the provisions of this Indenture, as it relates to such Outstanding
Securities, shall no longer be in effect (and the Trustee, at the expense of the
Company, shall upon Company Request, execute proper instruments acknowledging
the same), except as to:
(a) the rights of Holders of Securities of such series to receive,
from the trust funds described in subparagraph (d) hereof, (i) payment of
the principal of (and premium, if any) and each installment of principal of
(and premium, if any) or interest, if any, on the Outstanding Securities of
such series on the Stated Maturity of such principal or installment of
principal or interest and (ii) any mandatory sinking fund payments or
analogous payments applicable to the Securities of such series on the day
on which such payments are due and payable in accordance with the terms of
this Indenture and such Securities; and
(b) the rights, powers, trusts, duties and immunities of the Trustee
hereunder with respect to such series, including those set forth in Section
6.7; and
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(c) either (1) if this Section 4.3(c)(1) is specified, as
contemplated by Section 3.1, to be applicable to the Securities of any
series, the Company's obligations with respect to the Securities of such
series under Sections 3.4, 3.5, 3.6, 10.2 and 10.3; or, alternatively, (2)
if this Section 4.3(c)(2) is specified, as contemplated by Section 3.1, to
be applicable to the Securities of any series, the Company's obligations
with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.1, 10.2
and 10.3;
provided that, the following conditions shall have been satisfied:
(d) the Company shall have irrevocably deposited or caused
to be deposited (in accordance with Section 4.2) with the Trustee (or
another trustee satisfying the requirements of Section 6.9) as trust funds
in trust specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of the Securities of that series, with reference to
this Section 4.3 (i) money in an amount, or (ii) U.S. Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide not later than one
Business Day before the due date of any payment referred to in clause (A)
or (B) of this subparagraph (d) money in an amount, or (iii) a combination
thereof, sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge (A)
the principal of (and premium, if any) and each installment of principal of
(and premium, if any) and interest, if any, on the Outstanding Securities
of such series on the Stated Maturity of such principal or installment of
principal or interest or on the applicable Redemption Date and (B) any
mandatory sinking fund payments or analogous payments applicable to the
Securities of such series on the day on which such payments are due and
payable in accordance with the terms of this Indenture and of such
Securities;
(e) such deposit shall not cause the Trustee with respect to the
Securities of such series to have a conflicting interest as defined in
Section 6.8 or for purposes of the Trust Indenture Act with respect to the
Securities of any series;
(f) such deposit will not result in a breach or violation of, or
constitute a default under, any applicable laws, this Indenture or any
other agreement or instrument to which the Company is a party or by which
it is bound;
(g) if this Section 4.3(g) is specified, as contemplated by Section
3.1, to be applicable to the Securities of any series, such provision would
not cause any Outstanding Securities of such series then listed on the New
York Stock Exchange or other nationally recognized securities exchange to
be de-listed as a result thereof;
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(h) no Event of Default or event which with the giving of notice or
lapse of time or both would become an Event of Default with respect to the
Securities of that series shall have occurred and be continuing on the date
of such deposit or at any time during the period ending on the 91st day
after such date;
(i) if this Section 4.3(i) is specified, as contemplated by Section
3.1, to be applicable to the Securities of any series, the Company has
delivered to the Trustee an Opinion of Counsel to the effect that, based
upon applicable Federal income tax law or a ruling published by the
Internal Revenue Service (which opinion, for the purposes contemplated by
Section 4.3(c)(1), must be based on a change in applicable Federal income
tax law after the date of this Indenture or a ruling published by the
Internal Revenue Service after the date of this Indenture), the Holders of
the Securities of such series will not recognize income, gain or loss for
Federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to Federal income tax on the same amount and
in the same manner and at the same times, as would have been the case if
such deposit, defeasance and discharge had not occurred, and
(j) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent
relating to the defeasance contemplated by this Section have been complied
with.
ARTICLE V
REMEDIES
SECTION 5.1 Events of Default.
"Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
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):
(1) default in the payment of any installment of interest upon any
Security of that series when it becomes due and payable, and continuance of
such default for a period of 30 days; or
(2) default in the payment of the principal of (or premium, if any,
on) any Security of that series at its Maturity; or
(3) default in the deposit of any sinking fund payment, when and as
due by the terms of a Security of that series; or
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(4) default in the performance or breach of any covenant or warranty
of the Company in this Indenture (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of a particular series of Securities other
than that series) and continuance of such default or breach for a period of
90 days after there has been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of
at least 25% in principal amount of the Outstanding Securities of that
series a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a "Notice of Default"
hereunder; or
(5) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company in an involuntary case
in respect of the Company under any applicable bankruptcy, insolvency,
reorganization or other similar law now or hereafter in effect, or (B) a
decree or order appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Company or for any
substantial part of its property, or ordering the winding-up or liquidation
of its affairs and such decree or order shall remain unstayed and in effect
for a period of 60 consecutive days; or
(6) the commencement by the Company of a voluntary case under any
applicable bankruptcy, insolvency, reorganization or other similar law now
or hereafter in effect or the consent by it to the entry of an order for
relief in an involuntary case in respect of it under any such law, or the
consent by it to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or similar
official) of the Company or for any substantial part of its property, or
the making by it of any general assignment for the benefit of creditors; or
(7) any other Event of Default provided with respect to Securities of
that series.
SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.
If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in any such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified in the terms
thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.
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At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if
(1) the Company has paid or deposited with the Trustee a sum
sufficient to pay
(A) all overdue installments of interest on all Securities of
that series,
(B) the principal of (and premium, if any, on) any Securities of
that series which have become due otherwise than by such declaration
of acceleration and interest, if any, thereon at the rate or rates
prescribed therefor in such Securities,
(C) to the extent that payment of such interest is lawful
interest upon any overdue installments of interest at the rate or
rates prescribed therefor in such Securities, and
(D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel;
and
(2) all Events of Default with respect to Securities of that series,
other than the nonpayment of the principal of Securities of that series
which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 5.13.
No such rescission shall affect any subsequent default or impair any right
consequent thereon.
SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by
Trustee.
The Company covenants that if
(1) default is made in the payment of any installment of interest on
any Security when such interest becomes due and payable and such default
continues for a period of 30 days, or
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(2) default is made in the payment of the principal of (or premium,
if any, on) any Security at its Maturity,
the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities and coupons, the whole amount then due and payable on
such Securities and coupons for principal (and premium, if any) and interest, if
any, and, to the extent that payment of such interest shall be legally
enforceable, interest on the overdue principal (and premium, if any) and on any
overdue installments of interest, at the rate or rates prescribed therefor in
such Securities and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.
If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.
If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series and any
related coupons by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.
SECTION 5.4 Trustee May File Proof of Claim.
In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,
(i) to file and prove a claim for the whole amount of principal (and
premium, if any) and interest, if any, owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation,
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expenses, disbursements and advances of the Trustee, its agents and
counsel) and of the Holders of Securities and coupons allowed in such
judicial proceeding, and
(ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;
and any receiver, assignee, custodian, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities and coupons to make such payments to the Trustee and,
in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities and coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.7.
Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
or coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or coupons or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder of a
Security or coupon in any such proceeding.
SECTION 5.5 Trustee May Enforce Claims Without Possession of Securities or
Coupons.
All rights of action and claims under this Indenture or the Securities or
coupons may be prosecuted and enforced by the Trustee without the possession of
any of the Securities or coupons or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities and coupons in respect
of which such judgment has been recovered.
SECTION 5.6 Application of Money Collected.
Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, if any, upon presentation of the Securities or coupons or
both and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:
First: To the payment of all amounts due the Trustee under Section
6.7;
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Second: To the payment of then due and unpaid for principal of (and
premium, if any) and interest, if any, on the Securities and coupons in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities and coupons for principal (and
premium, if any) and interest, if any, respectively; and
Third: The balance, if any, to the Person or Persons determined to be
entitled thereto.
SECTION 5.7 Limitation on Suits.
No Holder of any Security of any series or any related coupons shall have
any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless
(1) such Holder has previously given written notice to the Trustee of
a continuing Event of Default with respect to the Securities of that
series;
(2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in
its own name as Trustee hereunder;
(3) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;
(4) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding; and
(5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of that series;
it being understood and intended that no one or more of Holders of Securities of
such series shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other such Holders of, or to obtain or to seek to obtain priority
or preference over any other such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.
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SECTION 5.8 Unconditional Right of Holders to Receive Principal, Premium
and Interest.
Notwithstanding any other provision in this Indenture, the Holder of any
Security or coupon shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Sections 3.5 and 3.7) interest, if any, on such security or payment of such
coupon on the Stated Maturity or Maturities expressed in such Security or coupon
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment and such rights shall not be impaired
without the consent of such Holder.
SECTION 5.9 Restoration of Rights and Remedies.
If the Trustee or any Holder of any Security or coupon has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case the Company, the Trustee and the Holders of such Securities and coupons
shall, subject to any determination in such proceeding, be restored severally
and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.
SECTION 5.10 Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph
of Section 3.6, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders of Securities or coupons is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.
SECTION 5.11 Delay or Omission Not Waiver.
No delay or omission of the Trustee or of any Holder of any Security or
coupon to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders of Securities or coupons may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders of Securities or coupons, as the case may be.
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SECTION 5.12 Control by Holders.
The Holders of a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Securities of
such series, provided that
(1) such direction shall not be in conflict with any rule of law or
with this Indenture, and
(2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.
SECTION 5.13 Waiver of Past Defaults.
The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series and any related coupons waive any past default
hereunder with respect to the Securities of such series and its consequences,
except a default.
(1) in the payment of the principal of (or premium, if any) or
interest, if any, on any Securities of such series, or
(2) with respect to a covenant or provision hereof which under
Article Nine cannot be modified or amended without the consent of the
Holder of each Outstanding Security of such series affected.
Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.
SECTION 5.14 Undertaking for Costs.
All parties to this Indenture agree, and each Holder of any Security or
coupon by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard for the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group
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of Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or to any suit instituted by any Holder of
any Security or coupon for the enforcement of the payment of the principal of
(or premium, if any) or interest, if any, on any Security or the payment of any
coupon on or after the Stated Maturity or Maturities expressed in such Security
or coupon (or, in the case of redemption, on or after the Redemption Date).
SECTION 5.15 Waiver of Stay or Extension Laws.
The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.
ARTICLE VI
THE TRUSTEE
SECTION 6.1 Certain Duties and Responsibilities.
(a) Except during the continuance of an Event of Default with respect to
the Securities of any series,
(1) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture with respect to such
series, and the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to
the Trustee and conforming to the requirements of this Indenture; but in
the case of any such certificates or opinions which by any provisions
hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether or
not they conform to the requirements of this Indenture.
(b) In case an Event of Default has occurred with respect to Securities of
any series and is continuing, the Trustee shall exercise such of the rights and
powers vested in
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it by this Indenture with respect to such series of Securities, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.
(c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of
Subsection (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the
Outstanding Securities of any series, determined as provided in Section
5.12, relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Indenture with respect to the
Securities of such series; and
(4) no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.
(d) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.
SECTION 6.2 Notice of Defaults.
Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit in the manner and to
the extent provided in Section 7.3(c), notice of such default hereunder known to
a Responsible Officer of the Trustee, unless such default shall have been cured
or waived; provided, however, that, except in the case of a default in the
payment of the principal of (or premium, if any) or interest, if any, on any
Security of such series or in the payment of any sinking fund installment with
respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or
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a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determines that the withholding of such notice is in the interest of
the Holders of Securities of such series, and provided, further, that in the
case of any default of the character specified in Section 5.1(4) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 60 days after the occurrence thereof. For the purpose of this Section,
the term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such
series.
SECTION 6.3 Certain Rights of Trustee.
Except as otherwise provided in Section 6.1:
(a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, coupon, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order or as
otherwise expressly provided herein and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution;
(c) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless
other evidence be herein specifically prescribed) may, in the absence of
bad faith on its part, rely upon an Officers' Certificate and such
Officer's Certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the Trustee for any action
taken, suffered or omitted by it under the provisions of this Indenture
upon the faith thereof;
(d) the Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon;
(e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders of
Securities of any series or related coupons shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request
or direction;
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(f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, coupon, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see
fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney; and
(g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by
it hereunder.
SECTION 6.4 Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities or the coupons, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder and that the statements made by
it in its Statements of Eligibility on Form T-1 supplied to the Company are true
and accurate. The Trustee or any Authenticating Agent shall not be accountable
for the use or application by the Company of Securities or the proceeds thereof.
SECTION 6.5 May Hold Securities.
The Trustee, any Paying Agent, any Security Registrar or any other agent of
the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities or coupons and, subject to Sections 6.8 and 6.13, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar or such other agent.
SECTION 6.6 Money Held in Trust.
Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.
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SECTION 6.7 Compensation and Reimbursement.
The Company agrees
(1) to pay to the Trustee from time to time reasonable compensation
for all services rendered by it hereunder (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee
of an express trust);
(2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision
of this Indenture (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad
faith; and
(3) to indemnify the Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without negligence or bad faith on
its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder.
The obligations of the Company under this Section shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharges of this Indenture. Such additional indebtedness shall be a senior
claim to that of the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the benefit of the Holders
of particular Securities, and the Securities are hereby subordinated to such
senior claim.
SECTION 6.8 Disqualification; Conflicting Interests.
If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
Section 310(b) of the Trust Indenture Act and this Indenture.
SECTION 6.9 Corporate Trustee Required; Eligibility.
There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America or of any State or the District of Columbia, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, subject to supervision or examination by Federal, State or
District of Columbia authority and having its Corporate
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Trust Office in the Borough of Manhattan, the City of New York, New York. If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.
SECTION 6.10 Resignation and Removal; Appointment of Successor.
(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.
(b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.
(c) The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Trustee and to the
Company.
(d) If at any time:
(1) the Trustee shall fail to comply with Section 310(b) of the Trust
Indenture Act after written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Security for at least six
months, or
(2) the Trustee shall cease to be eligible under Section 6.9 and
shall fail to resign after written request therefor by the Company or by
any such Holder, or
(3) the Trustee shall become incapable of acting or shall be adjudged
a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of
the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,
then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others
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similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.
(e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders of Securities of that series and
accepted appointment in the manner required by Section 6.11, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months, subject to Section 5.14, may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.
(f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series in the manner
provided in Section 1.6. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.
SECTION 6.11 Acceptance of Appointment by Successor.
(a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of the charges due it pursuant to Section 6.7, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee, and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such
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retiring Trustee hereunder. Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts.
(b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.
(c) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in
paragraph (a) or (b) of this Section, as the case may be.
(d) No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article.
SECTION 6.12 Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or
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consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In a case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.
SECTION 6.13 Preferential Collection of Claims Against Company.
If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor). A Trustee who has resigned or been
removed shall be subject to Section 311(a) of the Trust Indenture Act to the
extent provided therein.
SECTION 6.14 Appointment of Authenticating Agent
The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
or upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 3.6, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.
Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of such Authenticating Agent,
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shall continue to be an Authenticating Agent provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or such Authenticating
Agent.
An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall promptly give notice of
such appointment to all Holders of Securities pursuant to Section 1.6. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.
The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.
If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Bankers Trust Company,
as Trustee
By
Authenticating Agent
By
Authorized Signatory
If the Trustee does not have an office capable of authenticating Securities
upon original issuance located in a Place of Payment where the Company wishes to
have Securities of such series authenticated upon original issuance, the
Trustee, if so requested by the Company in writing (which writing need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel),
shall appoint (at the expense of the Company)
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in accordance with this Section an Authenticating Agent having an office in a
Place of Payment designated by the Company with respect to such series of
Securities.
ARTICLE VII
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 7.1 Company to Furnish Trustee Names and Addresses of Holders of
Registered Securities.
The Company will furnish or cause to be furnished to the Trustee with
respect to the Registered Securities of each series:
(a) semi-annually, not more than fifteen days after each Regular Record
Date, or in the case of any series of Securities on which semi-annual interest
is not payable, not more than 15 days after such semi-annual dates as may be
specified by the Trustee, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of such Registered Securities
as of such Regular Record Date or such semi-annual date, as the case may be, and
(b) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished,
provided, however, that so long as the Trustee is the Security Registrar, no
such list need be furnished.
SECTION 7.2 Preservation of Information; Communications to Holders.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of Registered Securities (i)
contained in the most recent list furnished to the Trustee as provided in
Section 7.1, (ii) received by the Trustee in its capacity as Security Registrar
(or Paying Agent, if so acting) and (iii) filed with it during the two preceding
years pursuant to Section 7.3(c)(2). The Trustee may destroy any list furnished
to it as provided in Section 7.1 upon receipt of a new list so furnished.
(b) If three or more Holders of Securities of any series (hereinafter
referred to as "applicants") apply in writing to the Trustee, and furnish to the
Trustee reasonable proof that each such applicant has owned a Security for a
period of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other Holders
of Securities of such series with respect to
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their rights under this Indenture or under the Securities of such series and is
accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall within five business days
after the receipt of such application, at its election, either
(i) afford such applicants access to the information preserved at the
time by the Trustee in accordance with Section 7.2(a), or
(ii) inform such applicants as to the approximate number of Holders
of Registered Securities of such series whose names and addresses appear in
the information preserved at the time by the Trustee in accordance with
Section 7.2(a), and as to the approximate cost of mailing to such Holders
of Registered Securities of such series the form of proxy or other
communication, if any, specified in such application.
If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of Registered Securities of such series whose name and
address appears in the information preserved at the time by the Trustee in
accordance with Section 7.2(a), a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within
five days after such tender, the Trustee shall mail to such applicants and file
with the Commission, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interests of the Holders of Registered
Securities of such series or would be in violation of applicable law. Such
written statement shall specify the basis of such opinion. If the Commission,
after opportunity for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for hearing,
that all the objections so sustained have been met and shall enter an order so
declaring, the Trustee shall mail copies of such material to all such Holders of
Registered Securities of such series with reasonable promptness after the entry
of such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.
(c) Every Holder of Securities or coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee, nor any agent of the Company or the Trustee shall be held accountable
by reason of the disclosure of any such information as to the names and
addresses of the Holders of Registered Securities in accordance with Section
7.2(b), regardless of the source from
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which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Section 7.2(b).
SECTION 7.3 Reports by Trustee.
(a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.
If required by Section 313(a) of the Trust Indenture Act, the Trustee shall,
within 60 days after each September 1 following the date of this Indenture
deliver to Holders a report, dated as of such September 1, which complies with
the provisions of such Section 313(a).
(b) The Trustee shall comply with Sections 313(b) and 313(c) of the Trust
Indenture Act.
(c) A copy of such report shall, at the time of such transmission to the
Holders of Securities, be filed by the Trustee with the Company, with each
securities exchange upon which any of the Securities are listed (if so listed)
and also with the Commission. The Company agrees to notify the Trustee when
any Securities become listed on any stock exchange or market center.
SECTION 7.4 Reports by Company.
The Company will:
(1) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file
with the Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934; or, if the Company is not required to file
information, documents or reports pursuant to either of said Sections, then
it will file with the Trustee and the Commission, in accordance with rules
and regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934 in
respect of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and
regulations;
(2) file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such
additional information, documents, and reports with respect to compliance
by the Company
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with the conditions and covenants of this Indenture as may be required from
time to time by such rules and regulations; and
(3) transmit by mail to all Holders, within 30 days after the filing
thereof with the Trustee, in the manner and to the extent provided in
Section 7.3(c) with respect to reports pursuant to Section 7.3(a), such
summaries of any information, documents and reports required to be filed by
the Company pursuant to paragraphs (1) and (2) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission.
ARTICLE VIII
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 8.1 Company May Consolidate, Etc., Only on Certain Terms.
The Company shall not consolidate with or merge into any other Person or
sell, convey, transfer or lease its properties and assets substantially as an
entirety to any Person unless:
(1) the Person formed by such consolidation or into which the Company
is merged or the Person which acquires by sale, conveyance, transfer or
lease the properties and assets of the Company substantially as an entirety
shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of (and premium, if any) and interest, if
any (including all additional amounts, if any, payable pursuant to Section
10.9), on all the Securities and the performance of every covenant of this
Indenture on the part of the Company to be performed or observed;
(2) immediately after giving effect to such transaction, and treating
any indebtedness which becomes an obligation of the Company or a Subsidiary
as a result of such transaction as having been incurred by the Company or
such Subsid iary at the time of such transaction no Event of Default, and
no event which, after notice or lapse of time, or both, would become an
Event of Default, shall have happened and be continuing; and
(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel each stating that such consolidation, merger,
sale, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture
comply with this Article and that
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all conditions precedent herein provided for relating to such transaction
have been complied with.
SECTION 8.2 Successor Substituted.
Upon any consolidation or merger by the Company with or into any other
Person, or any sale, conveyance, transfer or lease by the Company of the
properties and assets of the Company substantially as an entirety to any Person
in accordance with Section 8.1, the successor Person formed by such
consolidation or into which the Company is merged or to which such sale,
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor Person had been named as the Company
herein; and thereafter, the Company (which term shall for this purpose mean the
Person named as the "Company" in the first paragraph of this Indenture or any
successor Person which shall theretofore become such in the manner described in
Section 8.1) shall be discharged from all obligations and covenants under this
Indenture and the Securities and coupons, and may be dissolved and liquidated.
ARTICLE IX
SUPPLEMENTAL INDENTURES
SECTION 9.1 Supplemental Indentures Without Consent of Holders.
Without the consent of any Holder of Securities, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company and
the assumption by any such successor of the covenants of the Company herein
and in the Securities contained; or
(2) to add to the covenants of the Company, for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be
for the benefit of less than all series of Securities, stating that such
covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the
Company; or
(3) to add any additional Events of Default (and if such Events of
Default are to be for the benefit of less than all series of Securities,
stating that such Events of Default are expressly being included solely for
the benefit of such series); or
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(4) to add to or change any of the provisions of this Indenture to
provide that Bearer Securities may be registrable as to principal, to
change or eliminate any restrictions on the payment of principal (or
premium, if any) or interest, if any, on Bearer Securities, to permit
Bearer Securities to be issued for Bearer Securities of other authorized
denominations or to permit the issuance of Securities in uncertificated
form, provided that any such action shall not adversely affect the
interests of the Holders of Securities of any series or any related coupons
in any material respect; or
(5) to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall become effective only
when there is no Security Outstanding of any series created prior to the
execution of such supplemental indenture which is entitled to the benefit
of such provision; or
(6) to secure the Securities and related coupons; or
(7) to establish the form or terms of Securities of any series and
related coupons as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or
more series and/or to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant
to the requirements of Section 6.11(b); or
(9) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or
questions arising under this Indenture, provided that such action shall not
adversely affect the interests of the Holders of Securities of any series
or any related coupons in any material respect.
SECTION 9.2 Supplemental Indentures with Consent of Holders.
With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series and any related coupons under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby,
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(1) change the Stated Maturity of the principal of, or any
installment of principal of or any interest on, any security, or reduce the
principal amount thereof or any rate of interest thereon or any premium
payable upon the redemption thereof, or change any obligation of the
Company to pay additional amounts pursuant to Section 10.9 (except as
contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or reduce
the amount of the principal of an Original Issue Discount Security that
would be due and payable upon a declaration of acceleration of the Stated
Maturity thereof pursuant to Section 5.2, or change the method in which
amounts of payments of principal or any interest thereon are determined, or
change any Place of Payment, or change the coin or currency in which any
Security or any premium or any interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any
such supplemental indenture, or the consent of whose Holders is required
for any waiver (or compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences) provided for in this
Indenture, or
(3) modify any of the provisions of this Section, Section 5.13 or
Section 10.8, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected
thereby, provided, however, that this clause shall not be deemed to require
the consent of any Holder of a Security or coupon with respect to changes
in the references to "the Trustee" and concomitant changes in this Section
and Section 10.8, or the deletion of this proviso, in accordance with the
requirements of Section 6.11(b) and 9.1(8), or
(4) change any obligation of the Company to maintain an office or
agency in the places and for the purposes specifies in Section 9.3.
A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.
It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.
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SECTION 9.3 Execution of Supplemental Indentures.
In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture, and that such supplemental indenture,
when executed and delivered by the Company, will constitute a valid and binding
obligation of the Company enforceable in accordance with its terms. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.
SECTION 9.4 Effect of Supplemental Indentures.
Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
and of any coupons appertaining thereto shall be bound thereby.
SECTION 9.5 Conformity with Trust Indenture Act.
Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.
SECTION 9.6 Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form acceptable to the Trustee as to any
matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such Series.
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ARTICLE X
COVENANTS
SECTION 10.1 Payment of Principal, Premium and Interest.
The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest, if any, on the Securities of that series in accordance
with the terms of such series of Securities, any coupons appertaining thereto
and this Indenture. Unless otherwise specified as contemplated by Section 3.1
with respect to any series of Securities, any interest due on Bearer Securities
on or before Maturity shall be payable only upon presentation and surrender of
the several coupons for such interest installments as are evidenced thereby as
they severally mature.
SECTION 10.2 Maintenance of Office or Agency.
If Securities of a series are issuable as or exchangeable for Registered
Securities, the Company will maintain in each Place of Payment for such series
an office or agency where Securities of that series may be presented or
surrendered for payment, where Securities of that series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company with respect to the Securities of that series and this Indenture may
be served, any one or more of which offices or agencies may be the same for one
or more series of Securities.
If Securities of a series are issuable as Bearer Securities, the Company
will maintain (A) in the Borough of Manhattan, the City of New York, an office
or agency where any Registered Securities of that series may be presented or
surrendered for payment, where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange, where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served and
where Bearer Securities of that series and related coupons may be presented or
surrendered for payment in the circumstances described in the following
paragraph (and not otherwise), (B) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series which is located outside the
United States, an office or agency where Bearer Securities of that series and
related coupons may be presented and surrendered for payment (including payment
of any additional amounts payable on Securities of that series pursuant to
Section 10.9); provided, however, that if the Securities of that series are
listed on the International Stock Exchange of the United Kingdom and the
Republic of Ireland Limited, the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such securities exchange shall so
require, the Company will maintain a Paying Agent for the Securities of that
series in London, Luxembourg or any other required city located outside the
United States, as the case may be, so long as the Securities of that series are
listed on such exchange, and (C) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series located outside the United States
an office or agency
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where any Registered Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered for
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served.
The Company will give prompt written notice to the Trustee and prompt
notice to the Holders of Securities of such series, as provided in Section 1.6,
of the location, and of any change in the location, of any such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency in respect of any series of Securities or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee,
except that Bearer Securities of that series and the related coupons may be
presented and surrendered for payment (including payment of any additional
amounts payable on Bearer Securities of that series pursuant to Section 10.9) at
any Place of Payment for such series located outside the United States and the
Company hereby appoints the Trustee its agent to receive all such presentations,
surrenders, notices and demands.
No payment of principal, premium or interest on Bearer Securities shall be
made at any office or agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, that, if
the Securities of a series are denominated and payable in Dollars, payment of
principal of and any premium and interest on any Bearer Security (including any
additional amounts payable on Securities of such series pursuant to Section
10.9) and payment of any coupon related thereto shall be made at the office of
the Company's Paying Agent in the United States, if (but only if) payment in
Dollars of the full amount of such principal, premium, interest or additional
amounts, as the case may be, at all offices or agencies outside the United
States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.
The Company may also from time to time designate one or more other offices
or agencies (in or outside any Place of Payment) where the Securities of one or
more series and any related coupons may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency for Securities of any
series and related coupons for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.
SECTION 10.3 Money for Security Payments to Be Held in Trust.
If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if
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any) or interest, if any, on any of the Securities of that series, segregate and
hold in trust for the benefit of the Persons entitled thereto a sum sufficient
to pay the principal (and premium, if any) or interest, if any, so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.
Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of (and
premium, if any) or interest, if any, on any Securities of that series, deposit
with a Paying Agent a sum sufficient to pay the principal (and premium, if any)
or interest, if any, so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.
The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:
(1) hold all sums held by it for the payment of the principal of (and
premium, if any) or interest, if any, on Securities of that series in trust
for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons otherwise disposed of as herein provided;
(2) give the Trustee notice of any default by the Company (or any
other obligor upon the Securities of that series) in the making of any
payment of principal (and premium, if any) or interest, if any, on the
Securities of that series; and
(3) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent.
The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.
Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if any)
or interest, if any, on any Security of any series or the payment of any related
coupon and remaining
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unclaimed for two years after such principal (and premium, if any) or interest,
if any, has become due and payable shall, unless otherwise required by mandatory
provisions of applicable escheat, or abandoned or unclaimed property law, be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security or any coupon
appertaining thereto shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in an Authorized
Newspaper in each Place of Payment, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will unless otherwise required by mandatory provisions of applicable escheat, or
abandoned or unclaimed property law, be repaid to the Company.
SECTION 10.4 Restrictions on Secured Debt.
The Company covenants and agrees for the benefit of each series of
Securities, other than any series established by or pursuant to a Board
Resolution or in one or more supplemental indentures hereto which specifically
provides otherwise, that it will not itself, and will not permit any Restricted
Subsidiary to, incur, issue, assume, or guarantee any loans, whether or not
evidenced by negotiable instruments or securities, or any notes, bonds,
debentures or other similar evidences of indebtedness for money borrowed (loans,
and notes, bonds, debentures or other similar evidences of indebtedness for
money borrowed being hereinafter in this Section 10.4 called "Debt"), secured
after the date hereof by pledge of, or mortgage or lien on, any Principal
Property of the Company or any Restricted Subsidiary or any shares of Capital
Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens
being hereinafter in this Section 10.4 called "Mortgage" or "Mortgages"),
without effectively providing that the Securities other than Securities of a
series not entitled to the benefits of this covenant (together with, if the
Company shall so determine, any other Debt of the Company or such Restricted
Subsidiary then existing or thereafter created which is not subordinate to the
Securities) shall be secured equally and ratably with (or, at the option of the
Company, prior to) such secured Debt, so long as such secured Debt shall be so
secured, unless, after giving effect thereto, the aggregate amount of all such
secured Debt plus all Attributable Debt of the Company and its Restricted
Subsidiaries with respect to sale and leaseback transactions to which Section
10.5 is applicable would not exceed 10% of Consolidated Net Assets; provided,
however, that this Section 10.4 shall not apply to, and there shall be excluded
from secured Debt in any computation under this Section 10.4, Debt secured by:
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(1) Mortgages on property of, or on any shares of Capital Stock of or
Debt of, any corporation existing at the time such corporation becomes a
Restricted Subsidiary;
(2) Mortgages in favor of the Company or any Restricted Subsidiary;
(3) Mortgages in favor of any governmental body to secure progress,
advance or other payments pursuant to any contract or provision of any
statute;
(4) Mortgages on property, shares of Capital Stock or Debt existing
at the time of acquisition thereof (including acquisition through merger or
consolida tion) or to secure the payment of all or any part of the purchase
price thereof or construction thereon or to secure any Debt incurred prior
to, at the time of, or within 180 days after the later of the acquisition
of such property, shares of Capital Stock or Debt or the completion of
construction for the purpose of financing all or any part of the purchase
price thereof or construction thereon;
(5) Mortgages securing obligations issued by a State, territory or
possession of the United States, any political subdivision of any of the
foregoing, or the District of Columbia, or any instrumentality of any of
the foregoing to finance the acquisition or construction of property, and
on which the interest is not, in the opinion of tax counsel of recognized
standing or in accordance with a ruling issued by the Internal Revenue
Service, includible in gross income of the holder by reason of Section
103(a)(1) of the Internal Revenue Code (or any successor to such provision)
as in effect at the time of the issuance of such obligations; or
(6) Mechanics', materialmen's, carriers' or other like liens arising
in the ordinary course of business (including construction of facilities)
in respect of obliga tions which are not due or which are being contested
in good faith;
(7) Any mortgage arising by reason of deposits with, or the giving of
any form of security to, any governmental agency or any body created or
approved by law or governmental regulations, which is required by law or
governmental regulation as a condition to the transaction of any business,
or the exercise of any privilege, franchise or license;
(8) Mortgages for taxes, assessments or governmental charges or
levies not yet delinquent, or mortgages for taxes, assessments or
governmental charges or levies already delinquent but the validity of which
is being contested in good faith;
(9) Mortgages (including judgment liens) arising in connection with
legal proceedings so long as such proceedings are being contested in good
faith and, in the case of judgment liens, execution thereon is stayed; and
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(10) Any extension, renewal or replacement (or successive extensions,
renewals or replacements), as a whole or in part, of any Mortgage referred
to in the foregoing clauses (1) to (9), inclusive; provided, however, that
such extension, renewal or replacement Mortgage shall be limited to all or
part of the same property, shares of Capital Stock or Debt that secured the
Mortgage extended, renewed or replaced (plus improvements on such
property).
SECTION 10.5 Restrictions on Sales and Leasebacks.
The Company covenants and agrees for the benefit of each series of
Securities, other than any series established by or pursuant to a Board
Resolution or in one or more supplemental indentures hereto which specifically
provides otherwise, that it will not itself, and will not permit any Restricted
Subsidiary to, enter into any transaction after the date hereof with any bank,
insurance company or other lender or investor, or to which any such bank,
company, lender or investor is a party, providing for the leasing by the Company
or a Restricted Subsidiary of any Principal Property which has been or is to be
sold or transferred by the Company or such Restricted Subsidiary to such bank,
company, lender or investor, or to any person to whom funds have been or are to
be advanced by such bank, company, lender or investor on the security of such
Principal Property (herein referred to as a "sale and leaseback transaction")
unless, after giving effect thereto, the aggregate amount of all Attributable
Debt with respect to all such transactions plus all secured Debt to which
Section 10.4 is applicable would not exceed 10% of Consolidated Net Assets.
This covenant shall not apply to, and there shall be excluded from Attributable
Debt in any computation under this Section 10.5, Attributable Debt with respect
to any sale and leaseback transaction if:
(1) the lease in such sale and leaseback transaction is for a period,
including renewal rights, of not in excess of five years, or
(2) the Company or a Restricted Subsidiary, within 180 days after the
sale or transfer shall have been made by the Company or by a Restricted
Subsidiary, applies an amount equal to the greater of the net proceeds of
the sale of the Principal Property leased pursuant to such arrangement or
the fair market value of the Principal Property so leased at the time of
entering into such arrangement (as determined in any manner approved by the
Board of Directors) to (a) the retirement of the Securities or other Funded
Debt of the Company ranking on a parity with or senior to the Securities,
or the retirement of the securities or other Funded Debt of a Restricted
Subsidiary; provided, however, that the amount to be applied to the
retirement of such Funded Debt of the Company or a Restricted Subsidiary
shall be reduced by (x) the principal amount of any Securities (or other
notes or debentures constituting such Funded Debt) delivered within such
180-day period to the Trustee or other applicable trustee for retirement
and cancellation and (y) the principal amount of such Funded Debt, other
than items referred to in the preceding clause
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(x), voluntarily retired by the Company or a Restricted Subsidiary within
180 days after such sale; and provided, further, that, notwithstanding the
foregoing, no retirement referred to in this clause (a) may be effected by
payment at maturity or pursuant to any mandatory sinking fund payment or
any mandatory prepayment provision, or (b) the purchase of other property
which will constitute a Principal Property having a fair market value, in
the opinion of the Board of Directors, at least equal to the fair market
value of the Principal Property leased in such sale and leaseback
transaction, or
(3) such sale and leaseback transaction is entered into prior to, at
the time of, or within 180 days after the later of the acquisition of the
Principal Property or the completion of construction thereon, or
(4) the lease in such sale and leaseback transaction secures or
relates to obligations issued by a State, territory or possession of the
United States, or any political subdivision of any of the foregoing, the
District of Columbia, or any instrumentality of any of the foregoing to
finance the acquisition or construction of property, and on which the
interest is not, in the opinion of tax counsel of recognized standing or in
accordance with a ruling issued by the Internal Revenue Service, includible
in gross income of the holder by reason of Section 103(a)(1) of the
Internal Revenue Code (or other successor to such provision) as in effect
at the time of the issuance of such obligations, or
(5) such sale and leaseback transaction is entered into between the
Company and a Restricted Subsidiary or between Restricted Subsidiaries.
SECTION 10.6 Statement as to Compliance.
The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date of the first issuance of
Securities hereunder, an Officers' Certificate, stating, as to each signer
thereof, that
(1) a review of the activities of the Company during such year and of
performance under this Indenture has been made under his supervision, and
(2) to the best of his knowledge, based on such review, the Company
is not in default in the fulfillment of any of its obligations under this
Indenture, or specifying each such default known to him and the nature and
status thereof.
SECTION 10.7 Corporate Existence.
Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence.
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SECTION 10.8 Waiver of Certain Covenants.
The Company may omit in any particular instance to comply with any term,
provision, covenant or condition set forth in Sections 10.4 and 10.5, inclusive,
if before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities of each series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision, covenant or condition, but no such waiver
shall extend to or affect such term, provision, covenant or condition except to
the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee with respect to any
such term, provision, covenant or condition shall remain in full force and
effect.
SECTION 10.9 Additional Amounts.
If the Securities of a series provide for the payment of additional
amounts, the Company will pay to the Holder of any Security of such series or
any coupon appertaining thereto additional amounts as provided therein.
Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of or any premium or interest on, or in respect of, any Security
of any series or payment of any related coupon or the net proceeds received on
the sale or exchange of any Security of any series, such mention shall be deemed
to include mention of the payment of additional amounts provided for in this
Section to the extent that, in such context, additional amounts are, were or
would be payable in respect thereof pursuant to the provisions of this Section
and express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not made.
If the Securities of a series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment of
principal and any premium or interest if there has been any change with respect
to the matters set forth in the below-mentioned Officers' Certificate, the
Company will furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series or any related
coupons who are United States Aliens without withholding for or on account of
any tax, assessment or other governmental charge described in the Securities of
that series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities or coupons and the Company will
pay to the Trustee or such Paying Agent the additional amounts required by this
Section. The Company covenants to indemnify the
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Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any
of them in reliance on any Officers' Certificate furnished pursuant to this
Section.
SECTION 10.10 Calculation of Original Issue Discount
If any series is issued with Original Issue Discount, the Company shall
file with the Trustee promptly at the end of each calendar year or written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on Outstanding Securities as of the end of such
year.
ARTICLE XI
REDEMPTION OF SECURITIES
SECTION 11.1 Applicability of This Article.
Securities of any series which are redeemable before their stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.1 for Securities of any series) in
accordance with this Article.
SECTION 11.2 Election to Redeem; Notice to Trustee.
The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution. In case of any redemption at the election of the Company of
less than all the Securities of any series, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Securities of such series to be redeemed, such notice
to be accompanied by a written statement signed by an Authorized Officer of the
Company stating that no defaults in the payment of interest or Events of Default
with respect to the Securities of that series have occurred (which have not been
waived or cured). In the case of any redemption of Securities (i) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, or (ii) pursuant to an election of
the Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.
SECTION 11.3 Selection by Trustee of Securities to Be Redeemed.
If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for
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redemption by lot or by such other method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Securities of that series or
any integral multiple thereof) of the principal amount of Securities of such
series of a denomination larger than the minimum authorized denomination for
Securities of that series or of portions of the principal amount of global
Securities of such series.
The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.
For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.
SECTION 11.4 Notice of Redemption.
Notice of redemption shall be given in the manner provided in Section 1.6
not less than 30 and not more than 60 days prior to the Redemption Date, to the
Holders of Securities to be redeemed.
All notices of redemption shall state:
(1) the Redemption Date,
(2) the Redemption Price and any accrued interest,
(3) if less than all Outstanding Securities of any series are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Securities to be redeemed,
(4) that on the Redemption Date the Redemption Price, and any accrued
interest thereon will become due and payable upon each such Security to be
redeemed and that interest thereon shall cease to accrue from and after
said date,
(5) the place or places where such Securities are, together in the
case of Bearer Securities with all coupons appertaining thereto, if any,
maturing after the Redemption Date, to be surrendered for payment of the
Redemption Price and any accrued interest thereon,
(6) if such be the case, that the installment of interest on
Registered Securities whose Stated Maturity is the Redemption Date is
payable to the Persons
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in whose names such Registered Securities are registered at the close of
business on the Regular Record Date immediately preceding the Redemption
Date, and
(7) that the redemption is for a sinking fund, if such is the case.
Notice of redemption of Securities to be redeemed shall be given by the
Company or, at the Company's request, by the Trustee in the name and at the
expense of the Company.
SECTION 11.5 Deposit of Redemption Price.
Prior to the opening of business on any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 10.3)
an amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) any accrued interest on, all
the Securities which are to be redeemed on that date.
SECTION 11.6 Securities Payable on Redemption Date.
Notice of Redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified together with any accrued interest thereon
and from and after such date (unless the Company shall default in the payment of
the Redemption Price and accrued interest) such Securities shall cease to bear
interest and the coupons for such interest appertaining to any Bearer Securities
so to be redeemed, except to the extent provided below, shall be void. Upon
surrender of any such Securities for redemption in accordance with said notice,
such Securities shall be paid by the Company at the Redemption Price, together
with any accrued interest to the Redemption Date; provided, however, that any
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 10.2)
and, unless otherwise specified as contemplated by Section 3.1, only upon
presentation and surrender of coupons for such interest, and provided, further,
that, unless otherwise specified as contemplated by Section 3.1, installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
3.7.
If any Bearer Security which is to be redeemed in whole or in part (as set
forth in Section 11.7), surrendered for redemption shall not be accompanied by
all appurtenant coupons maturing after the Redemption Date, such Security may be
paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons,
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or the surrender of such missing coupon or coupons may be waived by the Company
or jointly by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter Holder shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have
been made from the Redemption Price, such Holder shall be entitled to receive
the amount so deducted; provided, however, that interest represented by coupons
shall be payable only upon presentation and surrender of those coupons at an
office or agency located outside of the United States except as otherwise
provided in Section 10.2.
If the Company shall default in the payment of the Redemption Price and
accrued interest on any Security called for redemption, the principal (and
premium, if any) of such Security shall, until paid or until payment is provided
for in accordance herewith, bear interest for the Redemption Date at the rate,
if any, prescribed therefor in the Security.
So long as it is known to the Trustee that an Event of Default is
continuing hereunder, the Trustee shall not redeem any Securities of any series
pursuant to this Article (unless all Outstanding Securities of such series are
to be redeemed) or mail or give any notice of redemption of Securities except
that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Company a sum
sufficient for such redemption. Except as aforesaid, any monies theretofore or
thereafter received by the Trustee shall, during the continuance of such Event
of Default, be deemed to have been collected under Article Five and held for the
payment of all such Securities. In case such Event of Default shall have been
waived as provided in Section 5.13 or the default cured on or before the
sixtieth day preceding the Redemption Date, such monies shall hereafter be
applied in accordance with the provisions of this Article.
SECTION 11.7 Securities Redeemed in Part.
Any Security which is to be redeemed only in part shall be surrendered at
any Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing) together, in the case of Bearer Securities, with all
coupons appertaining thereto maturing after the Redemption Date and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities of the same
series and of like tenor, of any authorized denomination as requested by the
Holder, in an aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.
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ARTICLE XII
SINKING FUNDS
SECTION 12.1 Applicability of Article.
The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.1 for the Securities of such series.
The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of the Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of the Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 12.2. Each sinking fund payment made on the Securities of
a series shall be applied to the redemption of the Securities of such series as
provided for by the terms of the Securities of such series.
SECTION 12.2 Satisfaction of Sinking Fund Payments with Securities.
The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption), together in the case of any Bearer
Securities of such series with all unmatured coupons appertaining thereto and
(2) may apply as a credit the Securities of a series which have been redeemed
either at the election of the Company pursuant to the terms of such Securities
or through the application of permitted optional sinking fund payments pursuant
to the terms of such Securities, in each case in satisfaction of all or any part
of any sinking fund payment with respect to the Securities of such series
required to be made pursuant to the terms of such Securities as provided for by
the terms of such securities; provided that such Securities have not been
previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.
SECTION 12.3 Redemption of Securities for Sinking Fund.
Not less than 60 days or such other shorter period as may be acceptable to
the Trustee prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 12.2 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be
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redeemed upon such sinking fund payment date in the manner specified in Section
11.3 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 11.4. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 11.6 and 11.7.
ARTICLE XIII
MEETINGS OF HOLDERS OF SECURITIES
SECTION 13.1 Purposes for Which Meetings May be Called.
If any Securities of a series are issuable as Bearer Securities, a
meeting of Holders of Securities of such series may be called at any time and
from time to time pursuant to this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.
SECTION 13.2 Call, Notice and Place of Meetings.
(a) The Trustee may at any time call a meeting of Holders of
Securities of any series issuable as Bearer Securities or as Bearer Securities
and Registered Securities for any purpose specified in Section 13.1, to be held
at such time and at such place in the Borough of Manhattan, The City of New
York, or in London as the Trustee shall determine. Notice of every meeting of
Holders of Securities of any series, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 1.6, not less than 21
nor more than 180 days prior to the date fixed for the meeting.
(b) In case at any time the Company, pursuant to a Board Resolution,
or the Holders of at least 10% in principal amount of the Outstanding Securities
of any series issuable as Bearer Securities or as Bearer Securities and
Registered Securities shall have requested the Trustee to call a meeting of the
Holders of Securities of such series for any purpose specified in Section 13.1,
by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication
of the notice of such meeting within 21 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided herein,
then the Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York, or in London for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.
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SECTION 13.3 Persons Entitled to Vote at Meetings.
To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.
SECTION 13.4 Quorum; Action.
The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture or the terms of such series expressly provides may be given by the
Holders of not less than a specified percentage of the principal amount of the
Outstanding Securities of a series, the Persons entitled to vote such specified
percentage in principal amount of the Outstanding Securities of such series
shall constitute a quorum. In the absence of a quorum within 30 minutes of the
time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be dissolved. In any other
case the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 13.2(a), except that such notice need be given only
once not less than five days prior to the date on which the meeting is scheduled
to be reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum.
Except as limited by the proviso to Section 9.2, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 9.2, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture or the terms of
such series expressly provides may be made, given or taken by the Holders of a
specified percentage in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as
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aforesaid by the affirmative vote of the Holders of such specified percentage in
principal amount of the Outstanding Securities of that series.
Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.
SECTION 13.5 Determination of Voting Rights; Conduct and Adjournment
of Meetings.
(a) Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 1.4 and the
appointment of any proxy shall be proved in the manner specified in Section 1.4
or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 1.4 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 1.4 or other proof.
(b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 13.2(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.
(c) At any meeting each Holder of a Security of such series or proxy shall
be entitled to one vote for each $1,000 principal amount of the Outstanding
Securities of such series held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote, except as
a Holder of a Security of such series or proxy.
(d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 13.2 at which a quorum is present may be adjourned from time
to time by Persons
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entitled to vote a majority in principal amount of the Outstanding Securities of
such series represented at the meeting; and the meeting may be held as so
adjourned without further notice.
SECTION 13.6 Counting Votes and Recording Action of Meetings.
The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 13.2 and, if
applicable, Section 13.4. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
CAMPBELL SOUP COMPANY
By ___________________________________
Name:
Title:
By ___________________________________
Name:
Title:
[Seal]
Attest:
_________________________________
Name:
Title:
BANKERS TRUST COMPANY,
as Trustee
[Seal] By ___________________________________
Name:
Attest: Title:
_________________________________
Name:
Title:
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STATE OF NEW JERSEY )
)ss.:
COUNTY OF CAMDEN )
On the th day of , 1996, before me personally came
____________, to me known, who, being by me duly sworn, did depose and say that
he/she resides at ____________________________________; that he/she is a
Corporate Secretary of CAMPBELL SOUP COMPANY, one of the corporations described
in and which executed the above instrument; that he/she knows the corporate seal
of said corporation; that one of the seals affixed to the said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he/she signed his/her name thereto by
like authority.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
[SEAL]
Notary Public
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the th day of , 1996, before me personally came
_____________, to me known, who, being by me duly sworn, did depose and say that
he/she resides at ______________________________________; that he/she is an
[Assistant Secretary] of Bankers Trust Company, one of the corporations
described in and which executed the above instrument; that he/she knows the
corporate seal of said corporation; that one of the seals affixed to the said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he/she signed his/her name
thereto by like authority.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
[SEAL]
Notary Public
<PAGE>
EXHIBIT A
[FORM OF REGISTERED SECURITY]*
[FORM OF FACE]
[If an Original Issue Discount Security, insert any legend required by the
Internal Revenue Code and the Regulations thereunder.]
If a Book-Entry Security -- "This Security is a Book-Entry Security within
the meaning of the Indenture hereinafter referred to and is registered in the
name of a Depository or a nominee of a Depository. This Security is
exchangeable for Securities registered in the name of a Person other than the
Depository or its nominee only in the limited circumstances described in the
Indenture, and no transfer of this Security (other than a transfer of this
Security as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the
Depository) may be registered except in such limited circumstances."
CAMPBELL SOUP COMPANY
......................................................................
No. [R- ]................ [U.S.$]................
CAMPBELL SOUP COMPANY, a corporation duly organized and existing under the
laws of New Jersey (herein called the "Company", which term includes any
successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to.......................................
or registered assigns, the principal sum of.....................................
[United States] Dollars on......................................................
[If the Security is interest-bearing, insert-, and to pay interest thereon from
...................................., 19................, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, [semi-annually in arrears on ....................... and
.................................... in each year] [annually in arrears on
...................... in each year], commencing ................, 19... at the
rate of ........ % per annum, until the principal hereof is paid or made
available for payment [If applicable, insert-, and (to the event that the
payment of such interest shall be legally enforceable) at the rate of
..........% per annum on any overdue principal [and premium. if any] and on any
overdue installment of interest]. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture,
__________________________
* To be completed and supplemented to reflect the terms of any series of
Securities.
A-1
<PAGE>
be paid to the Person in whose name this Security, (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the ..........................................
[or..........................] (whether or not a Business Date) [, as the case
may be,] next preceding such Interest Payment Date. 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 and
may, either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture].
[If the Security is not to bear interest prior to Maturity, insert-The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity, and in such case the overdue principal of this Security shall bear
interest at the rate of ............% per annum (to the extent that the payment
of such interest shall be legally enforceable), which shall accrue from the date
of such default in payment to the date payment of such principal has been made
or duly provided for. Interest on any overdue principal shall be payable on
demand. Any such interest on any overdue principal that is not so paid on
demand shall bear interest at the rate of ..............% per annum (to the
extent that the payment of such interest shall be legally enforceable), which
shall accrue from the date of such demand for payment to the date payment of
such interest has been made or duly provided for, and such interest shall also
be payable on demand.] [Payment of the principal of [(and premium, if any)] and
[If applicable, insert-any such] interest on this Security will be made at [the
offices or agencies of the Company maintained for that purpose in
....................................., in such coin or currency [of the United
States of America] as at the time of payment is legal tender for payment of
public and private debt.] [If applicable, insert-; provided, however, that at
the option of the Company payment of interest may be made by [United States
dollar] check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].]
[If Securities of the series are to be offered to United States Aliens,
insert-The Company will pay to the Holder of this Security who is a United
States Alien (as defined below) such additional amounts as may be necessary in
order that [If the Security is interest-bearing, insert- every net payment of
the principal of [(and premium, if any)] and interest on this Security] [If the
Security is not to bear interest Prior to Maturity, insert-(i) the net payment
of principal of (and interest on overdue principal, if any, on) this Security
and (ii) the net proceeds from the sale or exchange of this Security, including
in each case, amounts received in respect of original issue discount), after
deduction or withholding for or on
A-2
<PAGE>
account of any present or future tax, assessment or other governmental charge
imposed by the United States (as defined below) or any political subdivision or
taxing authority thereof or therein upon or as a result of such payment [If the
Security is not to bear interest prior to Maturity insert-or as a result of such
sale or exchange), will not be less than the amount provided for in this
Security to be then due and payable [If the Security is not to bear interest
prior to Maturity, insert-or, in the case of a sale or exchange, the amount of
the net proceeds from the sale or exchange before any such tax, assessment or
other governmental charge]; provided, however, that the foregoing obligation to
pay additional amounts will not apply to any one or more of the following:
(a) any tax, assessment or other governmental charge which would not
have been so imposed but for (i) the existence of any present or former
connection between such Holder (or between a fiduciary, settlor,
beneficiary or member of, or possessor of a power over, such Holder, if
such Holder is an estate, a trust or a partnership) and the United States,
including, without limitation, such Holder (or such fiduciary, settlor,
beneficiary, member or possessor) being or having been a citizen or
resident or treated as a resident thereof, or being or having been engaged
in trade or business or present therein, or having or having had a
permanent establishment therein, or (ii) such Holder's present or former
status as a personal holding company, a foreign personal holding company, a
controlled foreign corporation for United States tax purposes or a
corporation which accumulates earnings to avoid United States federal
income tax;
(b) any tax, assessment or other governmental charge imposed (If the
Security is interest-bearing, insert-on interest received by a Person
holding, actually or constructively, 10% or more of the total combined
voting power of all classes of stock of the Company entitled to vote) [if
the Security is not to bear interest prior to Maturity, insert-by reason of
such Holder's past or present status as the actual or constructive owner of
10% or more of the total combined voting power of all classes of stock of
the Company entitled to vote];
(c) any tax, assessment or other governmental charge which would not
have been imposed but for the failure to comply with any certification,
identification or other reporting requirements concerning the nationality,
residence, identity or connection with the United States of the Holder or
beneficial owner of this Security, if compliance is required by statute or
by regulation of the United States Treasury Department as a precondition to
exemption from such tax, assessment or other governmental charge;
(d) any estate, inheritance, gift, sales, transfer, personal property
or any similar tax, assessment or governmental charge;
A-3
<PAGE>
(e) any tax, assessment or other governmental charge which is payable
otherwise than by deduction or withholding from payments of [if the
Security is interest-bearing, insert-principal of [(and premium, if any))
or interest on this Security] [If the Security is not to bear interest
prior to Maturity, insert-principal of (or interest on overdue principal,
if any, on) this Security or from payments from the proceeds of a sale or
exchange of this Security]; or
(f) any tax, assessment or other governmental charge which would not
have been so imposed but for the presentation by the Holder of this
Security for payment on a date more than 15 days after the date on which
such payment became due and payable or the date on which payment thereof is
duly provided for, whichever occurs later;
nor will additional amounts be paid with respect to any payment of [if the
Security is interest-bearing, insert-principal of [(and premium, if any)) or
interest on this Security] [if the Security is not to bear interest prior to
Maturity, insert- principal of (or interest on overdue principal, if any, on)
this Security or of the proceeds of any sale or exchange of this Security] to
any United States Alien who is a fiduciary or partnership or other than the sole
beneficial owner of any such payment to the extent that a beneficiary or settlor
with respect to such fiduciary, a member of such a partnership or the beneficial
owner would not have been entitled to the additional amounts had such
beneficiary:, settlor, member or beneficial owner been the Holder of this
Security. The term "'United States Alien" means any Person who, for United
States federal income tax purposes, is a foreign corporation, a non-resident
alien individual, a non-resident alien fiduciary of a foreign estate or trust or
a foreign partnership one or more of the members of which is, for United States
federal income tax purposes, a foreign corporation, a non-resident alien
individual or a nonresident alien fiduciary of a foreign estate or trust and the
term "United States" means the United States of America (including the States
and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.]
Reference is hereby made to the further provisions of this Security set
forth on the reverse side hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an Authenticating
Agent, by manual signature of an authorized signatory, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
A-4
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:..................
CAMPBELL SOUP COMPANY
By......................................
Attest:
....................................
[FORM OF REVERSE]
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of September, 1996 (herein called the
"Indenture"), between the Company and Bankers Trust Company, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities [If the Securities of the series are issuable as Bearer
Securities, insert-and any coupons appertaining thereto] and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [, limited in
aggregate principal amount to [U.S.] [$] ....................................].
The Securities of this series are issuable as Bearer Securities [, with interest
coupons attached,] in the denomination of [If Securities of the series are
issuable as Bearer Securities, insert-[U.S$]..................... and] [only]
Registered Securities, without coupons in denominations of
[U.S.$]........................... and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth.
[Bearer Securities and Registered] Securities of this series are exchangeable
for a like aggregate principal amount of [Registered] Securities of this series
and of like tenor of any authorized denominations, as requested by the Holder
surrendering the same, upon surrender of the Security or Securities to be
exchanged at [any office or agency described below where Registered Securities
of this series may be presented for registration of transfer]. [Bearer
Securities may not be issued in exchange for Registered Securities.]
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<PAGE>
(If applicable, insert-The Securities of this series are subject to
redemption [(I)] (If applicable insert-on ........................... in any
year commencing with the year ................ and ending with the year
.......... through operation of the sinking fund for this series at a Redemption
Price equal to [100% of the principal amount] [or insert formula for determining
the amount], [and] (2) [If applicable, insert- at any time [on or
after............... 19..... ], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [or before ................, ....%, and if
redeemed] during the 12-month period beginning, .......................... of
the years indicated,
REDEMPTION REDEMPTION
YEAR PRICE YEAR PRICE
-------------------------------------------------------------------
and thereafter at a Redemption Price equal to ..............% of the principal
amount,] [If applicable, insert- [and (....)] under the circumstances described
in the next [two] succeeding paragraph[s] at a Redemption Price equal to [100%
of the principal amount,] [or insert formula for determining the amount]] [If
the Security is interest-bearing, insert-, together in the case. of any such
redemption [If applicable, insert- (whether through operation of the sinking
fund or otherwise)] with accrued interest to the Redemption Date; provided,
however, that installments of interest on this Security whose Stated Maturity is
on or prior to such Redemption Date will be payable to the Holder of this
Security, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture].
[If applicable, insert-The Securities of this series are subject to redemption
(1) on ................ in any year commencing with the year .......... and
ending with the year ........., through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after..............., 19..... ], as a whole or
in part, at the election of the Company, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below: If redeemed during the
12-month period beginning .................. of the years indicated,
A-6
<PAGE>
REDEMPTION PRICE
FOR REDEMPTION REDEMPTION PRICE FOR
THROUGH OPERATION REDEMPTION OTHERWISE
OF THE THAN THROUGH OPERATION
YEAR SINKING FUND OF THE SINKING FUND
--------------------------------------------------------------------
and thereafter at a Redemption Price equal to ........% of the principal amount,
[If applicable, insert- and (3) under the circumstances described in the next
[two] succeeding paragraph[s] at a Redemption Price equal to [100% of the
principal amount] [or insert formula for determining the amount]] [if the
Security is interest-bearing, insert- together in the case of any such
redemption (whether through operation of the sinking fund or otherwise) with
accrued interest to the Redemption Date; provided, however, that installments of
interest on this Security whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holder of this Security, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture].]
[Partial redemption must be made in an amount not less than [U.S. $1,000]
principal amount of Securities.]
[Notwithstanding the foregoing, the Company may not, prior to ............,
redeem any Securities of this series as contemplated by Clause [(2)] above as a
part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than .............% per annum.]
[If Securities of the series are to be offered to United States Aliens,
insert-The Securities may be redeemed, as a whole but not in part, at the option
of the Company, at a Redemption Price [equal to 100% of their principal amount]
[determined as set forth in the preceding paragraph] [If the Security is
interest-bearing, insert-, together with interest accrued to the date fixed for
redemption,] if, as a result of any amendment to, or change in, the laws or
regulations of the United States or any political subdivision or taxing
authority thereof or therein affecting taxation, or any amendment to or change
in an official interpretation or application of such laws or regulations, which
amendment or change is effective on or after .................., 19...., the
Company will become obligated to pay additional amounts (as described in the
face hereof) [If the Security is interest-bearing, insert- on the next
succeeding Interest Payment Date) [If the Security is not to bear interest prior
to Maturity, insert-at Maturity or upon the sale or exchange of any Security);
provided
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<PAGE>
that, at the time such notice is given, such obligation to pay such additional
amounts remains in effect.]
[If the Securities of the series are issuable as Bearer Securities and if
applicable, insert- In addition, if the Company determines, based upon a written
opinion of independent counsel, that any payment made outside the United States
by the Company or any of its Paying Agents of the full amount of principal,
[(premium, if any)] or interest, if any, due with respect to any Bearer Security
or coupon would, under any present or future laws or regulations of the United
States, be subject to any certification, identification or other reporting
requirement of any kind, the effect of which requirement is the disclosure to
the Company, any Paying Agent or any governmental authority of the nationality,
residence or identity of a beneficial owner of such Bearer Security or coupon
who is a United States Alien (as defined on the face hereof) (other than such a
requirement (a) which would not be applicable to a payment made by the Company
or any one of its Paying Agents (i) directly to the beneficial owner or (ii) to
any custodian, nominee or other agent of the beneficial owner, or (b) which can
be satisfied by the custodian, nominee or other agent certifying that the
beneficial owner is a United States Alien, provided in each case referred to in
clauses (a)(ii) and (b) that payment by such custodian, nominee or other agent
of such beneficial owner is not otherwise subject to any such requirement), the
Company at its election will either (x) redeem the Securities, as a whole but
not in part, at a Redemption Price [equal to 100% of their principal amount]
[determined as set forth in the next preceding paragraph,] together with
interest accrued to the date fixed for redemption, or (y) if and so long as any
such certification, identification or other reporting requirement would be fully
satisfied by payment of a backup withholding tax or similar charge, pay to the
Holders of Bearer Securities who are United States Aliens certain additional
amounts specified in the Bearer Securities of this series. The Company will
make such determination and election and notify the Trustee thereof as soon as
practicable, and the Trustee will promptly give notice of such determination in
the manner provided below (the "Determination Notice"), in each case stating the
effective date of such certification, identification or other reporting
requirement, whether the Company will redeem the Securities or will pay to the
Holders of Bearer Securities who are United States Aliens the additional amounts
specified in the Bearer Securities of this series and (if applicable) the last
day by which the redemption of the Securities must take place. If the Company
elects to redeem the Securities, such redemption shall take place on such date,
not later than one year after publication of the Determination Notice, as the
Company elects by notice to the Trustee at least [60] days before such date,
unless shorter notice is acceptable to the Trustee. Notwithstanding the
foregoing, the Company will not so redeem the Securities if the Company, based
upon an opinion of independent counsel, subsequently determines, not less than
[30] days prior to the date fixed for redemption, that subsequent payments would
not be subject to any such requirement, in which case the Company will notify
the Trustee, which will promptly give notice of that determination in the manner
provided below, and any earlier redemption notice will thereupon be revoked and
of no further effect. If the Company elects as provided in clause (y) above to
pay such additional amounts to the Holders of Bearer Securities who are United
A-8
<PAGE>
States Aliens, and as long as the Company is obligated to pay such additional
amounts to such Holders, the Company may subsequently redeem the Securities, at
any time, as a whole but not in part, at a Redemption Price [equal to 100% of
their principal amount] [determined as set forth in the next preceding
paragraph,] together with interest accrued to the date fixed for redemption, but
without reduction for applicable United States withholding taxes.]
[The sinking fund for this series provides for the redemption on
.................. in each year, beginning with the year .................. and
ending with the years ........................ of [not less than] [U.S.]
$.............. [("mandatory sinking fund") and not more than [U.S.]
$..............] aggregate principal amount of Securities of this series.
[Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made in the inverse
order in which they become due.]]
[Notice of redemption will be given by mail to Holders of [If the
Securities of the series are issuable as Bearer Securities, insert- Registered]
Securities, not less than 30 nor more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture.]
In the event of redemption of this Security in part only, a new [If the
Securities of the series are issuable as Bearer Securities, insert-Registered]
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, [the] [If an Original Issue Discount Security, insert-
an amount of] principal of the Securities of this series may be declared due and
payable in the manner and with the effect provided in the Indenture. [If an
Original Issue Discount Security, insert - Such amount shall be equal to-insert
formula for determining the amount. Upon payment (i) of the amount of principal
so declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Company's obligations in respect of
the payment of the principal of and interest, if any, on the Securities of this
series shall terminate.]
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 [If the Securities of the series are issuable as Bearer Securities [and
are interest-bearing,] insert- and any related coupons) under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Securities at the time Outstanding of each
series to be affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding (with each series voting as a separate class in
certain cases specified in the
A-9
<PAGE>
Indenture, or with all series voting as one class, in certain other cases
specified in the Indenture), on behalf of the Holders of all Securities of such
series [If the Securities of the series are issuable as Bearer Securities [and
are interest-bearing] insert-and any related coupons], to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notification of such consent or waiver is made upon this
Security.
As set forth in, and subject to, the provisions of the Indenture, no Holder
of any Security of this series will have any right to institute any proceeding
with respect to the Indenture or for any remedy thereunder, unless such Holder
shall have previously given to the Trustee written notice of a continuing Event
of Default with respect to this series, the Holders of not less than 25% in
principal amount of the Outstanding Securities of this series shall have made
written request, and offered reasonable indemnity, to the Trustee to institute
such proceeding as trustee, and the Trustee shall not have received from the
Holders of a majority in principal amount of the Outstanding Securities of this
series a direction inconsistent with such request and shall have failed to
institute such proceedings within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of [(and premium, if any)] or [any]
interest on this Security on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of [(and premium, if any)] and
[any] interest [(including additional amounts, as described on the face hereof)]
on this Security at the times, place[s] and rate, and in the coin or currency,
herein prescribed.
[Title to Bearer Securities shall pass by delivery.] As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
[this] [Registered] Security is registrable in the Security Register, upon
surrender of [this] [Registered] Security for registration of transfer at the
office or agency of the Company in [any place where the principal of [(and
premium, if any)] and [any] interest on such Security are payable], duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new [If the Securities of the series are issuable as Bearer Securities,
insert -Registered] Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
[If the Securities of the series are not issuable as Bearer Securities
insert-the Securities of this series are issuable only in registered form,
without coupons, in denomina
A-10
<PAGE>
tions of [$]_________ and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal amount of Securities
of this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.]
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture, [and] the Securities and [If the Securities of the series
are issuable as Bearer Securities, insert-any coupons appertaining thereon]
shall be governed by and construed in accordance with the laws of the State of
New York, without giving effect to the conflicts of laws provisions thereof.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
A-11
<PAGE>
EXHIBIT B
[FORM OF BEARER SECURITY AND
FORM OF RELATED COUPON]*
[Form of Face of Security]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE [If an
Original Issue Discount Security, insert any legend required by the Internal
Revenue Code and the Regulations thereunder.]
Campbell Soup Company
___________________________________
No. B._______________ [U.S.$_______________]
CAMPBELL SOUP COMPANY, a corporation duly organized and existing under the
laws of New Jersey (herein called the "Company", which term includes any
successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to bearer upon presentation and surrender
of this Security the principal sum of __ [United States dollars] on
____________________ [If the Security is interest-bearing, insert-, and to pay
interest thereon, from the date hereof, [semi-annually in arrears on
____________________ and ___________________ in each year] [annually in arrears
on _______________ in each year], commencing __________, 19____, at the rate of
___ % per annum, until the principal hereof is paid or made available for
payment [If applicable, insert-, and (to the extent that the payment of such
interest shall be legally enforceable) at the rate of ___% per annum on any
overdue principal and premium and on any overdue installment of interest)].
[If the Security is not to bear interest prior to Maturity, insert- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity, and in such case the overdue principal of this Security shall bear
interest at the rate of ___% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand.
Any such interest on any overdue principal that is not so paid on demand shall
bear interest at the rate of .... % per annum (to the extent that the payment
of such interest shall be legally enforceable), which shall accrue from the date
of such demand for payment to the date
__________________________
* To be completed and supplemented to reflect the terms of any series of
Securities.
B-1
<PAGE>
payment of such interest has been made or duly provided for, and such interest
shall also be payable on demand.] Such payments [(including premium, if any)]
shall be made, subject to any laws or regulations applicable thereto and to the
right of the Company (limited as provided in the Indenture) to rescind the
designation of any such Paying Agent, at the [main] office of _______________ in
_______________, _______________ in _______________, _______________ in
_______________, _______________ in _______________ and _______________ in
_______________, or at such other offices or agencies outside the United States
(as defined below) as the Company may designate, at the option of the Holder, by
[United States dollar] check drawn on a bank in The City of New York or by
transfer of [United States dollars] to an account maintained by the payee with a
bank located outside the United States. [If the Security is interest-bearing,
insert- Interest on this Security due on or before Maturity shall be payable
only upon presentation and surrender at such an office or agency of the interest
coupons hereto attached as they severally mature.] No payment of principal [,
or] [premium] [or interest)] on this Security shall be made at any office or
agency of the Company in the United States or by check mailed to any address in
the United States or by transfer to an account maintained with a bank located in
the United States [If Security is denominated and payable in United States
dollars, insert-; provided, however, that payment of principal of [(and premium,
if any)] and [any] interest on this Security (including any additional amounts
which may be payable as provided below) shall be made at the office of the
Company's Paying Agent in the United States of America, if (but only if) payment
in United States dollars of the full amount of such principal [, premium] [,
interest] or additional amounts, as the case may be, at all offices or agencies
outside the United States maintained for the purpose by the Company in
accordance with the Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions, as determined by the Company].
The Company will pay to the Holder of this Security [If the Security is
interest-bearing insert-or any coupon appertaining hereto] who is a United
States Alien (as defined below) such additional amounts as may be necessary in
order that [If the Security is interest-bearing, insert-every net payment of the
principal of [(and premium if any)] and interest on this Security] [If the
Security is not to bear interest prior to Maturity, insert-(i) the net payment
of principal of (and interest on overdue principal, if any, on) this Security
and (ii) the net proceeds from the sale or exchange of this Security, including,
in each case, amounts received in respect of original issue discount], after
deduction or withholding for or on account of any present or future tax,
assessment or other governmental charge imposed by the United States or any
political subdivision or taxing authority thereof or therein upon or as a result
of such payment [If the Security is not to bear interest prior to Maturity,
insert-or as a result of such sale or exchange], will not be less than the
amount provided for in this Security [If the Security is interest-bearing,
insert-or in such coupons] to be then due and payable [If the Security is not to
bear interest prior to Maturity, insert- or, in the case of a sale or exchange,
the amount of the net proceeds from the sale or exchange before any such tax,
assessment or other governmental charge]; provided, however, that the foregoing
obligation to pay additional amounts will not apply to any one or more of the
following:
B-2
<PAGE>
(a) any tax, assessment or other governmental charge which would not
have been so imposed but for (i) the existence of any present or former
connection between such Holder (or between a fiduciary, settlor,
beneficiary or member of, or possessor of a power over, such Holder, if
such Holder is an estate, a trust or a partner ship) and the United States,
including, without limitation, such Holder (or such fiduciary, settlor,
beneficiary, member or possessor) being or having been a citizen or
resident or treated as a resident thereof, or being or having been engaged
in trade or business or present therein, or having or having had a
permanent establishment therein, or (ii) such Holder's present or former
status as a personal holding company, a foreign personal holding company, a
controlled foreign corporation for United States tax purposes or a
corporation which accumulates earnings to avoid United States federal
income tax;
(b) any tax, assessment or other governmental charge unposed [If the
Security is interest-bearing, insert-on interest received by a Person
holding, actually or constructively, 10% or more of the total combined
voting power of all classes of stock of the Company entitled to vote] [If
the Security is not to bear interest prior to Maturity, insert-by reason of
such Holder's past or present status as the actual or constructive owner of
10% or more of the total combined voting power of all classes of stock of
the Company entitled to vote];
(c) any tax, assessment or other governmental charge which would not
have been imposed but for the failure to comply with any certification,
identification or other reporting requirements concerning the nationality,
residence, identity or connection with the United States of the Holder or
beneficial owner of this Security [If the Security is interest-bearing,
insert-or any coupon appertaining hereto], if compliance is required by
statute or by regulation of the United States Treasury Department as a
precondition to exemption from such tax, assessment or other governmental
charge;
(d) any estate, inheritance, gift, sales, transfer, personal property
or any similar tax, assessment or governmental charge;
(e) any tax, assessment or other governmental charge which is payable
otherwise than by deduction or withholding from payments of [If the
Security is interest-bearing, insert-principal of [(and premium, if any)]
or interest on this Security.] [If the Security is not to bear interest
prior to Maturity, insert-principal of (or interest on overdue principal,
if any, on) this Security or from payments from the proceeds of a sale or
exchange of this Security]; or
(f) any tax, assessment or other governmental charge which would not
have been so imposed but for the presentation by the Holder of this
Security [If Security is interest-bearing insert-or any coupon appertaining
hereto] for payment
B-3
<PAGE>
on a date more than 15 days after the date on which such payment became due
and payable or the date on which payment thereof is duly provided for,
whichever occurs later,
nor will additional amounts be paid with respect to any payment of [If the
Security is interest-bearing insert-principal of [(and premium, if any)] or
interest on this Security] [If the Security is not to bear interest prior to
Maturity, insert-principal of (or interest on over-due principal, if any, on)
this Security or of the proceeds of any sale or exchange of this Security to any
United States Alien who is a fiduciary or partnership or other than the sole
beneficial owner of any such payment to the extent that a beneficiary or settlor
with respect to such fiduciary, a member of such a partnership or the beneficial
owner would not have been entitled to the additional amounts had such
beneficiary, settlor, member or beneficial owner been the Holder of this
Security [If the Security is interest-bearing insert-or any coupon appertaining
hereto]. The term "United States Alien" means any Person who, for United States
federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a nonresident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States
federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust, and
the term "United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.
[Notwithstanding the foregoing, if and so long as a certification
identification or other reporting requirement referred to in the [fourth]
[fifth] paragraph on the reverse hereof would be fully satisfied by payment of a
backup withholding tax or similar charge, the Company may elect, by so stating
in the Determination Notice (as defined in such paragraph), to have the
provisions of this paragraph apply in lieu of the provisions of such paragraph.
In such event, the Company will pay as additional amounts such amounts as may be
necessary so that every net payment made following the effective date of such
requirements outside the United States by the Company or any of its Paying
Agents of principal [(and premiums, if any)] [If the Security is interest-
bearing, insert-or interest] due in respect of any Bearer Security [If the
Security is interest bearing, insert-or any coupon] of which the beneficial
owner is a United States Alien (but without any requirement that the
nationality, residence or identity of such beneficial owner be disclosed to the
Company, any Paying Agent or any governmental authority), after deduction or
withholding for or on account of such backup withholding tax or similar charge
other than a backup withholding tax or similar charge which is (i) the result of
a certification, identification or other reporting requirement described in the
second parenthetical clause of such paragraph, or (ii) imposed as a result of
the fact that the Company or any of its Paying Agents has actual knowledge that
the beneficial owner of such Bearer Security [If the Security is interest-
bearing, insert- or coupon] is within the category of Persons described in
clause (a) of the [third] paragraph of this Security, or (iii) imposed as a
result of presentation of such Bearer Security [If the Security is interest-
bearing insert-or coupon] for payment more than 15 days after the date
B-4
<PAGE>
on which such payment becomes due and payable or on which payment thereof is
duly provided for, whichever occurs later, will not be less than the amount
provided for in such Bearer Security [If the Security is interest-bearing,
insert-or coupon] to be then due and payable.]
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an authenticating
agent, by manual signature of an authorized signatory, neither this Security,
nor any coupon appertaining hereto, shall be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal and coupons bearing the facsimile signature of
[its Treasurer] [one of its Assistant Treasurers] to be annexed hereto.
Dated as of ________ 19__
CAMPBELL SOUP COMPANY
By_____________________________________
Attest:
____________________________________
[Form of Reverse of Security]
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of September ,1996 (herein called the
"Indenture"), between the Company and Bankers Trust Company, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and any coupons appertaining thereto and of the terms upon which
the Securities
B-5
<PAGE>
are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof [, limited in aggregate principal amount to
[U.S.$] ___________________. The Securities of this series are issuable as
Bearer Securities, with interest coupons attached, in the denomination of
[U.S.$] ___________________ [, and as Registered Securities, without coupons, in
denominations of [U.S.$] ___________________ and any integral multiple thereof].
[As provided in the Indenture and subject to certain limitations therein set
forth, Bearer Securities and Registered Securities of this series are
exchangeable for a like aggregate principal amount of Registered Securities of
this series and of like tenor of any authorized denominations, as requested by
the Holder surrendering the same, upon surrender of the Security or Securities
to be exchanged, with all unmatured coupons and all matured coupons in default
thereto appertaining, at any office or agency described below where Registered
Securities of this series may be presented for registration of transfer,
provided, however, that Bearer Securities surrendered in exchange for Registered
Securities between a Record Date and the relevant Interest Payment Date shall be
surrendered without the coupon relating to such Interest Payment Date. Bearer
Securities may not be issued in exchange for Registered Securities.]
[If applicable, insert-The Securities of this series are subject to
redemption [(l)] [If applicable, insert-on (1) _______________ in any year
commencing with the year __________ and ending with the year __________ through
operation of the sinking fund for this series at a Redemption Price equal to
[100% of the principal amount] [or Insert formula for determining the amount],
and (2)] [If applicable insert-at any time [on or after __________ 19__], as a
whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): If redeemed [or
before _____, ___%, and if redeemed] during the 12-month period beginning
_______________ of the years indicated,
REDEMPTION REDEMPTION
YEAR PRICE YEAR PRICE
---- ---------- ---- ----------
and thereafter at a Redemption Price equal to ___% of the principal amount,]
[and (___ )] (under the circumstances described in the next [two] succeeding
paragraph[s] at a Redemption Price equal to [100% of the principal amount] [or
insert formula for determining the amount] [If the Security is interest-
bearing, insert-, together in the case of any such redemption [If applicable
insert-(whether through operation of the sinking fund or otherwise)] with
accrued interest to the Redemption Date; provided, however, that interest
installments on this Security whose Stated Maturity is on or prior to such
Redemption Date will be payable only upon presentation and surrender of coupons
for such interest (at an office or agency located outside the United States,
except as herein provided otherwise)].]
B-6
<PAGE>
[If applicable, insert-The Securities of this series are subject to
redemption (1) on __________ in any year commencing with the year __________ and
ending with the year __________ through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after __________, 19__], as a whole or in
part, at the election of the Company, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below: If redeemed during the
12-month period beginning __________ of the years indicated.
REDEMPTION PRICE
FOR REDEMPTION REDEMPTION PRICE FOR
THROUGH OPERATION REDEMPTION OTHERWISE
OF THE THAN THROUGH OPERATION
YEAR SINKING FUND OF THE SINKING FUND
---- ----------------- ----------------------
and thereafter at a Redemption Price equal to ___% of the principal amount, and
(3) under the circumstances described in the next [two] succeeding paragraph[s]
at a Redemption Price equal to 100% of the principal amount [or insert formula
for determining the amount] [If the Security is interest-bearing insert-,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date;
provided, however, that interest installments on this Security whose Stated
Maturity is on or prior to such Redemption Date will be payable only upon
presentation and surrender of coupons for such interest (at an office or agency
located outside the United States, except as herein provided otherwise)].]
[Partial redemption must be in an amount not less than [U.S. $5,000]
principal amount of Securities.] [Notwithstanding the foregoing, the Company may
not, prior to _______________, redeem any Securities of this series as
contemplated by Clause [(2)] above as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than ___% per annum.]
[The Securities may be redeemed, as a whole but not in part, at the option
of the Company, at a Redemption Price [equal to 100% of their principal amount]
[determined as set forth in the preceding paragraph]. [If the Security is
interest-bearing, insert-, together with interest accrued to the date fixed for
redemption,] if, as a result of any amendment to, or change in, the laws or
regulations of the United States or any political subdivision or taxing
authority thereof or therein affecting taxation, or any amendment to or change
in an
B-7
<PAGE>
official interpretation or application of such laws or regulations, which
amendment or change is effective on or after _________, 19__, the Company will
become obligated to pay additional amounts (as described on the face hereof) [If
the Security is interest-bearing, insert-on the next succeeding Interest Payment
Date] [If the Security is not to bear interest prior to Maturity, insert- at
Maturity or upon the sale or exchange of any Security] at the time such notice
is given, such obligation to pay such additional amounts remains in effect.
[If applicable, insert- In addition, if the Company determines, based
upon a written opinion of independent counsel, that any payment made outside the
United States by the Company or any of its Paying Agents of the full amount of
principal [(, premium, if any)] or interest due with respect to any Bearer
Security or coupon would, under any present or future laws or regulations of the
United States, be subject to any certification, identification or other
reporting requirement of any kind, the effect of which requirement is the
disclosure to the Company, any Paying Agent or any governmental authority of the
nationality, residence or identity of a beneficial owner of such Bearer Security
or coupon who is a United States Alien (as defined on the face hereof) (other
than such a requirement (a) which would not be applicable to a payment made by
the Company or any one of its Paying Agents (i) directly to the beneficial owner
or (ii) to any custodian, nominee or other agent of the beneficial owner, or (b)
which can be satisfied by the custodian, nominee or other agent certifying that
the beneficial owner is a United States Alien, provided in each case
referred to in clauses (a) (ii) and (b) that payment by such custodian, nominee
or other agent of such beneficial owner is not otherwise subject to any such
requirement), the Company at its election will either (x) redeem the Securities
as a whole but not in part, at a Redemption Price [equal to 100% of their
principal amount,] [determined as set forth in the next preceding paragraph,]
together with interest accrued to the date fixed for redemption, or (y) if and
so long as the conditions of the [third] paragraph on the face of this Security
are satisfied, pay the additional amounts specified in such paragraph. The
Company will make such determination and election and notify the Trustee thereof
as soon as practicable, and the Trustee will promptly give notice of such
determination in the manner provided below (the "Determination Notice"), in each
case stating the effective date of such certification, identification or other
reporting requirement, whether the Company will redeem the Securities or will
pay the additional amounts specified in such paragraph and (if applicable) the
last date by which the redemption of the Securities must take place. If the
Company elects to redeem the Securities, such redemption shall take place on
such date, not later than one year after publication of the Determination
Notice, as the Company elects by notice to the Trustee at least [60] days before
such date, unless shorter notice is acceptable to the Trustee. Notwithstanding
the foregoing, the Company will not so redeem the Securities if the Company,
based upon an opinion of independent counsel, subsequently determines, not less
than [30] days prior to the date fixed for redemption, that subsequent payments
would not be subject to any such requirement, in which case the Company will
notify the Trustee, which will promptly give notice of that determination in the
manner provided below, and any earlier redemption notice will thereupon be
revoked and of no further effect. If the Company elects as provided in clause
(y) above to pay additional
B-8
<PAGE>
amounts, and as long as the Company is obligated to pay such additional amounts,
the Company may subsequently redeem the Securities, at any time, as a whole but
not in part, at a Redemption Price [equal to 100% of their principal amount]
[determined as set forth in the next preceding paragraph,] together with
interest accrued to the date fixed for redemption, but without reduction for
applicable United States withholding taxes.]
[If applicable, insert- In addition, if the Company determines, based
upon a written opinion of independent counsel, that any payment made outside the
United States by the Company or any of its Paying Agents of the full amount due
with respect to any Bearer Security would, under any present or future laws or
regulations of the United States, be subject to any certification,
identification or other reporting requirement of any kind, the effect of which
requirement is the disclosure to the Company, any Paying Agent or any
governmental authority of the nationality, residence or identity of a beneficial
owner of such Bearer Security who is a United States Alien (as defined on the
face hereof) (other than such a requirement (a) which would not be applicable to
a payment made by the Company or any one of its Paying Agents (i) directly to
the beneficial owner or (ii) to any custodian, nominee or other agent of the
beneficial owner, or (b) which can be satisfied by the custodian, nominee or
other agent certifying to the effect that such beneficial owner is a United
States Alien, provided in each case referred to in clauses (a)(ii) and (b) that
payment by such custodian, nominee or other agent of such beneficial owner is
not otherwise subject to any such requirement), the Company at its election will
either (x) permit any Holder of a Bearer Security to present such Bearer
Security for redemption within 90 days of notice of such redemption, at a
Redemption Price determined as set forth in the next preceding paragraph, or (y)
if and so long as the conditions of the [fifth] paragraph on the face of this
Security are satisfied, pay the additional amounts specified in such paragraph.
The Company will make such determination and election and notify the Trustee
thereof as soon as practicable, and the Trustee will promptly give notice of
such determination in the manner provided below (the "Determination Notice"), in
each case stating the. effective date of such certification, identification or
other reporting requirement, whether the Company has elected to permit
redemption of the Bearer Securities or to pay the additional amounts specified
in such paragraph and (if applicable) the last day by which the Company may
publish any notice of redemption. If the Company elects to permit redemption of
the Bearer Securities, notice of the redemption will be given not more than 268
days following the Determination Notice and will specify the date fixed for
redemption. The Bearer Securities will be redeemed on the day 97 days after
notice of the redemption has been given. Notwithstanding the foregoing, the
Company will not permit redemption of the Bearer Securities if the Company,
based upon an opinion of independent counsel, subsequently determines, not less
than 30 days prior to the date fixed for redemption, that no payment would be
subject to any such requirement, in which case the Company will promptly notify
the Trustee, which will promptly give notice of that determination in the manner
described below, and any earlier redemption notice will thereupon be revoked and
of no further effect.]
B-9
<PAGE>
[The sinking fund for this series provides for the redemption on
___________ in each year, beginning with the year __, and ending with the year
____, of [not less than] [U.S.$]..... [("mandatory sinking fund") and not more
than [U.S.$].] aggregate principal amount of Securities of this series.
[Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made - in the inverse
order in which they become due).]
[Notice of redemption will be given by publication in an Authorized
Newspaper in The City of New York and, if the Securities of this series are then
listed on [The Stock Exchange of the United Kingdom and the Republic of Ireland]
[the Luxembourg Stock Exchange] [or] any [other] stock exchange located outside
the United States and such stock exchange shall so require, in [London]
[Luxembourg] [or] in any [other] required city outside the United States or, if
not practicable, elsewhere in Europe, [and by mail to Holders of Registered
Securities] not less than 30 nor more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture.]
If an Event of Default with respect to Securities of this series shall
occur and be continuing, [the] [If an Original Issue Discount Security, insert-
an amount of] principal of the Securities of the series may be declared due and
payable in the manner and with the effect provided in the Indenture [the] [If an
Original Issue Discount Security, insert - such amount shall be equal to-insert
formula for determining the amount. Upon payment (i) of the amount of principal
so declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Company's obligations in respect of
the payment of the principal of and interest, if any, on the Securities of this
series shall terminate.]
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 [If the Securities of the series are interest-bearing insert-and any
related coupons] under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of a majority. in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding (with
each series voting as a separate class in certain other cases specified in the
Indenture or with all series voting as one class, in certain other cases
specified in the Indenture), on behalf of the Holders of all Securities of such
series [If the Securities of the series are interest-bearing, insert- and any
related coupons], to waive compliance by the Company with certain provisions of
the Indenture and certtain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
Security and any coupon appertaining
B-10
<PAGE>
hereto and of any Security issued in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.
As set forth in, and subject to, the provisions of the Indenture, no Holder of
any Security of this series [If the Security is interest-bearing, insert-or any
related coupon] will have any right to institute any proceeding with respect to
the Indenture or for any remedy thereunder, unless such Holder shall have
previously given to the Trustee written notice of a continuing Event of Default
with respect to this series, the Holders of not less than 25% in principal
amount of the Outstanding Securities of this series shall have made written
request, and offered reasonable indemnity, to the Trustee to institute such
proceeding as trustee, and the Trustee shall not have received from the Holders
of a majority in principal amount of the Outstanding Securities of this series a
direction inconsistent with such request and shall have failed to institute such
proceeding within 60 days; provided, however, that such limitations do not apply
to a suit instituted by the Holder hereof [If the Security is interest-bearing
insert-or any related coupon] for the enforcement of payment of the principal of
[(and premium, if any)] or [any] interest on this Security [If the Security is
interest-bearing, insert-or payment of such coupon] on or after the respective
due dates expressed herein [If the Security is interest-bearing, insert-or in
such coupon].
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of [(and premium, if any)]
and [any] interest (including additional amounts, as described on the face
hereof) on this Security at the times, places and rate, and in the coin or
currency, herein prescribed.
Title to [Bearer] Securities and coupons shall pass by delivery. [As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of Registered Securities is registrable in the Security Register,
upon surrender of a Registered Security for registration of transfer at the
[Corporate Trust Office of the Trustee or such other] office or agency of the
Company in any place where the principal of (premium, if any) and interest, if
any, on such Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder thereof or his attorney duly authorized
in writing, and thereupon one or more new [Registered] Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.]
[No service charge shall be made for any such [registration of
transfer or] exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.]
The Company, the Trustee and any agent of the Company or the Trustee
may treat the bearer of a Bearer Security of any series [If the Securities of
the series are
B-11
<PAGE>
interest-bearing, insert - and any coupon appertaining thereto] [, and prior to
due presentment of a Registered Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered,] as the owner thereof for all
purposes, whether or not such Security [If the Securities of the series are
interest-bearing insert-or such coupon] is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture, the Securities and any coupons appertaining thereto
shall be governed by and construed in accordance with the laws of the State of
New York without giving effect to the conflicts of laws provisions thereof. All
term used in this Security which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.
B-12
<PAGE>
[FORM OF FACE OF COUPON]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
[R-]__________
CAMPBELL SOUP COMPANY [U.S.$]_______
Due___________
________________________________
Unless the Security to which this coupon appertaining shall have been
called for previous redemption and payment thereof duly provided for on the date
set forth hereon. CAMPBELL SOUP COMPANY (herein called the "Company") will pay
to bearer, upon surrender hereof, the amount shown hereon (together with any
additional amounts in respect thereof which the Company may be required to pay
according to the terms of said Security and the Indenture referred to therein)
[at the initial Paying Agents set out on the reverse hereof or at such other
offices or agencies (which, except as otherwise provided in the Security to
which this coupon appertaining, shall be located outside the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction (the "United
States")) as the Company may designate from time to time,] at the option of the
Holder, by [United States dollar check] drawn on a bank in The City of New York
or by transfer of [United States dollars] to an account maintained by the payee
with a bank located outside the United States, being [one year's] interest then
payable on said Security.
CAMPBELL SOUP COMPANY
By______________________________________
B-13
<PAGE>
[Reverse of Coupon]**
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
__________________________
** Insert names and addresses of Initial Paying Agents located outside the
United States.
B-14
<PAGE>
Exhibit C-1
[FORM OF CERTIFICATE TO BE GIVEN BY
PERSON ENTITLED TO RECEIVE BEARER SECURITY]
CERTIFICATE
Whenever any provision of this Indenture or the forms of Security
contemplates that certification be given by a Person entitled to receive a
Bearer Security, such certification shall be provided substantially in the form
of the following certificate, with only such changes as shall be approved by the
Company:
[Insert title or sufficient description
of Securities to be delivered]
This is to certify that the above-captioned Security is not being
acquired by or on behalf of a United States person, or for offer to resell or
for resale to a United States person or any person inside the United States, or,
if a beneficial interest in the Security is being acquired by a United States
person, that such person is a financial institution within the meaning of
Section 1.165-12(c)(1)(v) of the United States Treasury Regulations or is
acquiring through such a financial institution, and in either case that the
Security is held by a financial institution that has agreed in writing to comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder and is not
purchasing for offer to resell or for resale inside the United States. If this
certificate is being provided by a clearing organization, it is based on
statements provided to it by its member organizations. As used herein, "United
States" means the United States of America (including the States and the
District of Columbia), its territories and possessions and other areas subject
to its jurisdiction, and "United States person" means any citizen or resident of
the United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof and any estate or trust the income of which is subject to United States
Federal income taxation regardless of its source. If the undersigned is a
dealer, the undersigned agrees to obtain a similar certificate from each person
entitled to delivery of any of the above-captioned Securities in bearer form
purchased from it; provided, however, that, if the undersigned has actual
knowledge that the information contained in such a certificate is false (and,
absent documentary evidence that the beneficial owner of such Security is not a
United States person, the undersigned will be, deemed to have actual knowledge
that such beneficial owner, other than a financial institution described above,
is a United States person if the undersigned has a United States address for
such beneficial owner), the undersigned will not deliver a Security in temporary
or definitive bearer form to the person who signed such certificate
notwithstanding the delivery of such certificate to the undersigned.
C-1
<PAGE>
We undertake to advise you by telex if the above statement as to
beneficial ownership is not correct on the date of delivery of the above-
captioned Securities in bearer form as to all of such Securities.
We understand that this certificate is required in connection with
certain securities and tax legislation in the United States. If administrative
or legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.]
Dated: __________, 19__ ___________________________________
C-2
<PAGE>
Exhibit C-2
[FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE
OF A PORTION OF A TEMPORARY GLOBAL SECURITY
Whenever any provision of this Indenture or the forms of Security
contemplates that certification be given by Euroclear or CEDEL S.A. in
connection with the exchange of a portion of a temporary global Security, such
certification shall be provided substantially in the form of the following
certificate, with only such changes as shall be approved by the Company:]
CERTIFICATE
......................
[Insert title or sufficient description
of Securities to be delivered]
This is to certify with respect to U.S. $ principal amount of the
above-captioned Securities (i) that we have received from each of the persons
appearing in our records as persons entitled to a portion of such principal
amount (our "Qualified Account Holders") a certificate with respect to such
portion substantially in the form attached hereto, and (ii) that we are not
submitting herewith for exchange any portion of the temporary global Security
representing the above-captioned Securities excepted in such certificates.
We further certify that as of the date hereof we have not received any
notification from any of our Qualified Account Holders to the effect that the
statements made by such Qualified Account Holders with respect to any portion of
the Principal amount submitted herewith for exchange are no longer true and
cannot be relied upon as of the date hereof.
We understand that this certificate may be required in connection with
certain securities and tax legislation in the United States. If administrative
or legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.
Dated: __________, 19__
(To be dated no earlier than
the Exchange Date]
[MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, BRUSSELS OFFICE, as
Operator of the Euroclear System] [CEDEL
S.A.]
By ...................................
C-2-1
<PAGE>
Exhibit C-3
[FORM OF CERTIFICATE TO BE GIVEN BY
EUROCLEAR AND CEDEL S.A. TO OBTAIN
INTEREST PRIOR TO AN EXCHANGE DATE
Whenever any provision of this indenture or the forms of Security
contemplates that certification be given by Euroclear or CEDEL S.A. to obtain
interest prior to an Exchange Date, such certification shall be provided
substantially in the form of the following certificate, with only such changes
as shall be approved by the Company:]
CERTIFICATE
................
[Insert title or sufficient description of Securities]
We confirm that the interest payable on the Interest Payment Date on
[Insert Date] will be paid to each of the persons appearing in our records as
being entitled to interest payable on such date from whom we have received a
written certification, dated not earlier than such Interest Payment Date,
substantially in the form attached hereto. We undertake to retain certificates
received from our member organizations in connection herewith for four years
from the end of the calendar year in which such certificates are received.
We undertake that any interest received by us and not paid as provided
above shall be returned to the Trustee for the above Securities immediately
prior to the expiration of two years after such Interest Payment Date in order
to be repaid by such Trustee to the above issuer at the end of two years after
such Interest Payment Date.
Dated: ........... 19 ....
[To be dated on or after
the relevant Interest
Payment Date]
[MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, BRUSSELS OFFICE, as Operator of
the Euroclear System] [CEDEL S.A.]
By ....................................
C-3-1
<PAGE>
Exhibit C-4
[FORM OF CERTIFICATION BY BENEFICIAL OWNERS
TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE
Whenever any provision of this Indenture or the forms of Security
contemplates that certification be given by a Person who beneficially owns any
[Bearer] Security in connection with obtaining any interest prior to an Exchange
Date relating to such Bearer Security, such certification shall be provided
substantially in the form of the following certificate, with only such changes
as shall be approved by the Company:]
CERTIFICATE
................
[Insert title or sufficient description of Securities]
This is to certify that as of the Interest Payment Date on [Insert
date] and except as provided in the third paragraph hereof, none of the above-
captioned Securities held by you for our account was beneficially owned by a
United States person or, if any of such Securities held by you for our account
were beneficially owned by a United States person, such United States person
either provided an Internal Revenue Service Form W-9 with respect to such
interest payment or certified with respect to such interest payment that it was
an exempt recipient as defined in Section 1.6049-4(c)(1)(ii) of the United
States Treasury regulations.
As used herein, "United States person" means any citizen or resident
of the United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States and any estate or trust the
income of which is subject to United States Federal income taxation regardless
of its source, and "United States" means the United States of America (including
the States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.
This certificate excepts and does not relate to [U.S. $]
principal amount of the above-captioned Securities appearing in your books as
being held for our account as to which we are not yet able to certify and as to
which we understand interest cannot be credited unless and until we are able so
to certify.
C-4-1
<PAGE>
We understand that this certificate may be required in connection with
certain securities and tax legislation in the United States. If administrative
or legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.
Dated:.............. 19....
[To be dated on or after the
relevant Interest Payment Date]
[Name of Person Entitled to
Receive Interest]
...............................
(Authorized Signatory)
Name:
Title:
C-4-2
<PAGE>
Exhibit 5
Opinion of John M. Coleman
September 6, 1996
Campbell Soup Company
Campbell Place
Camden, New Jersey 08103-1799
Gentlemen:
Campbell Soup Company, a New Jersey corporation (the "Company"), is
registering for sale under the Securities Act of 1933, as amended (the "Act"),
$1,000,000,000 in aggregate principal amount of the Company's debt securities
(the "Debt Securities") to be offered from time to time pursuant to a
Registration Statement on Form S-3 being filed under the Act on the date hereof
(the "Registration Statement") and issued from time to time under an Indenture
(the "Indenture"), between the Company and Bankers Trust Company of New York, as
Trustee (the "Trustee"), the form of which has been filed as an exhibit to the
Registration Statement.
As Senior Vice President - Law and Public Affairs of the Company, I have
general supervision over the Company's legal affairs. In such capacity, I, or
lawyers under my supervision, have examined originals or copies certified to our
satisfaction of such documents, certificates or other statements of public
officials and corporate officers of the Company and such other papers as we have
deemed relevant and necessary in order to give the opinion hereinafter set
forth. In this connection, we assumed the genuineness of signatures on, and the
authenticity of, all documents so examined. As to any facts material to this
opinion which were not independently established by us, we relied on such
certificates or other statements of public officials and officers of the Company
with respect to the accuracy of factual matters contained therein.
Based upon the foregoing, and the legal considerations that I deem
relevant, it is my opinion that the Debt Securities of a particular series
offered (the "Offered Debt Securities") will be legally issued and binding
obligations of the Company (except as may be limited by bankruptcy, insolvency,
reorganization or other laws relating to the enforcement of creditors' rights or
by general principles of equity) when (i) the Registration Statement relating to
the Offered Debt Securities, as amended (including all necessary post-effective
amendments), shall have become effective under the Act, (ii) the Indenture shall
have been duly authorized, executed and delivered by the Company and the
Trustee, and duly qualified under the Trust Indenture Act of 1939, as amended,
and (iii) the Offered Debt Securities shall have been duly executed and
authenticated as provided in the Indenture and duly delivered to the purchasers
thereof against payment of the agreed consideration therefore.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference under the caption "Legal Opinions"
in the Prospectus forming a part thereof or used in connection therewith.
Very truly yours,
/s/ John M. Coleman
---------------------------
John M. Coleman
<PAGE>
Exhibit 12
Computation of Ratio of Earnings to Fixed Charges
CAMPBELL SOUP COMPANY
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE
MONTHS
ENDED FISCAL YEAR ENDED
------------- ---------------------------------------------------------
4/28/96 7/30/95 7/31/94 8/1/93 8/2/92 7/28/91
EARNINGS ($MILLIONS)
- ----------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Earnings before taxes $ 927.9 $1,041.8 $ 963.6 $ 519.8 $ 799.3 $ 667.4
Interest expense 98.4 114.8 73.7 82.8 101.9 116.2
Amortization of debt issue costs 0.6 0.5 0.5 2.7 1.6 2.0
Interest portion of rent 15.2 19.5 18.8 19.8 21.9 19.9
Amortization of previously capitalized 4.9 6.3 5.3 4.6 3.6 2.6
interest
Minority interests 12.9 16.9 24.9 8.8 - 7.2
Undistributed earnings of affiliates (0.6) (0.2) - (10.1) (8.8) (2.4)
-------- -------- -------- ------- ------- --------
EARNINGS $1,059.3 $1,199.6 $1,086.8 $ 628.4 $ 919.5 $ 812.9
======== ======== ======== ======= ======= ========
FIXED CHARGES
- ----------------------------------------
Gross interest:
Interest expense $ 98.4 $ 114.8 $ 73.7 $ 82.8 $ 101.9 $ 116.2
Capitalized interest 7.4 8.2 11.1 13.1 17.8 20.7
Amortization of debt issue costs 0.6 0.5 0.5 2.7 1.6 2.0
Interest portion of rent 15.2 19.5 18.8 19.8 21.9 19.9
-------- -------- -------- ------- ------- --------
FIXED CHARGES $ 121.6 $ 143.0 $ 104.1 $ 118.4 $ 143.2 $ 158.8
======== ======== ======== ======= ======= ========
RATIO OF EARNINGS 8.7 8.4 10.4 5.3 6.4 5.1
TO FIXED CHARGES ======== ======== ======== ======= ======= ========
</TABLE>
THE RATIOS OF EARNINGS TO FIXED CHARGES WERE COMPUTED BY DIVIDING EARNINGS BY
FIXED CHARGES. FOR THIS PURPOSE, EARNINGS INCLUDE EARNINGS BEFORE EQUITY IN
EARNINGS OF AFFILIATES AND MINORITY INTERESTS AND TAXES ON EARNINGS AND FIXED
CHARGES. FIXED CHARGES INCLUDE INTEREST AND AMORTIZATION OF DEBT EXPENSES AND
THE ESTIMATED INTEREST COMPONENT OF RENTALS. IN THE FISCAL YEAR ENDED 1993, THE
COMPANY RECORDED A DIVESTITURE AND RESTRUCTURING CHARGE OF $353.0 MILLION.
EXCLUDING THE EFFECT OF SUCH CHARGE, THE RATIO OF EARNINGS TO FIXED CHARGES FOR
THE FISCAL YEAR ENDED 1993 WOULD HAVE BEEN 8.3.
<PAGE>
Exhibit 23(a)
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
September 6, 1995, appearing on page F-9 of Campbell Soup Company's Annual
Report on Form 10-K for the year ended July 30, 1995. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Philadelphia, PA 19103
September 5, 1996
<PAGE>
Exhibit 23(b)
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement Form S-3 and related Prospectus of Campbell Soup Company
and to the incorporation by reference therein of our report dated June 30, 1995,
with respect to the financial statements of Pace Foods, Ltd., included in the
Campbell Soup Company Current Report on Form 8-K dated September 3, 1996, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Antonio, TX 78299
September 6, 1996
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
FORM S-3 REGISTRATION STATEMENT FOR
-----------------------------------
REGISTRATION OF DEBT SECURITIES
-------------------------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John M. Coleman and John J. Furey, and each of
them (with full power of each of them to act alone), their true and lawful
attorneys-in-fact and agents, with full power of substitution and revocation,
for them and in their name, place and stead, in any and all capacities, to sign
a Registration Statement on Form S-3, and any and all amendments thereto
(including post-effective amendments) covering the issuance of debt securities
of Campbell Soup Company, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
CAMPBELL SOUP COMPANY September 4, 1996
---------------------
Signature
---------
/s/ David W. Johnson /s/ Mary Alice Malone
- -------------------------------- --------------------------------
David W. Johnson Mary Alice Malone
Chairman, President and Chief Director
Executive Officer and Director
/s/ Charles H. Mott
/s/ Alva A. App --------------------------------
- -------------------------------- Charles H. Mott
Alva A. App Director
Director
/s/ Edmund M. Carpenter
- -------------------------------- ________________________________
Edmund M. Carpenter Ralph A. Pfeiffer, Jr.
Director Director
/s/ Bennett Dorrance /s/ George M. Sherman
- -------------------------------- --------------------------------
Bennett Dorrance George M. Sherman
Director Director
/s/ Thomas W. Field, Jr. /s/ Donald M. Stewart
- -------------------------------- --------------------------------
Thomas W. Field, Jr. Donald M. Stewart
Director Director
/s/ Kent B. Foster /s/ George Strawbridge, Jr.
- -------------------------------- --------------------------------
Kent B. Foster George Strawbridge, Jr.
Director Director
<PAGE>
/s/ Robert J. Vlasic
________________________________ --------------------------------
David K.P. Li Robert J. Vlasic
Director Director
/s/ Phillip E. Lippincott /s/ Charlotte C. Weber
- -------------------------------- --------------------------------
Philip E. Lippincott Charlotte C. Weber
Director Director
<PAGE>
EXHIBIT 25
___________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b)(2) ___________
______________________________
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
BANKERS TRUST COMPANY
LEGAL DEPARTMENT
130 LIBERTY STREET, 31ST FLOOR
NEW YORK, NEW YORK 10006
(212) 250-2201
(Name, address and telephone number of agent for service)
______________________________
CAMPBELL SOUP COMPANY
(Exact name of obligor as specified in its charter)
NEW JERSEY 21-0419870
(State or other jurisdiction of (I.R.S. employer
Incorporation or organization) Identification no.)
CAMPBELL PLACE
CAMDEN, NJ 08103-1799
(Address of principal executive offices) (Zip Code)
______________________________
$ 1,000,000,000 DEBT SECURITIES
(Title of the indenture securities)
___________________________________________________________________________
<PAGE>
-2-
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising authority
to which it is subject.
NAME ADDRESS
---- -------
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each such
affiliation.
None.
ITEM 3. -15. NOT APPLICABLE
ITEM 16. LIST OF EXHIBITS.
EXHIBIT 1 - Restated Organization Certificate of Bankers Trust
Company dated August 7, 1990 and Certificate of
Amendment of the Organization Certificate of Bankers
Trust Company dated June 21, 1995 - Incorporated herein
by reference to Exhibit 1 filed with Form T-1
Statement, Registration No. 33-65171.
EXHIBIT 2 - Certificate of Authority to commence business -
Incorporated herein by reference to Exhibit 2 filed
with Form T-1 Statement, Registration No. 33-21047.
EXHIBIT 3 - Authorization of the Trustee to exercise corporate
trust powers - Incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement, Registration
No. 33-21047.
EXHIBIT 4 - Existing By-Laws of Bankers Trust Company, dated as
amended on October 19, 1995. - Incorporated herein by
reference to Exhibit 4 filed with Form T-1 Statement,
Registration No. 33-65171.
<PAGE>
-3-
EXHIBIT 5 - Not applicable.
EXHIBIT 6 - Consent of Bankers Trust Company required by Section
321(b) of the Act. - Incorporated herein by reference
to Exhibit 4 filed with Form T-1 Statement,
Registration No. 22-18864.
EXHIBIT 7 - A copy of the latest report of condition of Bankers
Trust Company dated as of March 31, 1996.
EXHIBIT 8 - Not Applicable.
EXHIBIT 9 - Not Applicable.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on the 28th day
of August, 1996.
BANKERS TRUST COMPANY
By: /s/ Terence Rawlins
------------------------------
Terence Rawlins
Assistant Treasurer
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 3/31/96 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor CERT: Page RC-1
City, State ZIP: New York, NY 10006 11
FDIC Certificate No.: 0 0 6 2 3
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED
SAVINGS BANKS MARCH 31, 1996
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
-------------
C400
-------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS / / / / / / / /
1. Cash and balances due from depository institutions (from Schedule RC-A): / / / / / / / /
a. Noninterest-bearing blances and currency and coin(1).................... 0081 1,145,000 1.a.
b. Interest-bearing balances(2)............................................ 0071 1,403,000 1.b.
2. Securities:................................................................. / / / / / / / /
a. Held-to-maturity securities (from Schedule RC-B, column A).............. 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)............ 1773 3,535,000 2.b.
3 Federal funds sold and securities purchased under agreements to resell in domestic offices / / / / / / / /
of the bank and of its Edge and Agreement subsidiaries, and in IBFs:........ / / / / / / / /
a. Federal funds sold...................................................... 0276 3.190,000
b. Securities purchased under agreements to resell......................... 0277 2,242,000 3.b.
4. Loans and lease financing receivables:....................................... / / / / / / / /
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 24,678,000 / / / / / / / / 4.a.
b. LESS: Allowance for loan and lease losses......................RCFD 3123 938,000 / / / / / / / / 4.b.
c. LESS: Allocated transfer risk reserve .........................RCFD 3128 0 / / / / / / / / 4.c.
d. Loans and leases, net of unearned income,............................... / / / / / / / /
allowance, and reserve (item 4.a minus 4.b and 4.c)..................... 2125 23,740,000 4.d.
5. Assets held in trading accounts.............................................. 3545 32,261,000 5.
6. Premises and fixed assets (including capitalized leases)..................... 2145 857,000 6.
7. Other real estate owned (from Schedule RC-M)................................. 2150 247,000 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 2130 253,000 8.
9. Customers' liability to this bank on acceptances outstanding................. 2155 402,000 9.
10. Intangible assets (from Schedule RC-M)....................................... 2143 12,000 10.
11. Other assets (from Schedule RC-F)............................................ 2160 11,579,000 11.
12. Total assets (sum of items 1 through 11)..................................... 2170 80,866,000 12.
------------------------
</TABLE>
__________________________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 3/31/96 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor CERT: Page RC-1
City, State ZIP: New York, NY 10006 11
FDIC Certificate No.: 0 0 6 2 3
</TABLE>
<TABLE>
<CAPTION>
SCHEDULE RC--CONTINUED
--------------------------
Dollar Amounts in Thousands / / / Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LIABILITIES / / / / / / / / /
13. Deposits: / / / / / / / / /
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) RCON 2200 7,327,000 13.a.
(1) Noninterest-bearing(1) ............................RCON 6631 2,132,000.... / / / / / / / / / 13.a.(1)
(2) Interest-bearing ..................................RCON 6636 5,195,000.... / / / / / / / / / 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E / / / / / / / / /
part II) RCFN 2200 18,575,000 13.b.
(1) Noninterest-bearing ...............................RCFN 6631 552,000 / / / / / / / / / 13.b.(1)
(2) Interest-bearing ..................................RCFN 6636 18,023,000 / / / / / / / / / 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase in / / / / / / / / /
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: / / / / / / / / /
a. Federal funds purchased............................................................ RCFD 0278 2,324,000 14.a.
b. Securities sold under agreements to repurchase..................................... RCFD 0279 651,000 14.b.
15. a. Demand notes issued to the U.S. Treasury........................................... RCON 2840 0 15.a.
b. Trading liabilities................................................................ RCFD 3548 18,807,000 15.b.
16. Other borrowed money: / / / / / / / / /
a. With original maturity of one year or less......................................... RCFD 2332 13,784,000 16.a.
b. With original maturity of more than one year....................................... RCFD 2333 3,462,000 16.b.
17. Mortgage indebtedness and obligations under capitalized leases......................... RCFD 2910 34,000 17.
18. Bank's liability on acceptances executed and outstanding............................... RCFD 2920 415,000 18.
19. Subordinated notes and debentures...................................................... RCFD 3200 1,227,000 19.
20. Other liabilities (from Schedule RC-G)................................................. RCFD 2930 9,724,000 20.
21. Total liabilities (sum of items 13 through 20)......................................... RCFD 2948 76,330,000 21.
/ / / / / / / / /
22. Limited-life preferred stock and related surplus....................................... RCFD 3282 0 22.
EQUITY CAPITAL / / / / / / / / /
23. Perpetual preferred stock and related surplus.......................................... RCFD 3838 500,000 23.
24. Common stock........................................................................... RCFD 3230 1,002,000 24.
25. Surplus (exclude all surplus related to preferred stock)............................... RCFD 3839 528,000 25.
26. a. Undivided profits and capital reserves............................................. RCFD 3632 2,879,000 26.a.
b. Net unrealized holding gains(losses) on available-for-sale securities.............. RCFD 8434 ( 8,000) 26.b.
27. Cumulative foreign currency translation adjustments.................................... RCFD 3284 ( 365,000) 27.
28. Total equity capital (sum of items 23 through 27)...................................... RCFD 3210 4,536,000 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, / / / / / / / / /
and 28)................................................................................ RCFD 3300 80,866,000 29.
---------------------------
</TABLE>
<TABLE>
<CAPTION>
Memorandum
To be reported only with the March Report of Condition.
<S> <C>
1. Indicate in the box at the right the number of the statement below that best describes the
most comprehensive level of auditing work performed for the bank by independent external Number
-----------
auditors as of any date during 1994 .............................................................. RCFD 6724 2
-----------------------
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bankperformed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by
submits a report on the consolidated holding company external auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation
work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>
______________________
(1) Including total demand deposits and noninterest-bearing time and savings
deposits.
