AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 1997.
REGISTRATION NO. 333-
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT NO. 33-28010
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------------
FORM S-3
REGISTRATION STATEMENT
AND POST-EFFECTIVE
AMENDMENT NO. 1
UNDER
THE SECURITIES ACT OF 1933
-------------------------------------------
KNIGHT-RIDDER, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 38-0723657
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
ONE HERALD PLAZA
MIAMI, FLORIDA 33132
(305) 376-3800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF PRINCIPAL EXECUTIVE OFFICES)
-------------------------------------------
CRISTINA L. MENDOZA
VICE-PRESIDENT AND GENERAL COUNSEL
KNIGHT-RIDDER, INC.
ONE HERALD PLAZA
MIAMI, FLORIDA 33132-1693
TELEPHONE: (305) 376-2240
TELECOPIER: (305) 995-8044
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
- --------------------------------------------------------------------------------
It is respectfully requested that the Commission send copies of all
notices, orders and communications to:
GARETT J. ALBERT, ESQ.
HUGHES HUBBARD & REED LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
TELEPHONE: (212) 837-6000
TELECOPIER: (212) 422-4726
-------------------------------------------
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.
-------------------------------------------
<PAGE>
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 a 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, please 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 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 delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
-------------------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE [1]
- -----------------------------------------------------------------------------------------------------------------------------------
| | PROPOSED MAXIMUM | PROPOSED MAXIMUM |
TITLE OF EACH CLASS OF | AMOUNT TO BE | OFFERING PRICE PER | AGGREGATE OFFERING | AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED | REGISTERED | UNIT [2] | PRICE | FEE
| | | |
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
| | | |
Debt Securities............. | $500,000,000[3] | 100% | $500,000,000[3] | $139,394[1]
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
[1] Registration fee has been calculated in respect of $460,000,000
principal amount of debt securities because the fee in respect of
$40,000,000 of unissued principal amount of debt securities registered
under Registration Statement No. 33-28010 has previously been paid.
[2] Estimated solely for the purpose of calculating the registration fee.
[3] In United States dollars or the equivalent thereof in foreign
denominated currency, including composite currency, or currency units.
</FN>
</TABLE>
-------------------------------------------
This Registration Statement constitutes Post-Effective Amendment No. 1 to
Registration Statement No. 33-28010. Such Post-Effective Amendment shall
hereafter become effective in accordance with Section 8(c) of the Securities Act
of 1933. Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
contained in this Registration Statement is a combined Prospectus which also
covers an aggregate of $40,000,000 unissued principal amount of debt securities
registered under Registration Statement No. 33-28010, as previously filed by the
Registrant on Form S-3, effective April 17, 1989.
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.
================================================================================
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 9, 1997
Knight-Ridder, Inc.
Debt Securities
---------------
Knight-Ridder, Inc. (the "Company" or "Knight-Ridder") may, from time
to time, offer up to $500,000,000 aggregate principal amount (or the equivalent
thereof in one or more currencies, including composite currencies, or currency
units, if other than U.S. dollars) of its debt securities consisting of
debentures, notes and/or other unsecured evidences of indebtedness (the "Debt
Securities") as separate series, in amounts, at prices and on terms to be
determined at the time of sale and to be set forth in supplements to this
Prospectus (each a "Prospectus Supplement"). The Debt Securities may be sold to
underwriters, to or through dealers, acting as principals for their own account
or acting as agents, or directly to other purchasers. These underwriters,
dealers and agents may include Goldman, Sachs & Co. ("Goldman Sachs") or may be
a group of underwriters represented by firms including Goldman Sachs. See "Plan
of Distribution".
The terms of the Debt Securities, including where applicable the
specific designation, aggregate principal amount, currency or currencies of
denomination and payment, maturity, rate (which may be fixed or variable) and
time of payment of interest, if any, purchase price, any terms for redemption at
the option of the Company or the holder, any terms for conversion into or
exchange for other securities, and any terms for sinking fund payments, and the
names of any underwriters or agents, the principal amounts, if any, to be
purchased by underwriters, the compensation, if any, of such underwriters or
agents and any other terms in connection with the offering and sale of the Debt
Securities in respect of which this Prospectus is being delivered, will be set
forth in a Prospectus Supplement.
---------------
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.
---------------
GOLDMAN, SACHS & CO.
The date of this Prospectus is __________ __, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (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 and copied 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 Commission's Regional
Offices located at 7 World Trade Center, Suite 1300, New York, New York 10048,
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can also be obtained by mail from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. In addition, the Commission maintains a Web site
(http://www.sec.gov) that contains reports, proxy statements and other
information regarding registrants that file electronically with the Commission.
Such reports, proxy statements and other information can also be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005. The Company's common stock, par value $.02 1/12 per share (the "Common
Stock") is listed on such Exchange.
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"). This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File
No. 1-7553) are incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 1996.
2. The Company's Current Report on Form 8-K dated January 10, 1997,
relating to the sale of the Company's cable interests.
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1997.
4. The Company's Current Report on Form 8-K dated May 9, 1997, in the
form filed on May 22, 1997, relating to the acquisition of ABC Media,
Inc., now known as Cypress Media, Inc. ("Cypress"), excluding
financial statements.
<PAGE>
5. The Company's Current Report on Form 8-K/A#1 dated May 9, 1997, in the
form filed on July 22, 1997, relating to the acquisition of Cypress,
including financial statements.
6. The Company's Quarterly Report on Form 10-Q for the six months ended
June 29, 1997.
7. The Company's Current Report on Form 8-K dated October 8, 1997,
relating to the reclassification of the Company's financial statements
due to the discontinuation of the Company's Business Information
Services ("BIS") Division.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Debt Securities offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the respective 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 herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein or in the accompanying Prospectus Supplement modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company hereby undertakes to provide without charge to each
person, including any beneficial owner, to whom a copy of this Prospectus has
been delivered, on the request of any such person, a copy of any or all of the
documents referred to above which have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference therein). Requests for such
copies should be directed to the Corporate Secretary of Knight-Ridder, Inc., One
Herald Plaza, Miami, Florida 33132 (telephone no. 305-376-3800) or to the
Company, c/o Registration Department, Goldman, Sachs & Co., 85 Broad Street, New
York, New York 10004, Attention: Donald T. Hansen (telephone no. 212-902-6686).
THE COMPANY
The Company is an information, advertising and communications company
primarily engaged in newspaper publishing in the United States. The Company is
also involved in other newsprint businesses and newsprint manufacturing through
various business arrangements, including joint ventures and partnerships. In
addition, although the Company also provides archival information services,
management is currently in the process of divesting this business to focus on
the Company's core newspaper business.
On October 1, 1997, the Company entered into an agreement to sell
Knight-Ridder Information, Inc., its archival information services subsidiary of
its BIS Division, to M.A.I.D. plc ("M.A.I.D."), a London-based supplier of
business information to business professionals worldwide, for $420 million. This
transaction is subject to certain conditions including approval by the
<PAGE>
stockholders of M.A.I.D., the admission by the London Stock Exchange of M.A.I.D.
shares to be issued in connection the transaction and the completion of
M.A.I.D.'s financing arrangements.
The Company is in the process of selling five of its newspapers. These
newspapers are: the (Long Beach, California) Press-Telegram, the (Gary, Indiana)
Post-Tribune, the (Boca Raton, Florida) News, the (Milledgeville, Georgia)
Union-Recorder and the Newberry (South Carolina) Observer.
Excluding the above five newspapers, the Company publishes 37
newspapers, 32 of which have daily circulation, including the SAN JOSE MERCURY
NEWS, THE MIAMI HERALD, THE PHILADELPHIA INQUIRER and PHILADELPHIA DAILY NEWS,
the DETROIT FREE PRESS, the KANSAS CITY STAR and the FT. WORTH STAR-TELEGRAM,
and has daily newspaper printing plants in 33 cities located in 17 states. News,
advertising and information from the Company reach more than 9.3 million readers
daily and 12.9 million readers on Sunday, and the Company's internet services
receive more than 400,000 page views per day. Its newspapers are dedicated to
serving their respective communities with high quality and independent
journalism. The Company has won 64 Pulitzer prizes, including 20 in the past ten
years.
The principal executive offices of the Company are located at One
Herald Plaza, Miami, Florida 33132 (telephone no. 305-376-3800). Unless the
context otherwise requires, the terms "Knight-Ridder" and the "Company" refer to
Knight-Ridder, Inc. and its consolidated subsidiaries.
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement,
the net proceeds from the sale of Debt Securities offered hereby will be used
for general corporate purposes, including refinancing of indebtedness, working
capital increases, capital expenditures, share repurchases and possible future
acquisitions.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and
provisions of the Debt Securities to which any Prospectus Supplement may relate.
The particular terms of the Debt Securities offered by any Prospectus Supplement
(the "Offered Debt Securities") and the extent, if any, to which such general
terms and provisions may not apply to the Offered Debt Securities will be
described in the Prospectus Supplement relating to such Offered Debt Securities.
The Debt Securities are to be issued under an indenture to be entered
into by the Company and The Chase Manhattan Bank, as Trustee (the "Trustee").
The following summaries of certain provisions of the Indenture do not purport to
be complete and are subject to, and are qualified in their entirety by reference
to, all provisions of the Indenture, including the definitions therein of
<PAGE>
certain terms. Wherever particular provisions or defined terms of the Indenture
are referred to, such provisions or defined terms are incorporated herein by
reference.
GENERAL
The Indenture does not limit the amount of Debt Securities which may
be issued thereunder. The Indenture provides that Debt Securities may be issued
from time to time in one or more series. The Debt Securities will be unsecured
obligations of the Company.
The Prospectus Supplement relating to the particular Offered Debt
Securities will describe the following terms of the Offered Debt Securities: (1)
the title of the Offered Debt Securities; (2) any limit on the aggregate
principal amount of the Offered Debt Securities; (3) the date or dates on which
the Offered Debt Securities will mature; (4) the Person to whom any interest on
the Offered Debt Securities will be payable, if other than the Person in whose
name such Offered Debt Securities (or one or more Predecessor Securities) are
registered on any Regular Record Date; (5) the rate or rates at which the
Offered Debt Securities will bear interest, if any, whether such rate or rates
will be fixed or variable, and the date or dates from which such interest will
accrue; (6) the dates on which such interest will be payable and the Regular
Record Dates for such Interest Payment Dates; (7) the place or places where
principal of (and premium, if any) and interest, if any, on, the Offered Debt
Securities will be payable; (8) any mandatory or optional sinking fund or
analogous provisions or right of Holders to elect repurchase; (9) the date, if
any, after which and the price or prices at which the Offered Debt Securities
may be redeemed at the option of the Company or repurchased at the option of the
Holders; (10) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which the Offered Debt Securities will be
issuable; (11) the currency or currencies, including composite currencies, or
currency units, in which payment of the principal of (or premium, if any) or
interest, if any, on, any of the Offered Debt Securities will be payable if
other than U.S. dollars; (12) if the amount of payments of principal of (or
premium, if any) or interest, if any, on, the Offered Debt Securities may be
determined with reference to an index or pursuant to a formula, the manner in
which such amounts will be determined; (13) if the principal of (or premium, if
any) or interest, if any, on, any of the Offered Debt Securities of the series
is to be payable, at the election of the Company or a Holder thereof, in one or
more currencies, including composite currencies, or currency units other than
that or those in which such Offered Debt Securities are stated to be payable,
the currency or currencies, including composite currencies, or currency units in
which payment of the principal of (or premium, if any) or interest, if any, on,
such Offered Debt Securities of such series as to which such election is made
will be payable, the periods within which and the terms and conditions upon
which such election is to be made and the amount so payable (or the manner in
which such amount shall be determined); (14) the portion of the principal amount
of the Offered Debt Securities, if other than the entire principal amount
thereof, payable upon acceleration of maturity thereof; (15) whether all or any
part of the Offered Debt Securities will be issued in the form of a permanent
Global Security or Securities, as described under "- Permanent Global
Securities", and, if so, the depositary for, and other terms relating to, such
permanent Global Security or Securities; (16) any Event or Events of Default
applicable with respect to the Offered Debt Securities in addition to or
different from those provided in the Indenture; (17) any other covenant or
<PAGE>
warranty included for the benefit of the Offered Debt Securities in addition to
(and not inconsistent with) those included in the Indenture for the benefit of
Debt Securities of all series, or any other covenant or warranty included for
the benefit of the Offered Debt Securities in lieu of any covenant or warranty
included in the Indenture for the benefit of Debt Securities of all series, or
any combination of such covenants, warranties or provisions; (18) any
restriction or condition on the transferability of the Offered Debt Securities;
(19) if not determinable prior to the date the Offered Debt Securities mature,
the amount which shall be deemed to be the principal amount of such Offered Debt
Securities as of maturity for all purposes and the method of determining such
amount; (20) if applicable, that such Offered Debt Securities, in whole or any
specified part, are defeasible pursuant to the provisions of the Indenture
described under "- Defeasance and Covenant Defeasance"; (21) any authenticating
or paying agents, registrars, conversion agents or any other agents with respect
to the Offered Debt Securities; (22) the terms, if any, on which the Offered
Debt Securities may be converted into or exchanged for stock or other securities
of the Company or other entities, any specific terms relating to the adjustment
thereof and the period during which such Offered Debt Securities may be so
converted or exchanged; and (23) any other specific terms or provisions of the
Offered Debt Securities not inconsistent with the Indenture. Unless otherwise
indicated in the applicable Prospectus Supplement, principal of (and premium, if
any) and interest, if any, on, the Offered Debt Securities will be payable, and
transfers of the Offered Debt Securities will be registrable, at the office or
agency of the Company in New York, New York, which on the date hereof is the
Corporate Trust Office of the Trustee located at 450 West 33rd Street, New York,
New York 10001; PROVIDED, that at the option of the Company payment of interest
may be made by check mailed to the address of the person entitled thereto as it
appears in the Security Register. (Sections 301, 305 and 1002)
Unless otherwise indicated in the applicable Prospectus Supplement,
the Offered Debt Securities will be issued only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. (Section
302) No service charge will be made for any registration of transfer or exchange
of Offered Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Section 305)
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a substantial discount below their
stated principal amount. Special Federal income tax and other considerations
applicable thereto will be described in the Prospectus Supplement relating
thereto.
If the Debt Securities are denominated, in whole or in part, in any
currency other than U.S. dollars, if the principal of (and premium, if any) and
interest, if any, on, the Debt Securities are, at the election of the Company or
a Holder thereof, to be payable in a currency or currencies, or currency units,
other than that in which such Debt Securities are to be payable, or if any index
is used to determine the amount of payments of principal of (or premium, if any)
or interest, if any, on, any series of the Debt Securities, special Federal
income tax, accounting and other considerations applicable thereto will be
described in the Prospectus Supplement relating thereto.
<PAGE>
The Indenture does not contain any provisions that would provide
protection to Holders of the Debt Securities against a sudden and dramatic
decline in credit quality of the Company resulting from any takeover,
recapitalization or similar restructuring or from other highly leveraged
transactions.
PERMANENT GLOBAL SECURITIES
The Debt Securities of a series may be issued in the form of one or
more permanent Global Securities that will be deposited with the Depositary or
its nominee. In such a case, one or more Global Securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal amount of Outstanding Debt Securities of the series to be represented
by such Global Security or Securities. The Prospectus Supplement relating to
such series of Debt Securities will describe the circumstances, if any, under
which beneficial owners of interests in any such permanent Global Security or
Securities may exchange such interests for Debt Securities of such series of
like tenor and principal amount in any authorized form and denomination. Unless
and until it is exchanged, in whole or in part, for Debt Securities in
definitive registered form, a permanent Global Security may not be registered
for transfer or exchange except in the circumstances described in the applicable
Prospectus Supplement. (Sections 204 and 305)
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a permanent Global
Security and a description of the Depositary will be contained in the applicable
Prospectus Supplement.
RESTRICTIVE COVENANTS
RESTRICTION UPON MORTGAGES. The Indenture provides that the Company
will not, nor will it permit any Subsidiary (as defined below) to, issue, assume
or guarantee any debt for money borrowed (herein referred to as "Debt") if such
Debt is secured by a Mortgage upon any Principal Property (as defined below) or
on any shares of stock or indebtedness of any Restricted Subsidiary (as defined
below) (whether such Principal Property, shares of stock or indebtedness is now
owned or hereafter acquired) without in any such case effectively providing that
the Debt Securities of any series Outstanding which are entitled to the benefits
of such provision of the Indenture (together with, if the Company shall so
determine, any other indebtedness of or guaranteed by the Company or such
Restricted Subsidiary entitled thereto, subject to applicable priority of
payment) shall be secured equally and ratably with or prior to such Debt, except
that the foregoing restriction shall not apply to: (i) Mortgages on property,
shares of stock or indebtedness of or guaranteed by any corporation existing at
the time such corporation becomes a Restricted Subsidiary; (ii) Mortgages on
property existing at the time of acquisition thereof, or Mortgages on property
which secure the payment of the purchase price of such property, or Mortgages on
property which secure Debt incurred or guaranteed for the purpose of financing
the purchase price of such property or the construction of such property
(including improvements to existing property), which Debt is incurred or
guaranteed within 180 days after such acquisition or completion of such
construction or commencement of full operation of such property; (iii) Mortgages
securing Debt owing by any Restricted Subsidiary to the Company or to a
<PAGE>
Restricted Subsidiary; (iv) Mortgages on property of a corporation existing at
the time such corporation is merged into or consolidated with the Company or a
Restricted Subsidiary or at the time of a purchase, lease or other acquisition
of the properties of a corporation or other person as an entirety or
substantially as an entirety by the Company or a Restricted Subsidiary; (v)
Mortgages on property of the Company or a Restricted Subsidiary in favor of the
United States of America or any State thereof or any department, agency,
instrumentality or political subdivision thereof, or in favor of any other
country, or any political subdivision thereof, to secure certain payments
pursuant to any contract or statute or to secure any indebtedness incurred or
guaranteed for the purpose of financing all or any part of the purchase price or
the cost of construction of the property subject to such Mortgages (including,
but not limited to, Mortgages incurred in connection with pollution control,
industrial revenue or similar financings); (vi) any extension, renewal or
replacement (or successive extensions, renewals or replacements), in whole or in
part, of any Mortgage referred to in the foregoing clauses (i) to (v),
inclusive; (vii) certain statutory liens or other similar liens arising in the
ordinary course of business of the Company or a Restricted Subsidiary, or
certain liens arising out of governmental contracts; (viii) certain pledges,
deposits or liens made or arising under worker's compensation or similar
legislation, self-insurance arrangements or in certain other circumstances; (ix)
certain liens in connection with legal proceedings, including certain liens
arising out of judgments or awards; (x) liens for certain taxes or assessments,
landlord's liens, leases made, or existing on property acquired, in the ordinary
course of business and liens and charges incidental to the conduct of the
business, or the ownership of the property and assets, of the Company or a
Restricted Subsidiary, which were not incurred in connection with the borrowing
of money and which do not, in the opinion of the Company, materially impair the
use of such property in the operation of the business of the Company or such
Restricted Subsidiary or the value of such property for the purposes thereof;
and (xi) Mortgages on any property created, assumed or otherwise brought into
existence in contemplation of the sale or other disposition of the underlying
property, whether directly or indirectly, by way of share disposition or
otherwise; PROVIDED, that the Company must have disposed of such property within
180 days after the creation of such Mortgages and that any Debt secured by such
Mortgages shall be without recourse to the Company or any Subsidiary.
Notwithstanding the above, the Company and one or more Subsidiaries may, without
securing the Debt Securities, issue, assume or guarantee secured Debt which
would otherwise be subject to the foregoing restrictions; PROVIDED, that after
giving effect thereto the aggregate amount of such Debt then outstanding (not
including secured Debt permitted under the foregoing exceptions) at such time
does not exceed 15% of the shareholders' equity of the Company and its
Subsidiaries as of the end of the latest fiscal year. (Section 1007)
RESTRICTION UPON SALE AND LEASEBACK TRANSACTIONS. Sale and leaseback
transactions (except such transactions involving leases for less than three
years, leases between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries or leases of a Principal Property entered into within
120 days after the latest of the acquisition, completion of construction or
commencement of full operation of such Principal Property) by the Company or any
Restricted Subsidiary of any Principal Property shall be prohibited unless: (i)
the Company or such Restricted Subsidiary would be entitled to issue, assume or
guarantee Debt secured by the property involved at least equal in amount to the
Attributable Debt (as defined below) in respect of such transaction without
equally and ratably securing the Debt Securities of any series Outstanding which
<PAGE>
are entitled to the benefits of such provision of the Indenture; PROVIDED, that
such Attributable Debt shall thereupon be deemed to be Debt subject to the
provisions of the preceding paragraph, or (ii) an amount in cash equal to such
Attributable Debt is applied to the retirement of funded Debt of the Company or
a Restricted Subsidiary which Debt is not subordinated to the Debt Securities of
any series Outstanding. (Section 1008)
CERTAIN DEFINITIONS. "SUBSIDIARY" means any corporation of which more
than 50% of the outstanding voting stock is owned by the Company or by the
Company and one or more other Subsidiaries or by one or more other Subsidiaries.
"PRINCIPAL PROPERTY" means all land, buildings, machinery and equipment, and
leasehold interests and improvements in respect of the foregoing, which would be
reflected on a consolidated balance sheet of the Company and its Subsidiaries
prepared in accordance with United States generally accepted accounting
principles, excluding all such tangible property located outside the United
States of America and excluding any such property which, in the opinion of the
Board of Directors set forth in a Board Resolution, is not material to the
Company and its Subsidiaries consolidated. "RESTRICTED SUBSIDIARY" means any
Subsidiary other than: (i) a Subsidiary substantially all of the physical
properties of which are located, or substantially all the operations of which
are conducted, outside the United States of America, or (ii) a Subsidiary which
does not own or hold any Principal Property. "ATTRIBUTABLE DEBT" means the
present value (discounted at an appropriate interest rate) of the obligation of
a lessee for net rental payments during the remaining term of any lease.
(Section 101)
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides that, unless the provisions of Article Thirteen
are made inapplicable to the Debt Securities of any series pursuant to Section
301 of the Indenture, the Company may elect either (i) to defease and be
discharged from any and all obligations with respect to such Debt Securities
(except for the obligations to register the transfer or exchange of such Debt
Securities, to replace temporary or mutilated, destroyed, lost or stolen Debt
Securities, to maintain an office or agency in respect of the Debt Securities
and to hold moneys for payment in trust) ("defeasance") or (ii) to be released
from its obligations with respect to such Debt Securities under Sections 1007
and 1008 of the Indenture (being the obligations described under "Restriction
upon Mortgages" and "Restriction upon Sale and Leaseback Transactions",
respectively) and any other covenants applicable to such Debt Securities which
are subject to covenant defeasance and any omission to comply with such
obligations shall not constitute an Event of Default with respect to Debt
Securities of such series ("covenant defeasance"), upon the irrevocable deposit
with the Trustee (or other qualifying trustee), in trust for such purpose, of
money and/or U.S. Government Obligations which through the payment of principal
and interest in accordance with their terms will provide money in an amount
sufficient to pay at maturity (or upon redemption, as the case may be) the
principal of (and premium, if any) and interest, if any, on, such Debt
Securities, and any mandatory sinking fund or analogous payments thereon, on the
scheduled due dates therefor. Such a trust may only be established if, among
other things, the Company has delivered to the Trustee an Opinion of Counsel (as
specified in the Indenture) to the effect that the Holders of such Debt
Securities will not recognize income, gain or loss for Federal income tax
purposes as a result of such defeasance or covenant defeasance and will be
<PAGE>
subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such defeasance or covenant defeasance
had not occurred. Such opinion, in the case of defeasance under clause (i)
above, must refer to and be based upon a ruling of the Internal Revenue Service
issued to the Company or published as a revenue ruling or on a change in
applicable Federal income tax law occurring after the date of the Indenture.
(Article Thirteen)
In the event the Company effects covenant defeasance with respect to
Debt Securities of any series and the Debt Securities of such series are
declared due and payable because of the occurrence of any Event of Default other
than the Event of Default described in clause (iv) under "- Events of Default"
with respect to Sections 1007 and 1008 of the Indenture and any other covenants
applicable to such Debt Securities which are subject to covenant defeasance, the
amount of money and/or U.S. Government Obligations on deposit with the Trustee
will be sufficient to pay amounts due on the Debt Securities of such series at
the time of their Stated Maturity but may not be sufficient to pay amounts due
on the Debt Securities of such series at the time of the acceleration resulting
from such Event of Default. However, the Company shall remain liable for such
payments.
The applicable Prospectus Supplement may further describe the
provisions, if any, permitting such defeasance or covenant defeasance with
respect to the Debt Securities of a particular series.
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect
to Debt Securities of any series: (i) failure to pay any interest on any Debt
Security of that series when due, continued for 30 days; (ii) failure to pay
principal of or premium, if any, on, any Debt Security of that series when due;
(iii) failure to deposit any sinking fund payment, when due, in respect of any
Debt Security of that series; (iv) failure to perform, or breach of, any other
covenant of the Company in the Indenture (other than a covenant included in the
Indenture solely for the benefit of series of Debt Securities other than that
series), continued for 90 days after written notice as provided in the
Indenture; (v) certain events of bankruptcy, insolvency or reorganization; and
(vi) any other Event of Default provided with respect to Debt Securities of that
series. (Section 501) If an Event of Default (other than an Event of Default
specified in clause (v) or (vi) above) with respect to Debt Securities of any
series at the time Outstanding occurs and is continuing, either the Trustee or
the Holders of at least 50% in principal amount of the Outstanding Debt
Securities of that series may declare the principal amount (or, if the Debt
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
the Debt Securities of that series to be due and payable immediately. If an
Event of Default specified in clause (v) or (vi) above with respect to Debt
Securities of any series at the time Outstanding occurs, the principal amount
(or, if the Debt Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Debt Securities of that series shall
automatically, and without declaration or other action on the part of the
Trustee or any Holder, become immediately due and payable. At any time after a
declaration of acceleration with respect to Debt Securities of any series has
<PAGE>
been made, but before a judgment or decree based on acceleration has been
obtained, the Holders of a majority in principal amount of the Outstanding Debt
Securities of that series may, under certain circumstances, rescind and annul
such acceleration. (Section 502)
The Indenture provides that the Trustee will be under no obligation,
subject to the duty of the Trustee during default to act with the required
standard of care, to exercise any of the rights or powers vested in it under the
Indenture at the request or direction of any of the Holders, unless such Holders
shall have offered to the Trustee reasonable indemnity. (Section 603) Subject to
such provisions for indemnification of the Trustee, the Holders of a majority in
principal amount of the Outstanding Debt Securities of any series will 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 Debt Securities of that series; PROVIDED, that
such direction shall not be in conflict with any rule of law or the Indenture.
(Section 512)
The Company will be required to furnish to the Trustee annually a
statement as to the performance by the Company of certain of its obligations
under the Indenture and as to any default in such performance. (Section 1009)
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the
Company and the Trustee with the consent of the Holders of not less than a
majority in aggregate principal amount of the Outstanding Debt Securities of
each series affected by such modification or amendment; PROVIDED, HOWEVER, that
no such modification or amendment may, without the consent of the Holder of each
Outstanding Debt Security affected thereby: (i) change the Stated Maturity of
the principal of, or any installment of principal of, or interest, if any, on,
any Debt Security, (ii) reduce the principal amount of, or the premium (if any)
or interest, if any, on, any Debt Security, (iii) reduce the amount of principal
of an Original Issue Discount Security payable upon acceleration of the Maturity
thereof, (iv) change the place or currency of payment of principal of (or
premium, if any) or interest, if any, on, any Debt Security, (v) impair the
right to institute suit for the enforcement of any payment on or with respect to
any Debt Security or (vi) reduce the percentage in principal amount of
Outstanding Debt Securities of any series, the consent of whose Holders is
required for modification or amendment of the Indenture or for waiver of
compliance with certain provisions of the Indenture or for waiver of certain
defaults. (Section 902)
The Holders of at least a majority in aggregate principal amount of
the Outstanding Debt Securities of any series may on behalf of the Holders of
all Debt Securities of that series waive, insofar as that series is concerned,
compliance by the Company with any term, provision or condition set forth in
certain covenants provided for the benefit of such Holders. (Section 1010) The
Holders of not less than a majority in aggregate principal amount of the
Outstanding Debt Securities of any series may on behalf of the Holders of all
Debt Securities of that series waive any past default under the Indenture with
<PAGE>
respect to that series, except a default in the payment of the principal of (or
premium, if any) or interest, if any, on, any Debt Security of that series or in
respect of a provision which under the Indenture cannot be modified or amended
without the consent of the Holder of each Outstanding Debt Security of that
series affected. (Section 513)
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
The Company, without the consent of any Holders of Outstanding Debt
Securities, may consolidate with or merge into, or transfer or lease its assets
substantially as an entirety to, any corporation or may acquire or lease the
assets of any person; PROVIDED, that the corporation formed by such
consolidation or into which the Company is merged or which acquires or leases
the assets of the Company substantially as an entirety is organized under the
laws of any United States jurisdiction and expressly assumes the Company's
obligations with respect to the Debt Securities and under the Indenture, that
after giving effect to the 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 that certain other conditions are met.
(Section 801)
CONCERNING THE TRUSTEE
The Company maintains deposit accounts and banking and borrowing
relations with the Trustee, including the Company's revolving credit agreements,
under which the Trustee is both a lending bank and the agent for the other
lending banks. As of September 30, 1997, the Company had no outstanding
borrowings under such revolving credit agreements. The Trustee is the issuing
and paying agent for the Company's commercial paper borrowings and serves as
registrar and transfer agent for the Company's Common Stock.
The Trustee is also trustee of the 6.30% Senior Notes due 2005, the 8
1/2% Amortizing Notes due 2001 and the 9 7/8% Debenture due 2009 (collectively,
the "Other Indenture Securities"), issued pursuant to an Indenture, dated as of
February 15, 1986, as supplemented by the First Supplemental Indenture, dated as
of April 15, 1989, each between the Company and the Trustee (as successor to
Manufacturers Hanover Trust Company). Pursuant to the Trust Indenture Act of
1939, as amended, should a default occur with respect to either the Debt
Securities or the Other Indenture Securities, the Trustee would be required to
resign as Trustee with respect to the Debt Securities or the Other Indenture
Securities within 90 days of such default unless such default were cured, duly
waived or otherwise eliminated.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through underwriters and
also may sell Debt Securities directly to other purchasers or through agents.
Such underwriters may include one or more of Goldman Sachs, or a group of
underwriters represented by firms including Goldman Sachs. Goldman Sachs may
also act as agent.
<PAGE>
The distribution of the Debt Securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. The Company also may,
from time to time, authorize dealers, acting as the Company's agents, to solicit
offers to purchase the Offered Debt Securities upon the terms and conditions set
forth in any Prospectus Supplement.
In connection with the sale of Debt Securities, underwriters may
receive compensation from the Company or from purchasers of Debt Securities for
whom they may act as agents, in the form of discounts, concessions or
commissions. Underwriters may sell Debt Securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate
in the distribution of Debt Securities may be deemed to be underwriters, and any
discounts or commissions received by them from the Company and any profit on the
resale of Debt Securities by them may be deemed to be underwriting discounts and
commissions under the Act. Any such underwriter or agent will be identified, and
any such compensation received from the Company will be described, in a
Prospectus Supplement relating to the Offered Debt Securities.
Under agreements which may be entered into by the Company,
underwriters, dealers and agents which participate in the distribution of Debt
Securities may be entitled to indemnification by the Company against certain
liabilities, including liabilities under the Act.
The Debt Securities are a new issue of securities with no established
trading market. In the event that Debt Securities of a series offered hereunder
are not listed on a national securities exchange, certain broker-dealers may
make a market in the Debt Securities, but will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given that any broker-dealer will make a market in the Debt Securities of any
series or as to the liquidity of the trading market for the Debt Securities.
Goldman Sachs performs various investment banking services for the
Company and the Company sells its commercial paper to or through Goldman Sachs.
John L. Weinberg, Senior Chairman and former Senior Partner of Goldman Sachs, is
a director of the Company and serves as Chairman of the Compensation Committee
of the Company's Board of Directors. Certain of the other underwriters and their
associates may be customers of, engage in transactions with and perform services
for the Company in the ordinary course of business.
VALIDITY OF DEBT SECURITIES
Unless otherwise indicated in the Prospectus Supplement relating to
Offered Debt Securities, the validity of the Offered Debt Securities will be
passed upon for the Company by Cristina L. Mendoza, Esq., Vice President and
General Counsel of the Company, and for the underwriters or agents, as the case
may be, by Sullivan & Cromwell, 125 Broad Street, New York, New York 10004.
Sullivan & Cromwell will rely as to all matters of Florida law upon the opinion
of Cristina L. Mendoza, Esq.
<PAGE>
EXPERTS
The consolidated financial statements of Knight-Ridder, Inc. and
subsidiaries, appearing in or incorporated by reference in Knight-Ridder, Inc.'s
Annual Report (Form 10-K) have been audited by Ernst & Young LLP, independent
certified public accountants, as set forth in their report included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
<PAGE>
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 jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is a statement of estimated expenses in connection with
the issuance and distribution of the securities being registered, other than the
underwriting discounts and commissions:
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee.................................................. $139,394
Legal fees and expenses*.............................................. 40,000
Accounting fees and expenses*......................................... 25,000
Printing and engraving*............................................... 50,000
Rating agency fees*................................................... 225,000
Trustee's charges (including Trustee's counsel)....................... 19,500
Blue sky fees and related expenses*................................... 20,000
Miscellaneous*........................................................ 8,000
--------
Total.............................................................. $526,894
========
_________
<FN>
* Estimated.
</FN>
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 607.0850 of the Florida Business Corporation Act, the
Registrant is in certain circumstances permitted, and in other circumstances may
be required, to indemnify its directors and officers against certain expenses
(including counsel fees) and other amounts paid in connection with certain
threatened, pending or completed civil or criminal actions, suits or proceedings
(including certain civil actions and suits which may be instituted by or in
right of the Registrant), in which such persons were or are parties, or are
threatened to be made parties, by reason of the fact that such persons were or
are directors or officers of the Registrant. Such section also permits the
Registrant to purchase and maintain insurance on behalf of its directors and
officers against any liability which may be asserted against, or incurred by,
such persons in their capacities as directors or officers of the Registrant, or
which may arise out of their status as directors or officers of the Registrant
whether or not the Registrant would have the power to indemnify such persons
against such liability under the provisions of such section.
Under Article VII of the Registrant's Bylaws, the Registrant is in
certain instances required to indemnify its directors and officers against
certain expenses (including counsel fees), judgments, fines and other sums paid
in connection with the defense or settlement of certain threatened, pending or
completed civil or criminal actions, suits or proceedings (including certain
<PAGE>
civil actions and suits which may be instituted by or in right of the
Registrant), to which such persons are parties or are otherwise involved in, by
reason of the fact that such persons were or are directors or officers of the
Registrant. For the complete text of Article VII of the Registrant's Bylaws,
reference is made to Exhibit No. 4(b) to Registrant's Registration Statement on
Form S-3 (Registration No. 33-41304), which exhibit is incorporated herein by
reference.
Registrant maintains insurance for its officers and directors against
certain liabilities, including liabilities under the Securities Act of 1933,
under insurance policies, the premiums for which are paid by Registrant. The
effect of these insurance policies is to indemnify any officer or director of
Registrant against expenses, judgments, fines, attorneys' fees and other amounts
paid in settlements incurred by him, subject to certain exclusions. Such
policies do not insure against any such amount incurred by an officer or
director as a result of his own dishonesty.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
<S> <C>
1.1 Form of Underwriting Agreement
4.1 Form of Indenture (including form of Debt Securities)
5.1 Opinion as to validity of the Debt Securities
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Ernst & Young LLP
23.2 Consent of Cristina L. Mendoza, Esq. (included in Exhibit 5.1)
24.1 Powers of Attorney
24.2 Certified resolutions authorizing execution of the
Registration Statement on behalf of the Company by
attorney-in-fact
25.1 Statement of Eligibility of Trustee on Form T-1
</TABLE>
<PAGE>
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, 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 this 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 this Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such 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.
(b) The undersigned Registrant hereby undertakes 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 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
<PAGE>
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.
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 foregoing provisions, 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 the 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 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.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, 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
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus 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.
<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
the requirements for filing this Form S-3 Registration Statement and
Post-Effective Amendment No. 1 and has duly caused this Form S-3 Registration
Statement and Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized in The City of Miami, State of Florida,
on October 9, 1997.
KNIGHT-RIDDER, INC.
By: /S/ ROSS JONES
-------------------------------
(Ross Jones)
Chief Financial Officer and
Senior Vice President/Finance
Pursuant to the requirements of the Securities Act of 1933, this Form
S-3 Registration Statement and Post-Effective Amendment No. 1 has been signed
below by the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
(I) PRINCIPAL EXECUTIVE OFFICER:
<S> <C> <C>
P. ANTHONY RIDDER* Chairman of the Board, October 9, 1997
- ------------------------------------ Chief Executive Officer and Director
(P. Anthony Ridder)
(II) PRINCIPAL FINANCIAL OFFICER:
/s/ Ross Jones Chief Financial Officer and October 9, 1997
- ------------------------------------ Senior Vice President/Finance
(Ross Jones)
(III) CONTROLLER OR PRINCIPAL ACCOUNTING OFFICER:
GARY R. EFFREN* Vice-President and Controller October 9, 1997
- ------------------------------------
(Gary R. Effren)
<PAGE>
(IV) A MAJORITY OF THE BOARD OF DIRECTORS:
P. ANTHONY RIDDER* Chairman of the Board, October 9, 1997
- ----------------------------------- Chief Executive Officer and Director
(P. Anthony Ridder)
JAMES I. CASH* Director October 9, 1997
- -----------------------------------
(James I. Cash)
JOAN RIDDER CHALLINOR* Director October 9, 1997
- -----------------------------------
(Joan Ridder Challinor)
ALVAH H. CHAPMAN, JR.* Director October 9, 1997
- -----------------------------------
(Alvah H. Chapman, Jr.)
JOHN C. FONTAINE* Director October 9, 1997
- -----------------------------------
(John C. Fontaine)
PETER C. GOLDMARK, JR.* Director October 9, 1997
- -----------------------------------
(Peter C. Goldmark, Jr.)
BARBARA BARNES HAUPTFUHRER* Director October 9, 1997
- -----------------------------------
(Barbara Barnes Hauptfuhrer)
JESSE HILL, JR.* Director October 9, 1997
- -----------------------------------
(Jesse Hill, Jr.)
C. PETER MCCOLOUGH* Director October 9, 1997
- -----------------------------------
(C. Peter McColough)
M. KENNETH OSHMAN* Director October 9, 1997
- -----------------------------------
(M. Kenneth Oshman)
THOMAS L. PHILLIPS* Director October 9, 1997
- -----------------------------------
(Thomas L. Phillips)
RANDALL L. TOBIAS* Director October 9, 1997
- -----------------------------------
(Randall L. Tobias)
<PAGE>
GONZALO F. VALDES-FAULI* Director October 9, 1997
- -----------------------------------
(Gonzalo F. Valdes-Fauli)
JOHN L. WEINBERG* Director October 9, 1997
- -----------------------------------
(John L. Weinberg)
*By: /S/ ROSS JONES
- -----------------------------------
(Ross Jones
Attorney-In-Fact)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGES
----------- ---------------------- -----------
<S> <C> <C>
1.1 Form of Underwriting Agreement 26
4.1 Form of Indenture (including form of Debt Securities) 55
5.1 Opinion as to validity of the Debt Securities 136
12.1 Computation of Ratio of Earnings to Fixed Charges 139
23.1 Consent of Ernst & Young LLP 141
23.2 Consent of Cristina L. Mendoza, Esq. (included in Exhibit 5.1)
24.1 Powers of Attorney 143
24.2 Certified resolutions authorizing execution of the 160
Registration Statement on behalf of the Company by
attorney-in-fact
25.1 Statement of Eligibility of Trustee on Form T-1 167
</TABLE>
EXHIBIT 1.1
Underwriting Agreement
<PAGE>
KNIGHT-RIDDER, INC.
DEBT SECURITIES
UNDERWRITING AGREEMENT
----------------------
October [___], 1997
GOLDMAN, SACHS & CO.,
85 Broad Street,
New York, New York 10004.
Ladies and Gentlemen:
From time to time Knight-Ridder, Inc., a Florida 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").
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. 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 act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to an Underwriter or Underwriters who act without any firm
being designated as its or their representatives. 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 and the principal amount of such Designated Securities to be
purchased by each Underwriter 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), and may be evidenced by an
exchange of telegraphic communications or any other rapid transmission device
designed to produce a written record of communications transmitted. The
obligations of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.
<PAGE>
2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) A registration statement on Form S-3 (File No. 33-28010) (the
"First Registration Statement") in respect of the Securities has been filed
with the Securities and Exchange Commission (the "Commission"); a second
registration statement on Form S-3 (File No. 333-[_______]) (the "Second
Registration Statement"), which Second Registration Statement also forms
Post-Effective Amendment No. 1 to the First Registration Statement
("Post-Effective Amendment No.1"), has been filed with the Commission (the
First Registration Statement together with the Second Registration
Statement is herein referred to as the "Initial Registration Statement");
the Initial Registration Statement and any post-effective amendment
thereto, including, without limitation, Post-Effective Amendment No.1, each
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 Second Registration Statement,
to the Representatives for each of the other Underwriters, have been
declared effective by the Commission in such form; other than a
registration statement, if any, increasing the size of the offering (a
"Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended (the "Act"), which became effective
upon filing, and prospectuses filed pursuant to Rule 424(b) under the Act,
no other document with respect to the Initial Registration Statement or
document incorporated by reference therein as of the effective date of the
Initial Registration Statement has heretofore been filed or transmitted for
filing with the Commission; and no stop order suspending the effectiveness
of the Initial Registration Statement, any post-effective amendment thereto
or the Rule 462(b) Registration Statement, if any, has been issued and no
proceeding for that purpose has been initiated or overtly threatened by the
Commission (any preliminary prospectus included in the Initial Registration
Statement or filed with the Commission pursuant to Rule 424(a) under the
Act, is hereinafter called a "Preliminary Prospectus"); the various parts
of the Initial Registration Statement and Rule 462(b) Registration
Statement, if any, including all exhibits thereto and the documents
incorporated by reference in the prospectus contained in the Initial
Registration Statement at the time such part of the registration statement
became effective or such part of the Rule 462(b) Registration Statement, if
any, became or hereafter becomes effective, but excluding Form T-1, each as
amended at the time such part of the registration statement became
effective, are hereinafter collectively called the "Registration
Statement"; the prospectus relating to the Securities, in the form in which
it has most recently been filed, or transmitted for filing, 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
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 in such
Preliminary Prospectus or Prospectus, as the case may be; any reference to
any amendment to the Registration Statement shall be deemed to refer to and
include any annual report of the Company filed pursuant to Section 13(a) or
<PAGE>
15(d) of the Exchange Act after the effective date of the Registration
Statement that is incorporated by reference in the Registration Statement;
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 first
filed, or transmitted for filing, with the Commission pursuant to Rule
424(b) under the Act in accordance with Section 5(a) hereof, including any
documents incorporated by reference therein as of the date of such filing
or transmittal);
(b) The documents incorporated by reference in the Prospectus as
amended or supplemented, 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 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 such Prospectus or any further amendment or
supplement thereto, 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 in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter of Designated Securities through the Representatives expressly
for use in the Prospectus as amended or supplemented relating to such
Securities;
(c) The Registration Statement and the Prospectus as amended or
supplemented conform, and any further amendments or supplements to the
Registration Statement or such Prospectus will conform, in all material
respects to the requirements of the Act and the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act") and the rules and regulations
of the Commission thereunder and 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 such Prospectus and any
amendment or 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 any statements or
omissions made in reliance upon and in conformity with information
furnished in writing to the Company by an Underwriter of Designated
Securities through the Representatives expressly for use in the Prospectus
as amended or supplemented relating to such Securities;
(d) Neither the Company nor any of its subsidiaries has sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus as amended or supplemented any
loss or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, which has had a material
adverse effect on the Company and its subsidiaries, taken as a whole,
otherwise than as set forth or contemplated in the Prospectus as amended or
supplemented; and, since the respective dates as of which information is
<PAGE>
given in the Registration Statement and the Prospectus as amended or
supplemented, there has not been any change in the capital stock (other
than issuances of common stock pursuant to employee benefit plans,
repurchases by the Company of its common stock which do not have a material
effect on the consolidated financial position of the Company and its
subsidiaries or conversion of outstanding convertible securities) or
long-term debt of the Company or any of its subsidiaries or any material
adverse change, or any development involving a prospective material adverse
change, in or affecting the general affairs, management, financial
position, shareholders' equity or results of operations of the Company and
its subsidiaries, otherwise than as set forth or contemplated in the
Prospectus as amended or supplemented;
(e) 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 power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus as
amended or supplemented, and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under
the laws of each other jurisdiction in which it owns or leases properties
or conducts any business, so as to require such qualification, other than
such failures to qualify which would not, individually or in the aggregate,
have a material adverse effect on the Company and its subsidiaries, taken
as a whole; and each significant subsidiary, as that term is defined in
Rule 1-02 of Regulation S-X under the Act (collectively, the "Significant
Subsidiaries") has been duly incorporated and is validly existing as a
corporation in good standing under the laws of its jurisdiction of
incorporation;
(f) The Company has an authorized capitalization as set forth in the
Prospectus as amended or supplemented, and all of the issued shares of
capital stock of the Company have been duly and validly authorized and
issued and are fully paid and non-assessable; and all of the issued shares
of capital stock of each Significant Subsidiary have been duly and validly
authorized and issued, are fully paid and non-assessable and (except for
directors qualifying shares and except as set forth in the Prospectus, as
amended or supplemented, and except for the membership interests in ABC
Media, LLC which are pledged to Citicorp USA, Inc., as agent under a
certain credit agreement) are owned directly or indirectly by the Company,
free and clear of all liens, encumbrances, equities or claims other than
those liens, encumbrances, equities or claims which would not, individually
or in the aggregate, have a material adverse effect on the Company and its
subsidiaries, taken as a whole;
(g) The Securities have been duly authorized by the Company, and, when
Designated Securities are issued and delivered pursuant to this Agreement
and the Pricing Agreement with respect to such Designated Securities, such
Designated Securities will have been duly executed, authenticated, issued
and delivered by the Company and will constitute valid and legally binding
obligations of the Company enforceable against the Company in accordance
with their 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 and will be
entitled to the benefits provided by the Indenture, which will be
substantially in the form filed as an exhibit to or incorporated by
reference in the Registration Statement; the Indenture has been duly
authorized by the Company and duly qualified under the Trust Indenture Act
<PAGE>
and, at the Time of Delivery for such Designated Securities (as defined in
Section 4 hereof), assuming due authorization, execution and delivery by
the Trustee, will constitute a valid and legally binding instrument,
enforceable against the Company 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; and the Indenture conforms, and the Designated
Securities will conform, in all material respects, to the descriptions
thereof in the Prospectus as amended or supplemented with respect to such
Designated Securities;
(h) The issue and sale of the Securities and the compliance by the
Company with all of the provisions of the Securities, the Indenture, this
Agreement and any Pricing Agreement, and the consummation by the Company 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 indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries
is bound or to which any of the property or assets of the Company or any of
its subsidiaries is subject, other than such conflicts, breaches, or
defaults which would not, individually or in the aggregate, have a material
adverse effect on the Company and its subsidiaries, taken as a whole, or on
the transactions contemplated by this Agreement, the Pricing Agreement or
the Indenture, nor will such action result in any violation of the
provisions of the Restated Articles of Incorporation or the By-Laws of the
Company or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any of
its subsidiaries or any of their properties; and no consent, approval,
authorization, order, registration or qualification of or with any such
court or governmental agency or body is required for the issue and sale of
the Securities by the Company or the consummation by the Company of the
other transactions contemplated by this Agreement or any Pricing Agreement
or the Indenture, except the registration of the Securities under the Act
and the qualification of the Indenture under 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;
(i) Other than as set forth in the Prospectus as amended or
supplemented, there are no legal or governmental proceedings pending to
which the Company or any of its subsidiaries is a party or of which any
property of the Company or any of its subsidiaries is the subject which the
Company has reason to believe would, individually or in the aggregate, have
a material adverse effect on the consolidated financial position,
shareholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole; and no such proceedings are overtly
threatened;
(j) Neither the Company nor any of its affiliates does business with
the government of Cuba or with any person or affiliate located in Cuba
within the meaning of Section 517.075, Florida Statutes; and
(k) The accountants of the Company who have certified certain
financial statements of the Company and its subsidiaries are independent
public accountants as required by the Act and the rules and regulations of
the Commission thereunder.
<PAGE>
3. Upon the execution of the Pricing Agreement applicable to any Designated
Securities and authorization by the Representatives of the release of the
Designated Securities, the several Underwriters propose to offer the Designated
Securities for sale upon the terms and conditions set forth in the Prospectus as
amended or supplemented.
4. Designated Securities to be purchased by each Underwriter pursuant to
the Pricing Agreement relating thereto, in definitive form, or in the form of
one or more global certificates representing all such Designated Securities, if
the related Pricing Agreement so provides, and 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 by certified bank check or checks or by wire transfer,
payable to the order of the Company in the funds specified in such Pricing
Agreement, all in the manner and 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.
5. The Company agrees with each of the Underwriters of any Designated
Securities:
(a) To prepare the Prospectus as amended or 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 not later than the Commission's close of business on the second
business day following the execution and delivery of the Pricing Agreement
relating to the applicable Designated Securities or, if applicable, such
earlier time as may be required by Rule 424(b); to make no further
amendment or any supplement to the Registration Statement or Prospectus as
amended or supplemented after the date of the Pricing Agreement relating to
such Securities and prior to the Time of Delivery for such Securities to
which the Representatives for such Securities shall reasonably object
promptly after reasonable notice thereof; to advise the Representatives
promptly of any such amendment or supplement after such Time of Delivery
and furnish the Representatives with copies thereof; to file promptly all
reports and any definitive proxy or information statements required to be
filed by the Company with the Commission pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus
is required in connection with the offering or sale of such Securities, and
during such same period to advise the Representatives, promptly after it
receives notice thereof, of the time when any amendment to the Registration
Statement has been filed or becomes effective or any supplement to the
Prospectus or any amended Prospectus has been filed, or transmitted for
filing, with the Commission, of the issuance by the Commission of any stop
order or of any order preventing or suspending the use of any prospectus
relating to the Securities, of the suspension of the qualification of such
Securities for offering or sale in any jurisdiction, of the initiation or
overt threatening of any proceeding for any such purpose, or of any request
by the Commission for the amending or supplementing of the Registration
Statement or Prospectus or for additional information; and, in the event of
the issuance of any such stop order or of any such order preventing or
suspending the use of any prospectus relating to the Securities or
suspending any such qualification, to use promptly its best efforts to
obtain its withdrawal;
<PAGE>
(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Securities for
offering and sale under the securities laws of such 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 as a dealer in securities or to file a
general consent to service of process in any jurisdiction;
(c) Prior to 12:00 p.m., New York City time, on the New York Business
Day next succeeding the date of the Pricing Agreement and from time to
time, to furnish the Underwriters with copies of the Prospectus as amended
or supplemented in New York City in such quantities as the Representatives
may reasonably request, and, if the delivery of a prospectus is required at
any time in connection with the offering or sale of the 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
in order 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 notify the Representatives and upon their request to file such document
and to prepare and furnish without charge to each Underwriter and to any
dealer in securities as many copies as the Representatives may from time to
time reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance;
(d) To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c)
under the Act), 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); and
(e) During the period beginning from the date of the Pricing Agreement
for such Designated Securities and continuing to and including the earlier
of (i) the termination of trading restrictions for such Designated
Securities, as notified to the Company by the Representatives and (ii) the
Time of Delivery for such Designated Securities, not to offer, sell,
contract to sell or otherwise dispose of any debt securities of the Company
which mature more than one year after such Time of Delivery and which are
substantially similar to such Designated Securities, without the prior
written consent of the Representatives.
6. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and the Prospectus and amendments and
supplements thereto and the mailing and delivering of copies thereof to the
<PAGE>
Underwriters and dealers; (ii) the cost of printing or producing any Agreement
among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any
Blue Sky and Legal Investment Memoranda and any other documents in connection
with the offering, purchase, sale and delivery of the Securities; (iii) all
expenses in connection with the qualification of the Securities for offering and
sale under state securities laws as provided in Section 5(b) hereof, including
the reasonable fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky and legal
investment surveys; (iv) any fees charged by securities rating services for
rating the Securities; (v) any filing fees incident to any required review by
the National Association of Securities Dealers, Inc. of the terms of the sale of
the Securities; (vi) the cost of preparing the Securities; (vii) the fees and
expenses of any Trustee and any agent of any Trustee and the fees and
disbursements of counsel for any Trustee in connection with any Indenture and
the Securities; and (viii) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. It is understood, however, that, except as
provided in this Section, Section 8 and Section 11 hereof, the Underwriters will
pay all of their own costs and expenses, including the fees of their counsel,
transfer taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.
7. The obligations of the Underwriters of any Designated Securities under
the Pricing Agreement relating to such Designated Securities shall be subject,
in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities 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:
(a) The Prospectus as amended or supplemented in relation to the
applicable Designated Securities 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) hereof; no stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the part of the
Commission shall have been complied with to the Representatives' reasonable
satisfaction;
(b) Sullivan & Cromwell, counsel for the Underwriters, shall have
furnished to the Representatives such opinion or opinions (a draft of each
such opinion is attached as Annex IV(a) hereto), 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
Registration Statement, the Prospectus as amended or supplemented and other
related matters, as the Representatives may reasonably request; in giving
such opinions, Sullivan & Cromwell may rely upon the opinion of Cristina L.
Mendoza with respect to all matters of Florida law; and such counsel shall
have received such papers and information as they may reasonably request to
enable them to pass upon such matters;
(c) Hughes Hubbard & Reed LLP, counsel for the Company, shall have
furnished to the Representatives their written opinion (a draft of such
<PAGE>
opinion is attached as Annex IV(b) hereto), dated the Time of Delivery for
such Designated Securities, in the form attached hereto, to the effect
that:
(i) This Agreement and the Pricing Agreement with respect to the
Designated Securities have been duly authorized, executed and
delivered by the Company;
(ii) The Designated Securities have been duly authorized,
executed, issued and delivered by the Company and constitute valid and
legally binding obligations of the Company enforceable against the
Company in accordance with their terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and other laws of general applicability relating to or
affecting creditors' rights and to general equity principles
(regardless of whether enforceability is considered in a proceeding in
equity or at law) and are entitled to the benefits provided by the
Indenture; and the Designated Securities and the Indenture conform in
all material respects to the descriptions thereof in the Prospectus as
amended or supplemented;
(iii) The Indenture has been duly authorized, executed and
delivered by the Company and, assuming due authorization, execution
and delivery by the Trustee, constitutes a valid and legally binding
instrument, enforceable against the Company in accordance with its
terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and other laws of
general applicability relating to or affecting creditors' rights and
to general equity principles (regardless of whether enforceability is
considered in a proceeding in equity or at law); and the Indenture has
been duly qualified under the Trust Indenture Act; and
(iv) All regulatory consents, authorizations, approvals and
filings required by the laws of the United States or of the States of
New York and Florida for the issuance of the Designated Securities and
the sale and delivery of the Designated Securities by the Company to
the Underwriters pursuant to this Agreement and the Pricing Agreement
with respect to the Designated Securities, have been obtained or made,
except such consents, approvals, authorizations, registrations,
qualifications or filings 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;
(d) Cristina L. Mendoza, Vice President and General Counsel of the
Company, shall have furnished to the Representatives her written opinion (a
draft of such opinion is attached as Annex IV(d) hereto), dated the Time of
Delivery for such Designated Securities, in form and substance 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 State
of Florida, with the corporate power and authority to own its
properties and conduct its business as described in the Prospectus as
amended or supplemented;
<PAGE>
(ii) The Company's authorized capital stock is as set forth in
the Prospectus as amended or supplemented;
(iii) The Company has been duly qualified as a foreign
corporation for the transaction of business and is in good standing
under the laws of each jurisdiction other than the State of Florida in
which its ownership or leasing of its properties requires such
qualification, other than such failures to qualify which would not,
individually or in the aggregate, have a material adverse effect on
the Company and its subsidiaries, taken as a whole (such counsel being
entitled to rely in respect of the opinion in this clause upon
opinions of local counsel and in respect of matters of fact upon
certificates of officers of the Company, provided that such counsel
shall state that such counsel believes that both the Representatives
and such counsel are justified in relying upon such opinions and
certificates);
(iv) Each Significant Subsidiary of the Company has been duly
incorporated or formed and is validly existing as a corporation or
limited liability company in good standing under the laws of its
jurisdiction of incorporation or formation; and all of the issued
shares of capital stock of each such Significant Subsidiary have been
duly authorized and validly issued, are fully paid and nonassessable,
and (except for directors' qualifying shares and except as set forth
in the Prospectus, as amended or supplemented, and except for the
membership interests in ABC Media, LLC which are pledged to Citicorp
USA, Inc., as agent under a certain credit agreement) are owned
directly or indirectly by the Company, free and clear of all liens,
encumbrances, equities or claims, except for such liens, encumbrances,
equities or claims which would not, individually or in the aggregate,
have a material adverse effect on the Company and its subsidiaries,
taken as a whole (such counsel being entitled to rely in respect of
the opinion in this clause upon opinions of local counsel and in
respect of matters of fact upon certificates of officers of the
Company or its subsidiaries, provided that such counsel shall state
that such counsel believes that both the Representatives and such
counsel are justified in relying upon such opinions and certificates);
(v) To the knowledge of such counsel, there is no litigation or
governmental proceeding pending or threatened against the Company or
any of its subsidiaries which is required to be disclosed in the
Prospectus, as amended or supplemented, pursuant to the Act or the
rules and regulations promulgated thereunder and is not disclosed
therein;
(vi) The issue and sale of the Designated Securities being
delivered by the Company pursuant to this Agreement and the Pricing
Agreement with respect to the Designated Securities and the compliance
by the Company with all of the provisions of the Designated
Securities, the Indenture, 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 indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument known to such counsel to
<PAGE>
which the Company or any of its subsidiaries is a party or by which
the Company or any of its subsidiaries is bound or to which any of the
properties or assets of the Company or any of its subsidiaries is
subject, except for such conflicts, breaches or defaults which would
not, individually or in the aggregate, have a material adverse effect
on the Company and its subsidiaries, taken as a whole, or on the
transactions contemplated by this Agreement, the Pricing Agreement or
the Indenture, and there is no law which prohibits the issue and sale
by the Company of the Designated Securities to be sold by the Company
pursuant to this Agreement and the Pricing Agreement with respect to
the Designated Securities;
(vii) The documents incorporated by reference in the Registration
Statement or the Prospectus, as amended or supplemented, or any
further amendment or supplement thereto made by the Company prior to
such Time of Delivery, when they became effective or were filed with
the Commission, as the case may be, complied as to form 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 such counsel does not believe that any of such
documents, when such documents became effective or were so filed, as
the case may be, contained, in the case of a registration statement
which 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, or, in the case of other documents which were filed under
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 light of the circumstances under
which they were made when such documents were so filed, not
misleading; such opinion may state that such counsel does not express
any opinion or belief as to the financial statements and notes
thereto, related schedules and exhibits and other financial or
statistical data contained in or omitted from such documents; and such
counsel does not know of any contracts or other documents of a
character required to be filed as an exhibit to the Registration
Statement or required to be incorporated by reference into the
Prospectus, as amended or supplemented, or required to be described in
the Registration Statement or the Prospectus, as amended or
supplemented, which are not filed or incorporated by reference or
described as required, in each case, pursuant to the Act and the rules
and regulations of the Commission thereunder; and
(viii) The Registration Statement and the Prospectus as amended
or supplemented and any further amendments and supplements thereto
made by the Company prior to the Time of Delivery for the Designated
Securities (other than the financial statements and notes thereto,
related schedules and exhibits and other financial or statistical data
contained in or omitted from such documents, 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 thereunder; although she does not assume any
responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement or the Prospectus,
she has no reason to believe that, as of its effective date, the
Registration Statement or any further amendment thereto made by the
Company prior to the Time of Delivery (other than the financial
<PAGE>
statements and notes thereto, related schedules and exhibits and other
financial or statistical data contained in or omitted from such
documents, as to which such counsel need express no opinion) 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 or that, as of its date, the Prospectus as
amended or supplemented or any further amendment or supplement thereto
made by the Company prior to the Time of Delivery (other than the
financial statements and notes thereto, related schedules and exhibits
and other financial or statistical data contained in or omitted from
such documents, as to which such counsel need express no opinion)
contained an untrue statement of a material fact or omitted to state a
material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading or
that, as of the Time of Delivery, either the Registration Statement or
the Prospectus as amended or supplemented or any further amendment or
supplement thereto made by the Company prior to the Time of Delivery
(other than the financial statements and notes thereto, related
schedules and exhibits and other financial or statistical data
contained in or omitted from such documents, as to which such counsel
need express no opinion) contains an untrue statement of a material
fact or omits to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading; and she does not know of any amendment to
the Registration Statement required to be filed or of any contracts or
other documents of a character required to be filed as an exhibit to
the Registration Statement or required to be incorporated by reference
into the Prospectus as amended or supplemented or required to be
described in the Registration Statement or the Prospectus as amended
or supplemented which are not filed or incorporated by reference or
described as required, in each case pursuant to the Act and the rules
and regulations of the Commission thereunder;
(e) On the date of the Prospectus as amended or supplemented at a time
prior to the execution of this Agreement, at 9:30 a.m., New York City time,
on the effective date of any post-effective amendment to the Registration
Statement filed subsequent to the date of this Agreement and prior to the
Time of Delivery and also at the Time of Delivery, the independent
accountants of the Company who have certified the financial statements of
the Company and its subsidiaries included or incorporated by reference in
the Registration Statement shall have furnished to the Representatives a
letter or letters, dated the respective dates of delivery thereof, to the
effect set forth in Annex II hereto, and with respect to such letter dated
such Time of Delivery, as to such other matters as the Representatives may
reasonably request and in form and substance satisfactory to the
Representatives (the executed copy of the letter delivered prior to the
execution of this Agreement is attached as Annex II(a) hereto and a draft
of the form of letter to be delivered on the effective date of any
post-effective amendment to the Registration Statement and as of each Time
of Delivery is attached as Annex II(b) hereto);
(f) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus as amended or
supplemented any loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or
<PAGE>
from any labor dispute or court or governmental action, order or decree,
which would have a material adverse effect on the Company and its
subsidiaries, taken as a whole, otherwise than as set forth or contemplated
in the Prospectus as amended or supplemented, and (ii) since the respective
dates as of which information is given in the Prospectus as amended or
supplemented there shall not have been any change in the capital stock
(other than issuances of common stock pursuant to employee benefit plans,
repurchases by the Company of its common stock which do not have a material
effect on the consolidated financial position of the Company and its
subsidiaries or conversion of outstanding convertible securities) or
long-term debt of the Company and its subsidiaries consolidated or any
change, or any development involving a prospective change, in or affecting
the general affairs, management, financial position, shareholders' equity
or results of operations of the Company and its subsidiaries consolidated,
otherwise than as set forth or contemplated in the Prospectus as amended or
supplemented, the effect of which, in any such case described in Clause
(ii), is in the judgment of the Representatives so material and adverse as
to make it impracticable or inadvisable to proceed with the public offering
or the delivery of the Designated Securities on the terms and in the manner
contemplated in the Prospectus as amended or supplemented;
(g) On or after the date of the Pricing Agreement relating to the
Designated Securities (i) no downgrading shall have occurred in the rating
accorded the Company's debt securities by any "nationally recognized
statistical rating organization," as that term is defined by the Commission
for purposes of Rule 436(g)(2) under the Act and (ii) no such organization
shall have publicly announced that it has under surveillance or review,
with possible negative implications, its rating of any of the Company's
debt securities;
(h) On or after 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 securities 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 involving
the United States or the declaration by the United States of a national
emergency or war if the effect of any such event specified in this Clause
(iii) in the judgment of the Representatives makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Designated Securities on the terms and in the manner contemplated in the
Prospectus as amended or supplemented;
(i) The Company shall have complied with the provisions of Section
5(c) hereof with respect to the furnishing of prospectuses on the New York
Business Day next succeeding the date of the Pricing Agreement; and
(j) The Company shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery for the Designated Securities a
certificate or certificates of officers of the Company reasonably
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, as to the performance by the Company of all of its obligations
hereunder to be performed at or prior to such Time of Delivery, as to the
<PAGE>
matters set forth in subsection (a) of this Section and as to such other
matters as the Representatives may reasonably request.
8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, 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
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, 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 therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably 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,
the Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
of Designated Securities through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Securities or was made in
reliance upon the Trustee's statement of eligibility and qualification on Form
T-1; and PROVIDED, FURTHER, that the Company shall not be liable to any
Underwriter of Designated Securities under the indemnity agreement in this
subsection (a) with respect to any Preliminary Prospectus to the extent that any
such loss, claim, damage or liability of such Underwriter results from the fact
such Underwriter sold Designated 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 (excluding documents incorporated by reference) or of the
Prospectus as then amended or supplemented (excluding documents incorporated by
reference) in any case where such delivery is required by the Act if the Company
has previously furnished copies thereof to such Underwriter and the loss, claim,
damage or liability of such Underwriter results from an untrue statement or
omission of a material fact contained in the Preliminary Prospectus which was
corrected in the Prospectus (or the Prospectus as amended or supplemented).
(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, the Prospectus as amended or supplemented and any other prospectus
relating to the Securities, 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
therein 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, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any such
<PAGE>
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives expressly for use therein; and will reimburse the Company for
any legal or other expenses reasonably incurred 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 indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying 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 subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying 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 selected by it and satisfactory to such indemnified party (who shall
not, except with the consent of the indemnified party (which consent shall not
be unreasonably withheld or delayed), be counsel to the indemnifying party),
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 indemnified 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. An indemnifying party shall not be required to indemnify
an indemnified party for any amount paid or payable by the indemnified party in
settlement of any claim, action, proceeding or investigation without the written
consent of the indemnifying 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 Underwriters of the Designated Securities
on the other from the offering of the Designated Securities to which such loss,
claim, damage or liability (or action in respect 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 Underwriters of the Designated
Securities on the other in connection 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 equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters 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 Underwriters.
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
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or such Underwriters on the other and
<PAGE>
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 contribution
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 connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the applicable 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 alleged omission. No
person guilty of fraudulent misrepresentation (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 obligations of the Underwriters
of Designated Securities in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations with respect to such
Securities 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. (a) If any Underwriter shall default in its obligation to purchase the
Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Designated Securities, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the Representatives to
purchase such Designated Securities on such terms. In the event that, within the
respective prescribed period, the Representatives notify the Company that they
have so arranged for the purchase of such Designated Securities, or the Company
notifies the Representatives that it has so arranged for the purchase of such
Designated Securities, the Representatives or the Company shall have the right
to postpone the Time of Delivery for such Designated Securities for a period of
not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus as amended or
supplemented, or in any other documents or arrangements, and the Company agrees
to file promptly any amendments or supplements to the Registration Statement or
the Prospectus which in the opinion of the Representatives may thereby be made
necessary. 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.
<PAGE>
(b) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to purchase under the Pricing Agreement
relating to such Designated Securities and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Designated Securities which such Underwriter agreed to
purchase under such Pricing Agreement) of the Designated Securities of such
defaulting Underwriter or Underwriters for which such arrangements have not been
made; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.
(c) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Securities which remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the Designated
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated Securities
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties and
other statements of the Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to 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 Underwriter 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. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, 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 Designated Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriters through the
representatives 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. In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities 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
<PAGE>
Representatives 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 agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission 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
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.
13. 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 successor or assign by reason merely of
such purchase.
14. Time shall be of the essence of each Pricing Agreement. As used herein,
"business day" shall mean any day when the Commission's office in Washington,
D.C. is open for business.
15. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
16. This Agreement and each Pricing Agreement may be executed by any one or
more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.
<PAGE>
If the foregoing is in accordance with your understanding, please sign and
return four counterparts hereof.
Very truly yours,
KNIGHT-RIDDER, INC.
By:
-----------------------------------
Name:
Title:
Accepted as of the date hereof:
- -------------------------------------
(Goldman, Sachs & Co.)
<PAGE>
ANNEX I
PRICING AGREEMENT
-----------------
GOLDMAN, SACHS & CO.,
As representatives of the several
Underwriters named in Schedule I hereto,
85 Broad Street
New York, New York 10004
, 199
Ladies and Gentlemen:
Knight-Ridder, Inc., a Florida corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated December , 1995 (the "Underwriting Agreement"), between the
Company on the one hand and Goldman, Sachs & Co. 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 incorporated 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 Prospectus 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 Prospectus (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 Registration Statement herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall mean the registration
statement on Form S-3 (File No. 33-28010), effective April 17, 1989 (the "First
Registration Statement"), and the registration statement on Form S-3, which
forms Post-Effective Amendment No. 1 to the First Registration Statement, (File
No. 333-[_____]), effective [October __,] 1997. 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 address
of the Representatives referred to in such Section 12 are set forth at the end
of Schedule II hereto.
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 heretofore delivered to you is now proposed to be filed 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.
<PAGE>
If the foregoing is in accordance with your understanding, please sign and
return to us four counterparts 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 constitute 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, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
KNIGHT-RIDDER, INC.
By:
-----------------------------------
Name:
Title:
Accepted as of the date hereof:
- -------------------------------------
(Goldman, Sachs & Co.)
On behalf of each of the Underwriters
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
DESIGNATED
SECURITIES
TO BE
UNDERWRITER PURCHASED
----------- ---------
<S> <C>
Goldman, Sachs & Co. ...................... $
[Names of other Underwriters]..............
----------
Total...................................... $
==========
</TABLE>
<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 [,if any,] 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:
Immediately available funds
INDENTURE:
Indenture dated as of October [___], 1997, between the Company and The
Chase Manhattan Bank, as Trustee
MATURITY:
INTEREST RATE:
[ %] [Zero Coupon] [see Floating Rate Provisions]
INTEREST PAYMENT DATES:
[months and dates, commencing ............., 19..]
REDEMPTION PROVISIONS:
[No provisions for redemption]
[The Designated Securities may be redeemed, otherwise than through the
sinking fund, in whole or in part at the option of the Company, in the amount of
[$] or an integral multiple thereof, [on or after ,
at the following redemption prices (expressed in percentages of
principal amount). If [redeemed on or before , %, and if] redeemed
during the 12-month period beginning ,
<PAGE>
REDEMPTION
YEAR PRICE
---- -----------
and thereafter at 100% of their principal amount, together in each case with
accrued interest to the redemption date.]
[on any interest payment date falling on or after , , at the
election of the Company, at a redemption price equal to the principal amount
thereof, plus accrued interest to the date of redemption.]
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law]
[Restriction on refunding]
SINKING FUND PROVISIONS
[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of a sinking fund to
retire [$] principal amount of Designated Securities on in each of the
years through at 100% of their principal amount plus accrued
interest] [, together with [cumulative] [noncumulative] redemptions at the
option of the Company to retire an additional [$] principal amount of Designated
Securities in the years through at 100% of their principal
amount plus accrued interest].
[If designated securities are extendable debt securities, insert --
EXTENDABLE PROVISIONS:
Designated Securities are repayable on , [insert date and years],
at the option of the holder, at their principal amount with accrued interest.
The initial annual interest rate will be %, and thereafter the 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].]
[If designated securities are floating rate debt securities, insert --
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] issued by and [insert names of banks].]
[and the annual interest rate [thereafter] [from through ] will be
the interest yield equivalent of the weekly average per annum market discount
rate for -month Treasury bills plus % of Interest Differential
(the excess, if any, of (i) the then current weekly average per annum secondary
market yield for -month certificates of deposit over (ii) the then
current interest yield equivalent of the weekly average per annum market
<PAGE>
discount rate for -month Treasury bills); [from and thereafter the
rate will be the then current interest yield equivalent plus % of
Interest Differential].]
DEFEASANCE PROVISIONS:
TIME OF DELIVERY:
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives: Goldman, Sachs & Co.
Address for Notices, etc.: Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(212) 902-3000
[OTHER TERMS]:
<PAGE>
ANNEX II
Pursuant to Section 7 (e)(i) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:
(i) They are independent certified public accountants with respect to
the Company and its subsidiaries within the meaning of the Act and the
applicable published rules and regulations thereunder;
(ii) In their opinion, the financial statements and any supplementary
financial information and schedules audited (and, if applicable,
prospective financial statements and/or pro forma financial information
examined) by them and included or incorporated by reference in the
Registration Statement or the Prospectus as amended or supplemented comply
as to form in all material respects with the applicable accounting
requirements of the Act or the Exchange Act, as applicable, and the related
published rules and regulations thereunder; and, if applicable, they have
made a review in accordance with standards established by the American
Institute of Certified Public Accountants of the consolidated interim
financial statements, selected financial data, pro forma financial
information, prospective financial statements and/or condensed financial
statements derived from audited financial statements of the Company for the
periods specified in such letter, as indicated in their reports thereon,
copies of which have been furnished to the representatives of the
Underwriters (the "Representatives");
(iii) They have performed the procedures specified by the American
Institute of Certified Public Accountants for a review of interim financial
information as described in SAS 71, Interim Financial Information, on the
unaudited consolidated condensed balance sheets and the unaudited
consolidated condensed statements of income and cash flows included in the
Prospectus as amended or supplemented and/or included in the Company's
quarterly reports on Form 10-Q incorporated by reference into the
Prospectus as amended or supplemented, and have inquired of certain
officials of the Company who have responsibility for financial and
accounting matters as to whether the unaudited consolidated condensed
financial statements referred to in paragraph (vi)(A) below comply as to
form in all material respects with the applicable accounting requirements
of the Act and the Exchange Act and the related published rules and
regulations, and on the basis of such procedures and inquiries, nothing
came to their attention that caused them to believe that the unaudited
condensed consolidated financial statements do not comply as to form in all
material respects with the applicable accounting requirements of the Act
and the Exchange Act and the related published rules and regulations;
(iv) They have compared the unaudited selected financial information
with respect to the consolidated results of operations and financial
position of the Company for the five most recent fiscal years included in
the Prospectus as amended or supplemented and included or incorporated by
reference in Item 6 of the Company's Annual Report on Form 10-K for the
most recent fiscal year to the corresponding amounts (after restatement
where applicable) in the audited consolidated financial statements for such
five fiscal years which were included or incorporated by reference in the
Company's Annual Reports on Form 10-K for such fiscal years and found them
to be in agreement;
(v) They have compared the information in the Prospectus as amended or
supplemented under selected captions with the disclosure requirements of
<PAGE>
Regulation S-K and on the basis of limited procedures specified in such
letter nothing came to their attention as a result of the foregoing
procedures that caused them to believe that this information does not
conform in all material respects with the disclosure requirements of Items
301, 302, 402 and 503(d), respectively, of Regulation S-K;
(vi) On the basis of limited procedures, not constituting an audit in
accordance with generally accepted auditing standards, consisting of a
reading of the unaudited financial statements and other information
referred to below, a reading of the latest available interim financial
statements of the Company and its subsidiaries, inspection of the minute
books of the Company and its subsidiaries since the date of the latest
audited financial statements included or incorporated by reference in the
Prospectus as amended or supplemented, inquiries of officials of the
Company and its subsidiaries responsible for financial and accounting
matters and such other inquiries and procedures as may be specified in such
letter, nothing came to their attention that caused them to believe that:
(A) the unaudited condensed consolidated statements of income,
consolidated balance sheets and consolidated statements of cash flows
included or incorporated by reference in the Company's Quarterly
Reports on Form 10-Q incorporated by reference in the Prospectus as
amended or supplemented do not comply as to form in all material
respects with the applicable accounting requirements of the Exchange
Act as it applies to Form 10-Q and the related published rules and
regulations thereunder or are not in conformity with generally
accepted accounting principles applied on a basis substantially
consistent with the basis for the audited consolidated statements of
income, consolidated balance sheets and consolidated statements of
cash flows included or incorporated by reference in the Company's
Annual Report on Form 10-K for the most recent fiscal year;
(B) any other unaudited income statement data and balance sheet
items included in the Prospectus as amended or supplemented do not
agree with the corresponding items in the unaudited consolidated
financial statements from which such data and items were derived, and
any such unaudited data and items were not determined on a basis
substantially consistent with the basis for the corresponding amounts
in the audited consolidated financial statements included or
incorporated by reference in the Company's Annual Report on Form 10-K
for the most recent fiscal year;
(C) the unaudited financial statements which were not included in
the Prospectus as amended or supplemented but from which were derived
the unaudited condensed financial statements referred to in Clause (A)
and any unaudited income statement data and balance sheet items
included in the Prospectus as amended or supplemented and referred to
in Clause (B) were not determined on a basis substantially consistent
with the basis for the audited financial statements included or
incorporated by reference in the Company's Annual Report on Form 10-K
for the most recent fiscal year;
(D) any unaudited pro forma condensed consolidated financial
statements included or incorporated by reference in the Prospectus as
amended or supplemented do not comply as to form in all material
respects with the applicable accounting requirements of Rule 11-02 of
Regulation S-X or the pro forma adjustments have not been properly
applied to the historical amounts in the compilation of those
statements;
<PAGE>
(E) as of a specified date not more than five days prior to the
date of such letter, there have been any changes in the consolidated
capital stock (other than issuances of capital stock upon exercise of
options and stock appreciation rights, upon earn-outs of performance
shares and upon conversions of convertible securities, in each case
which were outstanding on the date of the latest balance sheet
included or incorporated by reference in the Prospectus as amended or
supplemented) or any increase in the consolidated long-term debt of
the Company and its subsidiaries, or any decreases in consolidated net
current assets or net assets or other items specified by the
Representatives, or any increases in any items specified by the
Representatives, in each case as compared with amounts shown in the
latest balance sheet included or incorporated by reference in the
Prospectus as amended or supplemented, except in each case for
changes, increases or decreases which the Prospectus as amended or
supplemented discloses have occurred or may occur or which are
described in such letter; and
(F) for the period from the date of the latest financial
statements included or incorporated by reference in the Prospectus as
amended or supplemented to the specified date referred to in Clause
(E) there were any decreases in consolidated net revenues or operating
profit or the total or per share amounts of consolidated net income or
other items specified by the Representatives, or any increases in any
items specified by the Representatives, in each case as compared with
the comparable period of the preceding year and with any other period
of corresponding length specified by the Representatives, except in
each case for increases or decreases which the Prospectus as amended
or supplemented discloses have occurred or may occur or which are
described in such letter; and
(vii) In addition to the audit referred to in their report(s) included
or incorporated by reference in the Prospectus as amended or supplemented
and the limited procedures, inspection of minute books, inquiries and other
procedures referred to in paragraphs (iii) and (vi) above, they have
carried out certain specified procedures, not constituting an audit in
accordance with generally accepted auditing standards, with respect to
certain amounts, percentages and financial information specified by the
Representatives which are derived from the general accounting records of
the Company and its subsidiaries, which appear in the Prospectus as amended
or supplemented (excluding documents incorporated by reference), or in Part
II of, or in exhibits and schedules to, the Registration Statement
specified by the Representatives or in documents incorporated by reference
in the Prospectus as amended or supplemented specified by the
Representatives, and have compared certain of such amounts, percentages and
financial information with the accounting records of the Company and its
subsidiaries and have found them to be in agreement.
EXHIBIT 4.1
Form of Indenture
<PAGE>
================================================================================
KNIGHT-RIDDER, INC.
TO
THE CHASE MANHATTAN BANK
TRUSTEE
-----------
INDENTURE
DATED AS OF ______ 1997
-----------
================================================================================
<PAGE>
---------------------------------
CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,
INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:
<TABLE>
<CAPTION>
<S> <C>
Trust Indenture
Act Section Indenture Section(s)
ss. 310(a)(1) ........................................ 609
(a)(2) ........................................ 609
(a)(3) ........................................ Not Applicable
(a)(4) ........................................ Not Applicable
(b) ........................................ 608
610
ss. 311(a) ........................................ 613
(b) ........................................ 613
ss. 312(a) ........................................ 701
702
(b) ........................................ 702
(c) ........................................ 702
ss. 313(a) ........................................ 703
(b) ........................................ 703
(c) ........................................ 703
(d) ........................................ 703
ss. 314(a) ........................................ 704
(a)(4) ........................................ 101
1009
(b) ........................................ Not Applicable
(c)(1) ........................................ 102
(c)(2) ........................................ 102
(c)(3) ........................................ Not Applicable
(d) ........................................ Not Applicable
(e) ........................................ 102
ss. 315(a) ........................................ 601
(b) ........................................ 602
(c) ........................................ 601
(d) ........................................ 601
(e) ........................................ 514
ss. 316(a) ........................................ 101
(a)(1)(A) ........................................ 502
512
(a)(1)(B) ........................................ 513
(a)(2) ........................................ Not Applicable
(b) ........................................ 508
(c) ........................................ 104
ss. 317(a)(1) ........................................ 503
(a)(2) ........................................ 504
(b) ........................................ 1003
ss. 318(a) ........................................ 107
</TABLE>
- -------------------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.
<PAGE>
TABLE OF CONTENTS
PAGE
----
PARTIES........................................................................1
Recitals of the Company........................................................1
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 101. DEFINITIONS.......................................................1
Act........................................................2
Affiliate;control..........................................2
Attributable Debt..........................................2
Authenticating Agent.......................................2
Board of Directors.........................................2
Board Resolution...........................................2
Business Day...............................................2
Commission.................................................3
Company....................................................3
Company Request; Company Order.............................3
Corporate Trust Office.....................................3
corporation................................................3
Covenant Defeasance........................................3
Debt.......................................................3
Defaulted Interest.........................................3
Defeasance.................................................3
Depositary.................................................3
Event of Default...........................................3
Exchange Act...............................................4
Expiration Date............................................4
Global Security............................................4
Holder.....................................................4
Indenture..................................................4
interest...................................................4
Interest Payment Date......................................4
Investment Company Act.....................................4
Maturity...................................................4
Mortgage...................................................4
Notice of Default..........................................5
Officers' Certificate......................................5
Opinion of Counsel.........................................5
Original Issue Discount Security...........................5
Outstanding................................................5
<PAGE>
TABLE OF CONTENTS
(continued)
PAGE
----
Paying Agent...............................................6
Periodic Offering..........................................6
Person.....................................................7
Place of Payment...........................................7
Predecessor Security.......................................7
Principal Property.........................................7
Redemption Date............................................7
Redemption Price...........................................7
Regular Record Date........................................7
Repurchase Date............................................7
Repurchase Price...........................................7
Responsible Officer........................................8
Restricted Subsidiary......................................8
Sale and Leaseback Transaction.............................8
Securities.................................................8
Securities Act.............................................8
Security Register and Security Registrar...................8
Special Record Date........................................8
Stated Maturity............................................8
Subsidiary.................................................8
Trust Indenture Act........................................9
Trustee....................................................9
U.S. Government Obligation.................................9
Vice President.............................................9
Section 102. COMPLIANCE CERTIFICATES AND OPINIONS..............................9
Section 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE...........................10
Section 104. ACTS OF HOLDERS; RECORD DATES....................................10
Section 105. NOTICES, ETC., TO TRUSTEE AND COMPANY............................13
Section 106. NOTICE TO HOLDERS; WAIVER........................................13
Section 107. CONFLICT WITH TRUST INDENTURE ACT................................14
Section 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.........................14
Section 109. SUCCESSORS AND ASSIGNS...........................................14
Section 110. SEPARABILITY CLAUSE..............................................14
Section 111. BENEFITS OF INDENTURE............................................15
Section 112. GOVERNING LAW....................................................15
Section 113. LEGAL HOLIDAYS...................................................15
ARTICLE TWO
SECURITY FORMS
Section 201. FORMS GENERALLY..................................................15
Section 202. FORM OF FACE OF SECURITY.........................................16
<PAGE>
TABLE OF CONTENTS
(continued)
PAGE
----
Section 203. FORM OF REVERSE OF SECURITY......................................18
Section 204. FORM OF LEGEND FOR GLOBAL SECURITIES.............................23
Section 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION..................23
ARTICLE THREE
THE SECURITIES
Section 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.............................23
Section 302. DENOMINATIONS....................................................27
Section 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING...................27
Section 304. TEMPORARY SECURITIES.............................................29
Section 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE..............30
Section 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.................32
Section 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED...................32
Section 308. PERSONS DEEMED OWNERS............................................34
Section 309. CANCELLATION.....................................................34
Section 310. COMPUTATION OF INTEREST..........................................34
Section 311. CUSIP NUMBERS....................................................35
ARTICLE FOUR
SATISFACTION AND DISCHARGE
Section 401. SATISFACTION AND DISCHARGE OF INDENTURE..........................35
Section 402. APPLICATION OF TRUST MONEY.......................................36
ARTICLE FIVE
REMEDIES
Section 501. EVENTS OF DEFAULT................................................36
Section 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT...............38
Section 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE..39
Section 504. TRUSTEE MAY FILE PROOFS OF CLAIM.................................40
Section 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES......41
Section 506. APPLICATION OF MONEY COLLECTED...................................41
Section 507. LIMITATION ON SUITS..............................................41
Section 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
AND INTEREST..................................................42
Section 509. RESTORATION OF RIGHTS AND REMEDIES...............................42
Section 510. RIGHTS AND REMEDIES CUMULATIVE...................................43
Section 511. DELAY OR OMISSION NOT WAIVER.....................................43
Section 512. CONTROL BY HOLDERS...............................................43
Section 513. WAIVER OF PAST DEFAULTS..........................................44
<PAGE>
TABLE OF CONTENTS
(continued)
PAGE
----
Section 514. UNDERTAKING FOR COSTS............................................44
Section 515. WAIVER OF USURY, STAY OR EXTENSION LAWS..........................44
ARTICLE SIX
THE TRUSTEE
Section 601. CERTAIN DUTIES AND RESPONSIBILITIES..............................45
Section 602. NOTICE OF DEFAULTS...............................................45
Section 603. CERTAIN RIGHTS OF TRUSTEE........................................45
Section 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES...........47
Section 605. MAY HOLD SECURITIES..............................................47
Section 606. MONEY HELD IN TRUST..............................................47
Section 607. COMPENSATION AND REIMBURSEMENT...................................47
Section 608. CONFLICTING INTERESTS............................................48
Section 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY..........................48
Section 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR................49
Section 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR...........................50
Section 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS......52
Section 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY................52
Section 614. APPOINTMENT OF AUTHENTICATING AGENT..............................52
ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
Section 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS........54
Section 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS...........55
Section 703. REPORTS BY TRUSTEE...............................................55
Section 704. REPORTS BY COMPANY...............................................55
ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Section 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.............56
Section 802. SUCCESSOR SUBSTITUTED............................................57
ARTICLE NINE
SUPPLEMENTAL INDENTURES
Section 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS...............57
Section 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS..................59
Section 903. EXECUTION OF SUPPLEMENTAL INDENTURES.............................60
Section 904. EFFECT OF SUPPLEMENTAL INDENTURES................................60
<PAGE>
TABLE OF CONTENTS
(continued)
PAGE
----
Section 905. CONFORMITY WITH TRUST INDENTURE ACT..............................60
Section 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES...............60
ARTICLE TEN
COVENANTS
Section 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST......................61
Section 1002. MAINTENANCE OF OFFICE OR AGENCY.................................61
Section 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST...............61
Section 1004. CORPORATE EXISTENCE.............................................63
Section 1005. MAINTENANCE OF PROPERTIES.......................................63
Section 1006. PAYMENT OF TAXES AND OTHER CLAIMS...............................63
Section 1007. RESTRICTION UPON MORTGAGES......................................64
Section 1008. RESTRICTION UPON SALE AND LEASEBACK TRANSACTIONS................66
Section 1009. STATEMENT BY OFFICERS AS TO DEFAULT.............................67
Section 1010. WAIVER OF CERTAIN COVENANTS.....................................68
ARTICLE ELEVEN
REDEMPTION OF SECURITIES
Section 1101. APPLICABILITY OF ARTICLE........................................68
Section 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE...........................68
Section 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED...............69
Section 1104. NOTICE OF REDEMPTION............................................69
Section 1105. DEPOSIT OF REDEMPTION PRICE.....................................70
Section 1106. SECURITIES PAYABLE ON REDEMPTION DATE...........................71
Section 1107. SECURITIES REDEEMED IN PART.....................................71
ARTICLE TWELVE
SINKING FUNDS
Section 1201. APPLICABILITY OF ARTICLE........................................71
Section 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES...........72
Section 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.......................72
ARTICLE THIRTEEN
DEFEASANCE AND COVENANT DEFEASANCE
Section 1301. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE....73
Section 1302. DEFEASANCE AND DISCHARGE........................................73
Section 1303. COVENANT DEFEASANCE.............................................73
Section 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.................74
<PAGE>
TABLE OF CONTENTS
(continued)
PAGE
----
Section 1305. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS
TO BE HELD IN TRUST; MISCELLANEOUS PROVISIONS.................76
Section 1306. REINSTATEMENT...................................................77
ARTICLE FOURTEEN
REPURCHASE OF SECURITIES AT OPTION OF HOLDERS
Section 1401. APPLICABILITY...................................................77
Section 1402. NOTICE OF REPURCHASE DATE.......................................77
Section 1403. DEPOSIT OF REPURCHASE PRICE.....................................78
Section 1404. SECURITIES PAYABLE ON REPURCHASE DATE...........................78
Section 1405. SECURITIES REPURCHASED IN PART..................................79
<PAGE>
INDENTURE, dated as of _________, 1997, between Knight-Ridder, Inc., a
corporation duly organized and existing under the laws of the State of Florida
(herein called the "Company"), having its principal office at One Herald Plaza,
Miami, Florida 33132, and The Chase Manhattan Bank, a corporation duly organized
and existing under the laws of New York, as Trustee (herein 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 (herein 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 agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 101. 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,
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 as are generally accepted at the
date of this instrument;
(4) unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may be,
of this Indenture; and
<PAGE>
(5) 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.
"Act" when used with respect to any Holder, has the meaning specified
in Section 104.
"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 the present value (discounted at the rate of
interest implicit in the terms of the relevant transaction) of the obligation of
a lessee for net rental payments during the remaining term of any lease.
"Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.
"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.
"Business Day", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.
"Commission" means the Securities and Exchange Commission, from time to
time constituted, created under the Exchange Act, 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.
"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.
<PAGE>
"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.
"Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered.
"corporation" includes a corporation, association, company, joint-stock
company or business trust.
"Covenant Defeasance" has the meaning specified in Section 1303.
"Debt" means any debt for money borrowed.
"Defaulted Interest" has the meaning specified in Section 307.
"Defeasance" has the meaning specified in Section 1302.
"Depositary" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary
for such Securities as contemplated by Section 301.
"Event of Default" has the meaning specified in Section 501.
"Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.
"Expiration Date" has the meaning specified in Section 104.
"Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 204 (or such
legend as may be specified as contemplated by Section 301 for such Securities).
"Holder" means a Person in whose name a Security is registered in the
Security Register.
"Indenture" means this instrument as originally executed and 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,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.
<PAGE>
"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.
"Investment Company Act" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.
"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, occurrence of any Repurchase
Date or otherwise.
"Mortgage" means any mortgage, pledge, lien, security interest or other
encumbrance.
"net rental payments" under any lease for any period means the sum of
the rental and other payments required to be paid in such period by the lessee
thereunder, other than any amounts required to be paid by such lessee (whether
or not designated as rental or additional rental) on account of maintenance and
repairs, insurance, taxes, assessments, or similar charges required to be paid
by such lessee thereunder or any amounts required to be paid by such lessee
thereunder contingent upon the amount of sales, maintenance and repairs,
insurance, taxes, assessments or similar charges.
"Notice of Default" means a written notice of the kind specified in
Section 501(4).
"Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. One of the officers
signing an Officers' Certificate given pursuant to Section 1009 shall be the
principal executive, financial or accounting officer of the Company.
"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable 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 Maturity thereof pursuant to Section 502.
"Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:
<PAGE>
(1) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;
(2) Securities for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the
Company (if the Company shall act as its own Paying Agent) for the Holders of
such Securities; 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;
(3) Securities as to which Defeasance has been effected pursuant to
Section 1302; and
(4) Securities which have been paid pursuant to Section 306 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 the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof on such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of 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, waiver or other action, 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 of such other obligor.
<PAGE>
"Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.
"Periodic Offering" means an offering of Securities of a series from
time to time the specific terms of which Securities, including without
limitation the rate or rates of interest or formula for determining the rate or
rates of interest thereon, if any, the Stated Maturity or Maturities thereof and
the redemption provisions, if any, with respect thereto, are to be determined by
the Company upon the issuance of such Securities.
"Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.
"Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.
"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 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.
"Principal Property" means all land, buildings, machinery and
equipment, and leasehold interests and improvements in respect of the foregoing,
which would be reflected on a consolidated balance sheet of the Company and its
Subsidiaries prepared in accordance with generally accepted accounting
principles, excluding all such tangible property located outside the United
States of America and excluding any such property which, in the opinion of the
Board of Directors set forth in a Board Resolution, is not material to the
Company and its Subsidiaries consolidated.
"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.
"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.
"Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.
"Repurchase Date", when used with respect to any Security of any series
to be repurchased, means the date, if any, fixed for such repurchase pursuant to
Section 301 of this Indenture.
<PAGE>
"Repurchase Price", when used with respect to any Security of any
series to be repurchased, means the price, if any, at which it is to be
repurchased pursuant to Section 301 of this Indenture.
"Responsible Officer", when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any senior trust officer, any trust officer or assistant
trust officer, the controller or any assistant controller or any other officer
of the Trustee customarily performing functions similar to those performed by
any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.
"Restricted Subsidiary" means any Subsidiary other than: (i) a
Subsidiary substantially all of the physical properties of which are located, or
substantially all the operations of which are conducted, outside the United
States of America, or (ii) a Subsidiary which does not own or hold any Principal
Property.
"Sale and Leaseback Transaction" has the meaning specified in Section
1008.
"Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.
"Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.
"Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.
"Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.
"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 as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.
"Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.
<PAGE>
"Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.
"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.
"U.S. Government Obligation" has the meaning specified in Section 1304.
"Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".
SECTION 102. 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 such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.
Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the Officers'
Certificate required by Section 1009) shall include,
(1) a statement that each individual signing such certificate or
opinion has read such covenant or condition 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 covenant or condition 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.
<PAGE>
SECTION 103. 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, 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 officer or 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 104. ACTS OF HOLDERS; RECORD DATES.
Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made 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 agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.
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 a 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 execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
<PAGE>
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.
The ownership of Securities shall be proved by the Security Register.
Any request, demand, authorization, direction, notice, consent, waiver
or other Act of 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, omitted 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.
The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make, take or revoke any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture
to be given, made, taken or revoked by Holders of Securities of such series,
provided that the Company may not set a record date for, and the provisions of
this paragraph shall not apply with respect to, the giving, making or revoking
of any notice, declaration, request or direction referred to in the next
paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date, and no other
Holders, shall be entitled to take or revoke the relevant action, whether or not
such Holders remain Holders after such record date; provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Company from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken or revoked
by Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken or revoked. Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section
106.
The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, or to revoke
the same, whether or not such Holders remain Holders after such record date;
<PAGE>
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken or revoked by Holders of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Trustee,
at the Company's expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Company
in writing and to each Holder of Securities of the relevant series in the manner
set forth in Section 106.
With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 106, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.
Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.
SECTION 105. 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 located at 450 W. 33rd Street, New York, New York 10001, Attention:
Corporate Trustee Administration Department, or
<PAGE>
(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, Attention: Corporate Secretary, or at any other address previously
furnished in writing to the Trustee by the Company.
SECTION 106. NOTICE TO HOLDERS; WAIVER.
Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. 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.
In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.
SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.
If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.
SECTION 108. 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 109. SUCCESSORS AND ASSIGNS.
All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.
<PAGE>
SECTION 110. SEPARABILITY CLAUSE.
In case any provision in this Indenture or in the Securities 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 111. BENEFITS OF INDENTURE.
Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture.
SECTION 112. GOVERNING LAW.
This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.
SECTION 113. LEGAL HOLIDAYS.
In any case where any Interest Payment Date, Redemption Date, Stated
Maturity, Maturity or Repurchase Date 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 (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section))
payment of interest or principal (and premium, if any) or Repurchase Price 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, Redemption Date, Repurchase Date or at
the Stated Maturity or Maturity, provided that no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date, Repurchase
Date, Stated Maturity or Maturity, as the case may be.
ARTICLE TWO
SECURITY FORMS
SECTION 201. FORMS GENERALLY.
The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
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 Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is 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
<PAGE>
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.
The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.
SECTION 202. FORM OF FACE OF SECURITY.
[INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER.]
Knight-Ridder, Inc.
----------------------------------------
No. ____ $ ____
Knight-Ridder, Inc., a corporation duly organized and existing under
the laws of the State of Florida (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _____________________, or registered
assigns, the principal sum of __________________________ Dollars on
________________________ [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY,
INSERT --, and to pay interest thereon from __________ or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on _______ and _______ in each year, commencing _______, at the
rate of % per annum, until the principal hereof is paid or made available for
payment [IF APPLICABLE INSERT __, and, provided that any principal and premium,
and any such installment of interest, which is overdue shall bear interest at
the rate of ___% per annum (to the extent that the payment of such interest
shall be legally enforceable from the dates such amounts are due until they are
paid or made available for payment, and such interest shall be payable on
demand]. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, 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 Day),
as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this 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
<PAGE>
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, upon
repurchase at the option of the Holder or at Stated Maturity, and in such case
the overdue principal and any overdue premium shall bear interest at the rate of
____% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment. Interest on any overdue principal or premium shall
be payable on demand. Any such interest on overdue principal or premium which is
not paid on demand shall bear interest at the rate of ____% per annum (to the
extent that the payment of such interest on interest shall be legally
enforceable), from the date of such demand until the amount so demanded is paid
or made available for payment. Interest on any overdue interest shall 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 office or
agency 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 debts [IF APPLICABLE, INSERT --;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].
[INSERT A BRIEF DESCRIPTION OF THE RIGHT, IF ANY, OF HOLDERS TO
ELECT REPURCHASE.]
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 by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
KNIGHT-RIDDER, INC.
By
-------------------------------
Title:
Attest:
- -------------------
<PAGE>
SECTION 203. FORM OF REVERSE OF SECURITY.
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 ________, 1997 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Chase Manhattan Bank, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture 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 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 [IF APPLICABLE,
INSERT --, limited in aggregate principal amount to $________].
[IF APPLICABLE, INSERT -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [IF APPLICABLE, INSERT --
(1) 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, and (2)] at any time [IF
APPLICABLE, INSERT -- 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 [IF APPLICABLE, INSERT -- on
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,
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, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
<PAGE>
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 upon not less than 30 days' notice by mail, (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 [IF
APPLICABLE, insert -- on or after ________], 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 Redemption Price For
For Redemption Redemption Otherwise
Through Operation Than Through Operation
Year of the Sinking Fund of the Sinking Fund
- ------------ ------------------------------- -----------------------------
and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, 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 -- Notwithstanding the foregoing, the Company
may not, prior to _________, redeem any Securities of this series as
contemplated by [if APPLICABLE, INSERT --Clause (2) of] the preceding paragraph
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.]
<PAGE>
[IF APPLICABLE, INSERT -- The sinking fund for this series provides for
the redemption on ______ in each year beginning with the year ______ and ending
with the year ______ of [IF APPLICABLE, INSERT -- not less than $______
("mandatory sinking fund") and not more than] $______ aggregate principal amount
of Securities of this series. Securities of this series acquired or redeemed by
the Company otherwise than through [IF APPLICABLE, INSERT -- mandatory] sinking
fund payments may be credited against subsequent [IF APPLICABLE, INSERT --
mandatory] sinking fund payments otherwise required to be made [IF APPLICABLE,
INSERT --, in the inverse order in which they become due].]
[IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT -- In the
event of redemption of this Security in part only, a new 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 APPLICABLE, INSERT -- The Securities of this series are not
redeemable prior to Stated Maturity.]
[IF APPLICABLE, INSERT PROVISIONS WITH RESPECT TO REPURCHASE AT THE
OPTION OF THE HOLDER AND THE ISSUANCE OF SECURITIES IN LIEU OF SECURITIES
REDEEMED OR REPURCHASED AT THE OPTION OF THE HOLDER.]
[IF APPLICABLE, INSERT PARAGRAPH REGARDING SUBORDINATION OF THE
SECURITY.]
[IF APPLICABLE, INSERT -- The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]
[IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the 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 THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, 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. 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, premium and 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 premium and interest, if any, on the Securities of this series
shall terminate.]
<PAGE>
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
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, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. 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 notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 33 1/3% in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon 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 any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this 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 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.
<PAGE>
The Securities of this series are issuable only in registered form
without coupons in denominations 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 be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
[IF APPLICABLE, INSERT FORM OF OPTION TO ELECT REPURCHASE.]
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
SECTION 204. FORM OF LEGEND FOR GLOBAL SECURITIES.
Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Section 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
The Trustee's certificates of authentication shall be in substantially
the following form:
<PAGE>
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
AS TRUSTEE
By
--------------------------
AUTHORIZED OFFICER
<PAGE>
ARTICLE THREE
THE SECURITIES
SECTION 301. 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 303,
set forth, or determined in the manner provided, 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 Securities of any other series);
(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
Section 304, 305, 306, 906, 1107 or 1405 and except for any Securities which,
pursuant to Section 303, are deemed never to have been authenticated and
delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall
be payable, if other than 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;
(4) the date or dates on which the principal of any Securities of the
series is payable;
(5) the rate or rates at which any Securities of the series shall bear
interest, if any, whether such rate or rates will be fixed or variable, the date
or dates from which any such interest shall accrue, the Interest Payment Dates
on which any such interest shall be payable and the Regular Record Date for any
such interest payable on any Interest Payment Date;
(6) the place or places where the principal of and any premium and
interest on any Securities of the series shall be payable;
<PAGE>
(7) the period or periods within which, the price or prices at which
and the terms and conditions upon which any Securities of the series may be
redeemed, in whole or in part, at the option of the Company and, if other than
by a Board Resolution, the manner in which any election by the Company to redeem
the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem or purchase any
Securities of the series pursuant to any sinking fund or analogous provisions or
at the option of the Holder thereof and the period or periods within which, the
price or prices at which and the terms and conditions upon which any Securities
of the series shall be redeemed or purchased, in whole or in part, pursuant to
such obligation;
(9) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which any Securities of the series shall be
issuable;
(10) if the amount of principal of or any premium or interest on any
Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts shall be determined;
(11) if other than the currency of the United States of America, the
currency or currencies, including composite currencies, or currency units in
which the principal of or any premium or interest on any Securities of the
series shall be payable and the manner of determining the equivalent thereof in
the currency of the United States of America for any purpose, including for
purposes of the definition of "Outstanding" in Section 101;
(12) if the principal of or any premium or interest on any Securities
of the series is to be payable, at the election of the Company or the Holder
thereof, in one or more currencies or currency units other than that or those in
which such Securities are stated to be payable, the currency or currencies,
including composite currencies, or currency units in which the principal of or
any premium or interest on such Securities as to which such election is made
shall be payable, the periods within which and the terms and conditions upon
which such election is to be made and the amount so payable (or the manner in
which such amount shall be determined);
(13) if other than the entire principal amount thereof, the portion of
the principal amount of any Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 502;
(14) if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall be
due and payable upon any Maturity other than the Stated Maturity or which shall
be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in
<PAGE>
any such case, the manner in which such amount deemed to be the principal amount
shall be determined);
(15) if either Section 1302 or Section 1303 or both such Sections shall
not apply to the Securities of the series;
(16) if applicable, that any Securities of the series shall be issuable
in whole or in part in the form of one or more Global Securities and, in such
case, the respective Depositaries for such Global Securities, the form of any
legend or legends which shall be borne by any such Global Security in addition
to or in lieu of that set forth in Section 204 and any circumstances in addition
to or in lieu of those set forth in Clause (2) of the last paragraph of Section
305 in which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in whole or in
part may be registered, in the name or names of Persons other than the
Depositary for such Global Security or a nominee thereof;
(17) any addition to or change in the Events of Default which applies
to any Securities of the series and any change in the right of the Trustee or
the requisite Holders of such Securities to declare the principal amount thereof
due and payable pursuant to Section 502;
(18) any addition to or change in the covenants set forth in Article
Ten which applies to Securities of the series;
(19) the terms, if any, on which the Securities of any series may be
converted into or exchanged for stock or other securities of the Company or
other entities, any specific terms relating to the adjustment thereof and the
period during which such Securities may be so converted or exchanged;
(20) whether the Securities of the series shall be subordinate to any
other series of Securities, and if so, the provisions for subordination thereof;
and
(21) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 901(5)).
All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.
If any of the terms of the 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'
<PAGE>
Certificate setting forth the terms or the manner of determining the terms of
the series.
With respect to Securities of a series offered in a Periodic Offering,
the Board Resolution (or action taken pursuant thereto), Officers' Certificate
or supplemental indenture referred to above may provide general terms or
parameters for Securities of such series and provide either that the specific
terms of particular Securities of such series shall be specified in a Company
Order or that such terms shall be determined by the Company in accordance with
other procedures specified in a Company Order as contemplated by the third
paragraph of Section 303.
Notwithstanding Section 301(2) herein and unless otherwise expressly
provided with respect to a series of Securities, the aggregate principal amount
of a series of Securities may be increased and additional Securities of such
series may be issued up to the maximum aggregate principal amount authorized
with respect to such series as increased.
SECTION 302. DENOMINATIONS.
The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.
SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.
The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents, 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.
Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding 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 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 the case of Securities offered in a Periodic Offering, the
Trustee shall authenticate and deliver such Securities from time to time in
accordance with such other procedures (including, without limitation, the
<PAGE>
receipt by the Trustee of oral or electronic instructions from the Company or
its duly authorized agents confirmed in writing) reasonably acceptable to the
Trustee as may be specified by or pursuant to a Company Order delivered to the
Trustee prior to the time of the first authentication of Securities of such
series. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, 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 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,
(1) if the form of such Securities has been established by or pursuant
to a Board Resolution as permitted by Section 201, that such form has been
established in conformity with the provisions of this Indenture;
(2) if the terms of such Securities have been, or in the case of
Securities of a series offered in a Periodic Offering, will be, established by
or pursuant to a Board Resolution as permitted by Section 301, that such terms
have been, or in the case of Securities of a series offered in a Periodic
Offering, will be, established in conformity with the provisions of this
Indenture, subject, in the case of Securities of a series offered in a Periodic
Offering, to any conditions specified in such Opinion of Counsel; and
(3) that such Securities, 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
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.
If such form 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 otherwise in a manner
which is not reasonably acceptable to the Trustee.
Notwithstanding the provisions of Section 301 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 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
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.
With respect to Securities of a series offered in a Periodic Offering,
the Trustee may rely, as to the authorization by the Company of any of such
Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Opinion of Counsel and the other
<PAGE>
documents delivered pursuant to Sections 201 and 301 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.
Each Security shall be dated the date of its authentication.
No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security 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. 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 cancellation as provided in Section 309, 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 304. 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 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.
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 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, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount. 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 and tenor.
SECTION 305. 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 or in any other
<PAGE>
office or agency of the Company in a Place of Payment being herein sometimes
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 Securities and of transfers of Securities. The Trustee is hereby appointed
"Security Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided.
Upon surrender for registration of transfer of any Security of a series
at the office or agency of the Company 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 Securities
of the same series, of any authorized denominations and of like tenor and
aggregate principal amount.
At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at such office or agency. 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.
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 Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be 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.
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 Section 304, 906, 1107 or 1405 not involving any transfer.
If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Company shall not be required (A) to issue,
register the transfer of or exchange any Securities of that series (or of that
series and specified tenor, as the case may be) during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 1103 and
ending at the close of business on the day of such mailing, or (B) to register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.
<PAGE>
The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:
(1) Each Global Security authenticated under this Indenture shall be
registered in the name of the Depositary designated for such Global Security or
a nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such Global Security shall constitute a single
Security for all purposes of this Indenture.
(2) Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (A) such Depositary (i) has notified the Company that it is
unwilling or unable to continue as Depositary for such Global Security or (ii)
has ceased to be a clearing agency registered under the Exchange Act, (B) there
shall have occurred and be continuing an Event of Default with respect to such
Global Security or (C) there shall exist such circumstances, if any, in addition
to or in lieu of the foregoing as have been specified for this purpose as
contemplated by Section 301.
(3) Subject to Clause (2) above, any exchange of a Global Security for
other Securities may be made in whole or in part, and all Securities issued in
exchange for a Global Security or any portion thereof shall be registered in
such names as the Depositary for such Global Security shall direct.
(4) Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Section, Section 304, 306, 906, 1107 or 1405
or otherwise, shall be authenticated and delivered in the form of, and shall be,
a Global Security, unless such Security is registered in the name of a Person
other than the Depositary for such Global Security or a nominee thereof.
SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.
If any mutilated Security 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.
If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
<PAGE>
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.
In case any such mutilated, destroyed, lost or stolen Security 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.
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 issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series 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.
SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.
Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any 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.
Any interest on any 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 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 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
<PAGE>
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 payment, 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 to
be given to each Holder of Securities of such series in the manner set
forth in Section 106, not less than 10 days prior to such Special Record
Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so given, such Defaulted Interest
shall be paid to the Persons in whose names the 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
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 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, 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 308. PERSONS DEEMED OWNERS.
Prior to due presentment of a 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 of such
Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 307) any interest 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.
SECTION 309. CANCELLATION.
All Securities surrendered for payment, redemption, repurchase,
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
<PAGE>
to the Trustee and shall be promptly canceled by it. 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 may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities held by the Trustee shall be disposed of as directed by a Company
Order.
SECTION 310. COMPUTATION OF INTEREST.
Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.
SECTION 311. CUSIP NUMBER.
The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee or the Company shall use "CUSIP"
numbers in notices of redemption or repurchase 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 or repurchase and that reliance may be
placed only on the other identification numbers printed on the Securities, and
any such redemption or repurchase shall not be affected by any defect in or
omission of such numbers.
ARTICLE FOUR
SATISFACTION AND DISCHARGE
SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.
This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when
(1) either
(A) all Securities theretofore authenticated and delivered (other
than (i) Securities which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 306 and (ii)
Securities 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 1003) have been delivered to the Trustee for cancellation; or
<PAGE>
(B) all such Securities 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
arrangements 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 money in an amount sufficient to
pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest to the date of such
deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or 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; and
(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with.
Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 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 402 and the last
paragraph of Section 1003 shall survive.
SECTION 402. APPLICATION OF TRUST MONEY.
Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.
<PAGE>
ARTICLE FIVE
REMEDIES
SECTION 501. 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),
unless it is inapplicable to a particular series or is specifically deleted or
modified in the Board Resolution (or action taken pursuant thereto), Officers'
Certificate or supplemental indenture under which such series of Securities is
issued or has been modified in an indenture supplemental hereto:
(1) default in the payment of any 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 any premium 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
(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 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 or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company
under any applicable Federal or State law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other
decree or order unstayed and in effect for a period of 60 consecutive
days; or
<PAGE>
(6) the commencement by the Company of a voluntary case or
proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the
consent by it to the entry of a decree or order for relief in respect
of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under
any applicable Federal or State law, or the consent by it to the
filing of such petition or to the appointment of or taking possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or other similar official of the Company or of any substantial part of
its property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due, or the taking of corporate
action by the Company in furtherance of any such action; or
(7) any other Event of Default provided with respect to
Securities of that series.
SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.
If an Event of Default (other than an Event of Default specified in
Section 501(5) or 501(6)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 50% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) 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. If an Event of Default specified in Section 501(5)
or 501 (6) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable.
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
<PAGE>
(1) the Company has paid or deposited with the Trustee a sum
sufficient to pay
(A) all overdue 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 any interest thereon at the
rate or rates prescribed therefor in such Securities,
(C) to the extent that payment of such interest is lawful,
interest upon overdue 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 non-payment 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 513.
No such rescission shall affect any subsequent default or
impair any right consequent thereon.
SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.
The Company covenants that if
(1) default is made in the payment of any interest on any
Security when such interest becomes due and payable and such default
continues for a period of 30 days, or
(2) default is made in the payment of the principal of (or
premium, if any, on) any Security at the Maturity thereof,
the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue 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.
<PAGE>
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 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 504. TRUSTEE MAY FILE PROOFS OF CLAIM.
In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder 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, to pay to the Trustee any amount due 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 607.
No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.
SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.
All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities 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 in respect of which such
judgment has been recovered.
<PAGE>
SECTION 506. 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 any premium
or interest, upon presentation of the Securities 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 607;
SECOND: To the payment of the amounts then due and unpaid for principal
of and any premium and interest on the Securities 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 for principal and any premium and interest, respectively; and
THIRD: To the Company.
SECTION 507. LIMITATION ON SUITS.
No Holder of any Security of any series 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 33 1/3% 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 such Holders 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 of
such Holders, or to obtain or to seek to obtain priority or preference over any
<PAGE>
other of 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 of such
Holders.
SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
INTEREST.
Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date or, in the case
of repurchase at the option of the Holder, on the Repurchase 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 509. RESTORATION OF RIGHTS AND REMEDIES.
If the Trustee or any Holder 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, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
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 510. RIGHTS AND REMEDIES CUMULATIVE.
Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders 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 511. DELAY OR OMISSION NOT WAIVER.
No delay or omission of the Trustee or of any Holder of any Securities
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 may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.
<PAGE>
SECTION 512. 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,
(2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction, and
(3) subject to the provisions of Section 601, the Trustee shall
have the right to decline to follow any such direction if the Trustee
in good faith shall, by a Responsible Officer or Officers of the
Trustee, determine that the proceeding so directed would involve the
Trustee in personal liability.
SECTION 513. 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 waive any past default hereunder with respect to such
series and its consequences, except a default
(1) in the payment of the principal of or any premium or interest
on any Security of such series, or
(2) in respect of 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 514. UNDERTAKING FOR COSTS.
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, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.
<PAGE>
SECTION 515. WAIVER OF USURY, 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 usury, 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 SIX
THE TRUSTEE
SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.
The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, 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. 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 602. NOTICE OF DEFAULTS.
If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that except in the case of a default in the payment of the principal of
(or premium, if any) or interest 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 a trust committee of 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 501(4) with respect to Securities
of such series, no such notice to Holders shall be given until at least 30 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 603. CERTAIN RIGHTS OF TRUSTEE.
Subject to the provisions of Section 601:
<PAGE>
(1) 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, 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;
(2) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order,
and any resolution of the Board of Directors shall be sufficiently
evidenced by a Board Resolution;
(3) 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;
(4) 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;
(5) 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 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;
(6) 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, 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
(7) 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 604. 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
<PAGE>
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.
SECTION 605. MAY HOLD SECURITIES.
The Trustee, any Authenticating Agent, 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 and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.
SECTION 606. 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.
SECTION 607. 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.
As security for the performance of the obligations of the Company under
this Section the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of or any premium or interest on
particular Securities.
<PAGE>
Without limiting any rights available to the Trustee under applicable
law, when the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(5) or Section 501(6), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.
The provisions of this Section 607 shall survive the satisfaction and
discharge of this Indenture.
SECTION 608. 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
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture and the Indenture,
dated as of February 15, 1986, between the Company and Manufacturers Hanover
Trust Company (the predecessor to the Trustee), as supplemented on April 15,
1989.
SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.
There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person 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 with respect to the Securities of any series 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 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.
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 in accordance with the
applicable requirements of Section 611.
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
<PAGE>
instrument of acceptance by a successor Trustee required by Section 611 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.
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.
If at any time:
(1) the Trustee shall fail to comply with Section 608 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 609 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, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, 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 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.
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 611. 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 611, 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
<PAGE>
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months 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.
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 to all Holders
of Securities of such series in the manner provided in Section 106. 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 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.
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 the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, 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 retiring Trustee hereunder.
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
<PAGE>
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.
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 the
first or second preceding paragraph, as the case may be.
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 612. 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 consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all 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 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 613. 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).
SECTION 614. 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 (provided such authentication shall be in accordance with procedures
<PAGE>
reasonably acceptable to the Trustee) and upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, 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 and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal or State authority. 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 an Authenticating Agent, 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 the 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 give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. 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.
<PAGE>
The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.
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.
THE CHASE MANHATTAN BANK,
AS TRUSTEE
By
--------------------------------
AS AUTHENTICATING AGENT
By
--------------------------------
AUTHORIZED OFFICER
ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDER.
The Company will furnish or cause to be furnished to the Trustee
(1) semi-annually, not later than January 1 and July 1 in each
year, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders of Securities of each series as
of the preceding December 15 or June 15, as the case may be, and
(2) 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;
excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.
SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.
The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
<PAGE>
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.
The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.
Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.
SECTION 703. REPORTS BY TRUSTEE.
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.
Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted no later than May 15 in each calendar year,
commencing in 1998.
A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange.
SECTION 704. REPORTS BY COMPANY.
The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; PROVIDED that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.
ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.
The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and the Company shall not permit any Person to
<PAGE>
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:
(1) in case the Company shall consolidate with or merge into
another Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the Person formed by such
consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties
and assets of the Company substantially as an entirety shall be a
corporation, partnership or trust, shall be organized and validly
existing under the laws of the United States of America, any State
thereof or the District of Columbia and 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 any premium and interest on all the Securities
and the performance or observance 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 any Subsidiary as a result of such transaction as having been
incurred by the Company or such Subsidiary 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;
(3) if, as a result of any such consolidation or merger or such
conveyance, transfer or lease, properties or assets of the Company
would become subject to a mortgage, pledge, lien, security interest or
other encumbrance which would not be permitted by this Indenture, the
Company or such successor Person, as the case may be, shall take such
steps as shall be necessary effectively to secure the Securities
equally and ratably with (or prior to) all indebtedness secured
thereby; and
(4) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, 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 all conditions precedent herein provided for relating to such
transaction have been complied with.
SECTION 802. SUCCESSOR SUBSTITUTED.
Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such 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
<PAGE>
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.
ARTICLE NINE
SUPPLEMENTAL INDENTURES
SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders, the Company, when authorized by 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; 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 for the benefit of
the Holders of all or any series of Securities (and if such additional
Events of Default are to be for the benefit of less than all series of
Securities, stating that such additional Events of Default are
expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the
issuance of Securities in bearer form, registrable or not registrable
as to principal, and with or without interest coupons, or to permit or
facilitate the issuance of Securities in uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, PROVIDED
that any such addition, change or elimination (A) shall neither (i)
apply to any Security of any series created prior to the execution of
such supplemental indenture and entitled to the benefit of such
provision nor (ii) modify the rights of the Holder of any such
Security with respect to such provision or (B) shall become effective
only when there is no such Security Outstanding; or
(6) to secure the Securities pursuant to the requirements of
Section 801 or 1007 or otherwise; or
<PAGE>
(7) to establish the form or terms of Securities of any series as
permitted by Sections 201 and 301; 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 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 611; 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
pursuant to this Clause (9) shall not adversely affect the interests
of the Holders of Securities of any series in any material respect.
SECTION 902. 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 under this Indenture; PROVIDED, HOWEVEr,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the
redemption thereof, or reduce the amount of the principal of an Original Issue
Discount Security which would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502, or change any
Place of Payment where, or the coin or currency in which, any Security or any
premium or 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, in the case
of repurchase at the option of the Holder, on or after the Repurchase 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 (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or
<PAGE>
(3) modify any of the provisions of this Section, Section 513 or
Section 1010, 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 with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 1010, or the deletion of this
proviso, in accordance with the requirements of Sections 611 and 901(8).
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.
SECTION 903. 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 601) 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. 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 904. 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
shall be bound thereby.
SECTION 905. 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 906. 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 approved by 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
<PAGE>
opinion of the Trustee and 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.
ARTICLE TEN
COVENANTS
SECTION 1001. 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 any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.
SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.
The Company will maintain in each Place of Payment for any series of
Securities 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 in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency 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, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.
The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series 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 in each Place of Payment for Securities of any series 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 1003. MONEY FOR SECURITIES 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 or any premium or interest 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 any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
<PAGE>
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 or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, 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) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.
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 or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall 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 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 mail or
cause to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in New
York, New York 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
mailing or publication, any unclaimed balance of such money then remaining will
be repaid to the Company.
<PAGE>
SECTION 1004. 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, rights (charter and statutory) and franchises; PROVIDED, HOWEVER,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.
SECTION 1005. MAINTENANCE OF PROPERTIES.
The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.
SECTION 1006. PAYMENT OF TAXES AND OTHER CLAIMS.
The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; PROVIDED,
HOWEVER, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.
SECTION 1007. RESTRICTION UPON MORTGAGES.
(a) The Company will not, nor will it permit any Subsidiary to, issue,
assume or guarantee any Debt secured by a Mortgage upon any Principal Property
of the Company or any Restricted Subsidiary or on any shares of stock or
indebtedness of any Restricted Subsidiary (whether such Principal Property,
shares of stock or indebtedness is now owned or hereafter acquired) without in
any such case making or causing to be made effective provision (and the Company
covenants that in any such case it shall make or cause to be made effective
provision) whereby the Securities of each series then Outstanding, other than
series which by their terms are not entitled to the benefits of this Section,
will be secured equally and ratably with, or prior to, such Debt or guarantee;
<PAGE>
it being understood that in such event, the Company may also so secure any other
Debt of the Company or such Subsidiary entitled thereto, subject to any
applicable priority of payment.
(b) The provisions of paragraph (a) of this Section shall not, however,
apply to any Debt secured by any one or more of the following:
(1) Mortgages on property, shares of stock or indebtedness of or
guaranteed by any corporation existing at the time such corporation
becomes a Restricted Subsidiary;
(2) Mortgages on property existing at the time of acquisition of
such property by the Company or a Restricted Subsidiary, or Mortgages
on property which secure the payment of all or any part of the
purchase price of such property upon the acquisition of such property
by the Company or a Restricted Subsidiary, or Mortgages on property
which secure any Debt incurred or guaranteed by the Company or a
Restricted Subsidiary incurred or guaranteed for the purpose of
financing all or any part of the purchase price of such property or
the construction of such property (including improvements to existing
property) within 180 days after the latest of the acquisition,
completion of construction (including any improvements on an existing
property) or commencement of full operation of such property;
(3) Mortgages securing Debt of a Restricted Subsidiary owing to
the Company or to a Restricted Subsidiary;
(4) Mortgages on property of a corporation existing at the time
such corporation is merged into or consolidated with the Company or a
Restricted Subsidiary or at the time of a purchase, lease or other
acquisition of the properties of a corporation or other Person as an
entirety or substantially as an entirety by the Company or a
Restricted Subsidiary;
(5) Mortgages on property of the Company or a Restricted
Subsidiary in favor of the United States of America or any State
thereof, or any department, agency or instrumentality or political
subdivision of the United States of America or any State thereof, or
in favor of any other country, or any political subdivision thereof,
to secure partial, progress, advance or other payments pursuant to any
contract or statute or to secure any indebtedness incurred or
guaranteed for the purpose of financing all or any part of the
purchase price or the cost of construction of the property subject to
such Mortgages (including, but not limited to, Mortgages incurred in
connection with pollution control, industrial revenue or similar
financings);
(6) any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part of any
Mortgage referred to in the foregoing clauses (1) to (5), inclusive;
PROVIDED, HOWEVER, that the principal amount of Debt secured thereby
shall not exceed the principal amount of Debt so secured at the time
<PAGE>
of such extension, renewal or replacement, and that such extension,
renewal or replacement shall be limited to all or a part of the
property which secured the Mortgage so extended, renewed or replaced
(plus improvements and construction on such property);
(7) liens imposed by law, such as mechanics', workmen's,
repairmen's, materialmen's, carriers', warehousemen's, vendors' or
other similar liens arising in the ordinary course of business, or
governmental (federal, state or municipal) liens arising out of
contracts for the sale of products or services by the Company or any
Restricted Subsidiary, or deposits or pledges to obtain the release of
any of the foregoing liens;
(8) pledges or deposits under worker's compensation laws or
similar legislation and liens of judgments thereunder which are not
currently dischargeable, or good faith deposits in connection with
bids, tenders, contracts (other than for the payment of money) or
leases to which the Company or any Restricted Subsidiary is a party,
or deposits to secure public or statutory obligations of the Company
or any Restricted Subsidiary, or deposits in connection with obtaining
or maintaining self-insurance or to obtain the benefits of any law,
regulation or arrangement pertaining to unemployment insurance, old
age pensions, social security or similar matters, or deposits of cash
or obligations of the United States of America to secure surety,
appeal or customs bonds to which the Company or any Restricted
Subsidiary is a party, or deposits in litigation or other proceedings
such as, but not limited to, interpleader proceedings;
(9) liens created by or resulting from any litigation or other
proceeding which is being contested in good faith by appropriate
proceedings, including liens arising out of judgments or awards
against the Company or any Restricted Subsidiary with respect to which
the Company or such Restricted Subsidiary is in good faith prosecuting
an appeal or proceedings for review; or liens incurred by the Company
or any Restricted Subsidiary for the purpose of obtaining a stay or
discharge in the course of any litigation or other proceeding to which
the Company or such Restricted Subsidiary is a party;
(10) liens for taxes or assessments or governmental charges or
levies not yet due or delinquent, or which can thereafter be paid
without penalty, or which are being contested in good faith by
appropriate proceedings; landlord's liens on property held under
lease; leases made, or existing on property acquired, in the ordinary
course of business; and any other liens or charges incidental to the
conduct of the business of the Company or any Restricted Subsidiary or
the ownership of the property and assets of any of them which were not
incurred in connection with the borrowing of money or the obtaining of
advances or credit and which do not, in the opinion of the Company,
materially impair the use of such property in the operation of the
business of the Company or such Restricted Subsidiary or the value of
such property for the purposes of such business; or
<PAGE>
(11) Mortgages on any property created, assumed or otherwise
brought into existence in contemplation of the sale or other
disposition of the underlying property, whether directly or
indirectly, by way of share disposition or otherwise; PROVIDED, that
the Company must have disposed of such property within 180 days after
the creation of such Mortgages and that any Debt secured by such
Mortgages shall be without recourse to the Company or any Subsidiary.
(c) Notwithstanding the foregoing provisions of this Section 1007, the
Company and any one or more Subsidiaries may without securing any of the
Securities issue, assume or guarantee Debt secured by any Mortgages which
would otherwise be subject to the foregoing restrictions in an aggregate
amount which, together with all other Debt of the Company and its
Restricted Subsidiaries which would be subject to the foregoing
restrictions if originally issued, assumed or guaranteed at such time (not
including Debt permitted to be secured under clauses (1) through (11) of
Section 1007(b)), does not at the time exceed 15% of the shareholders'
equity of the Company and its Subsidiaries, as shown on the audited
consolidated financial statements of the Company as of the end of the
fiscal year preceding the date of determination.
SECTION 1008. RESTRICTION UPON SALE AND LEASEBACK TRANSACTIONS.
So long as Securities of any series, other than series which by their
terms are not entitled to the benefits of this Section, shall be Outstanding,
the Company will not, nor will it permit any Restricted Subsidiary to enter into
any arrangement with any Person providing for the leasing by the Company or any
Restricted Subsidiary of any Principal Property of the Company or any Restricted
Subsidiary, whether such Principal Property is now owned or hereafter acquired
(except for temporary leases for a term of not more than three years, leases
between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries and leases of a Principal Property entered into within 120 days
after the latest of the acquisition, completion of construction or commencement
of full operation of such Principal Property), which property has been or is to
be sold or transferred by the Company or such Restricted Subsidiary to such
Person (herein referred to as a "Sale and Leaseback Transaction"), unless
(1) the Company or such Restricted Subsidiary would be entitled,
pursuant to the provisions of Section 1007, to issue, assume or guarantee
Debt secured by a Mortgage upon such property at least equal in amount to
the Attributable Debt in respect of such Sale and Leaseback Transaction
without equally and ratably securing the Securities of each series
Outstanding, other than series which by their terms are not entitled to the
benefits of this Section; PROVIDED, HOWEVER, that from and after the date
on which such Sale and Leaseback Transaction becomes effective, the
Attributable Debt in respect of such Sale and Leaseback Transaction shall
be deemed for all purposes to be Debt subject to the provisions of Section
1007; or
<PAGE>
(2) the Company shall apply an amount in cash equal to the
Attributable Debt in respect of such Sale and Leaseback Transaction to the
retirement (other than any mandatory retirement or by way of payment at
maturity), within 90 days of the effective date of any such Sale and
Leaseback Transaction, of Debt of the Company or any Restricted Subsidiary
(other than Debt owned by the Company or any Restricted Subsidiary and
other than Debt of the Company which is subordinated to the Securities of
any series Outstanding) which by its terms matures at, or is extendible or
renewable at the sole option of the obligor without requiring the consent
of the obligee to, a date more than twelve months after the date of the
creation of such Debt.
SECTION 1009. STATEMENT BY OFFICERS AS TO DEFAULT.
The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.
SECTION 1010. WAIVER OF CERTAIN COVENANTS.
Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 301(18) ,
901(2), 901(7), 1007 or 1008 for the benefit of the Holders of such series if
before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision 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 in respect of any such term,
provision or condition shall remain in full force and effect.
ARTICLE ELEVEN
REDEMPTION OF SECURITIES
SECTION 1101. APPLICABILITY OF 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 301 for such Securities) in
accordance with this Article.
<PAGE>
SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.
The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), 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, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities (a) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture or (b) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition, as the case may be.
SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.
If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), 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 redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series,
provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of
such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), 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 and specified tenor not
previously called for redemption in accordance with the preceding sentence.
The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in the case of any
Securities selected for partial redemption as aforesaid, the principal amount
thereof to be redeemed.
The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.
<PAGE>
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 1104. NOTICE OF REDEMPTION.
Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.
All notices of redemption shall state:
(1) the Redemption Date,
(2) the Redemption Price,
(3) if less than all the Outstanding Securities of any series are to be
redeemed (unless all the Securities of such series and of a specified tenor are
to be redeemed or unless such redemption affects only a single Security), the
identification (and, in the case of partial redemption of any such Securities,
the principal amounts) of the particular Securities to be redeemed and, if less
than all the Outstanding Securities of any series are to be redeemed (unless all
the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the principal amount of
the particular Security to be redeemed,
(4) that on the Redemption Date the Redemption Price will become due
and payable upon each such Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date,
(5) the place or places where each such Security is to be surrendered
for payment of the Redemption Price, and
(6) that the redemption is for a sinking fund, if such is the case.
Notice of redemption of Securities to be redeemed at the election of
the Company 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 1105. DEPOSIT OF REDEMPTION PRICE.
Prior to 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 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.
<PAGE>
SECTION 1106. SECURITIES PAYABLE ON REDEMPTION.
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, 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. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; PROVIDED, HOWEVER, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will 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 307.
If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.
SECTION 1107. SECURITIES REDEEMED IN PART.
Any Security which is to be redeemed only in part shall be surrendered
at a 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), 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 such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.
ARTICLE TWELVE
SINKING FUNDS
SECTION 1201. APPLICABILITY OF ARTICLE.
The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.
The minimum amount of any sinking fund payment provided for by the
terms of any Securities 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 such Securities is herein referred to as an "optional sinking fund
payment". If provided for by the terms of any Securities, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 1202.
<PAGE>
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.
SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.
The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
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 any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; PROVIDED that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.
SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.
Not less than 60 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, 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 pursuant to
Section 1202 and stating the basis for such credit and that such Securities have
not been previously so credited, and will also deliver to the Trustee any
Securities to be so delivered. Not less than 30 days prior to each such sinking
fund payment date, the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 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 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107.
ARTICLE THIRTEEN
DEFEASANCE AND COVENANT DEFEASANCE
SECTION 1301. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.
Section 1302 and Section 1303 shall apply to any Securities or any
series of Securities, as the case may be, upon compliance with the conditions
set forth below in this Article unless the Company shall designate otherwise
pursuant to Section 301. Any such designation shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301 for
such Securities.
<PAGE>
SECTION 1302. DEFEASANCE AND DISCHARGE.
The Company shall be deemed to have been discharged from its
obligations with respect to any Securities or any series of Securities as
provided in this Section on and after the date the conditions set forth in
Section 1304 are satisfied (hereinafter called "Defeasance"). For this purpose,
such Defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Securities and to have
satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), subject to
the following which shall survive until otherwise terminated or discharged
hereunder: (1) the rights of Holders of such Securities to receive, solely from
the trust fund described in Section 1304 and as more fully set forth in such
Section, payments in respect of the principal of and any premium and interest on
such Securities when payments are due, (2) the Company's obligations with
respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (3) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (4)
this Article. Subject to compliance with this Article, Defeasance with respect
to Securities of a series by the Company is permitted under this Section 1302
notwithstanding the prior exercise of its rights under Section 1303 with respect
to the Securities of such series.
SECTION 1303. COVENANT DEFEASANCE.
The Company shall be released from its obligations under Sections
801(3), 1007 and 1008, and any covenants provided pursuant to Section 301(18),
901(2) or 901(7) for the benefit of the Holders of such Securities, and the
occurrence of any event specified in Sections 501(4) (with respect to any of
Sections 801(3), 1007 and 1008, and any such covenants provided pursuant to
Section 301(18), 901(2) or 901(7)) and 501(7) shall be deemed not to be or
result in an Event of Default, in each case with respect to any Securities or
any series of Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that, with
respect to such Securities, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such specified Section (to the extent so specified in the case of Section
501(4)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.
SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.
The following shall be the conditions to the application of Section
1302 or Section 1303 to any Securities or any series of Securities, as the case
may be:
<PAGE>
(1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose of
making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities, (A)
money in an amount, or (B) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the
due date of any payment, money in an amount, or (C) a combination thereof,
in each case sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied
by the Trustee to pay and discharge, (i) the principal of and any premium
and interest on such Securities on the respective Stated Maturities or on
any Redemption Date established pursuant to clause (9) below, and (ii) any
mandatory sinking fund payments or analogous payments applicable to such
Securities on the day on which such payments are due and payable, in each
case in accordance with the terms of this Indenture and such Securities. As
used herein, "U.S. Government Obligation" means (x) any security which is
(i) a direct obligation of the United States of America for the payment of
which the full faith and credit of the United States of America is pledged
or (ii) an obligation 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 (i) or (ii), is not
callable or redeemable at the option of the issuer thereof, and (y) any
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any U.S. Government Obligation
which is specified in clause (x) above and held by such bank for the
account of the holder of such depositary receipt, or with respect to any
specific payment of principal of or interest on any U.S. Government
Obligation which is so specified and held, 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 depositary receipt from any
amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal or interest evidenced by
such depositary receipt.
(2) In the event of the application of Section 1302 to any Securities
or any series of Securities, as the case may be, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (A) the Company
has received from, or there has been published by, the Internal Revenue
Service a ruling or (B) since the date of this instrument, there has been a
change in the applicable Federal income tax law, in either case (A) or (B)
to the effect that, and based thereon such opinion shall confirm that, the
Holders of such Securities will not recognize gain or loss for Federal
income tax purposes as a result of the deposit, Defeasance and discharge to
be effected with respect to such Securities and will be subject to Federal
income tax on the same amounts, in the same manner and at the same times as
would be the case if such deposit, Defeasance and discharge were not to
occur.
<PAGE>
(3) In the event of the application of Section 1303 to any Securities
or any series of Securities, as the case may be, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Securities will not recognize gain or loss for Federal
income tax purposes as a result of the deposit and Covenant Defeasance to
be effected with respect to such Securities and will be subject to Federal
income tax on the same amount, in the same manner and at the same times as
would be the case if such deposit and Covenant Defeasance were not to
occur.
(4) The Company shall have delivered to the Trustee an Officers'
Certificate to the effect that neither such Securities nor any other
Securities of the same series and of like tenor, if then listed on any
securities exchange, will be delisted as a result of such deposit.
(5) No event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to such Securities or any other
Securities shall have occurred and be continuing at the time of such
deposit or, with regard to any such event specified in Sections 501(5) and
(6), at any time on or prior to the 90th day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied
until after such 90th day).
(6) Such Defeasance or Covenant Defeasance shall not cause the Trustee
to have a conflicting interest within the meaning of the Trust Indenture
Act (assuming all Securities are in default within the meaning of such
Act).
(7) Such Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any other agreement
or instrument to which the Company is a party or by which it is bound.
(8) Such Defeasance or Covenant Defeasance shall not result in the
trust arising from such deposit constituting an investment company within
the meaning of the Investment Company Act unless such trust shall be
registered under such Act or exempt from registration thereunder.
(9) If the Securities are to be redeemed prior to Stated Maturity
(other than from mandatory sinking fund payments or analogous payments),
notice of such redemption shall have been duly given pursuant to this
Indenture or provision therefor reasonably satisfactory to the Trustee
shall have been made.
(10) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been
complied with.
<PAGE>
SECTION 1305. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; MISCELLANEOUS PROVISIONS.
Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee pursuant to Section 1304 in respect of any Securities shall be
held in trust and applied by the Trustee, in accordance with the provisions of
such Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities, of all sums due and to
become due thereon in respect of principal and any premium and interest, but
money so held in trust need not be segregated from other funds except to the
extent required by law.
The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.
Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 1304 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.
SECTION 1306. REINSTATEMENT.
If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities
in accordance with this Article; PROVIDED, HOWEVER, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.
<PAGE>
ARTICLE FOURTEEN
REPURCHASE OF SECURITIES AT OPTION OF HOLDERS
SECTION 1401. APPLICABILITY OF ARTICLE.
Securities of any series which are repurchaseable before their Stated
Maturity at the option of the Holders shall be repurchaseable in accordance with
their terms and (except as otherwise specified as contemplated by Section 301
for Securities of any series) in accordance with this Article.
SECTION 1402. NOTICE OF REPURCHASE DATE.
Notice of any Repurchase Date with respect to Securities of any series
shall, unless otherwise specified by the terms of the Securities of any series,
be given by the Company not less than 45 nor more than 60 days prior to such
Repurchase Date to each Holder of Securities of such series in accordance with
Section 106.
The notice as to Repurchase Date shall state:
(1) the Repurchase Date;
(2) the Repurchase Price;
(3) the place or places where such Securities are to be surrendered
for payment of the Repurchase Price and the date by which Securities must
be so surrendered in order to be repurchased;
(4) a description of the procedure which a Holder must follow to
exercise a repurchase right; and
(5) that exercise of the option to elect repurchase is irrevocable.
No failure of the Company to give the foregoing notice shall limit any
Holder's right to exercise a repurchase right.
SECTION 1403. DEPOSIT OF REPURCHASE PRICE.
Prior to the Repurchase 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 1003) an amount of
money sufficient to pay the Repurchase Price of and (unless the Repurchase Date
shall be an Interest Payment Date) accrued interest, if any, on all of the
Securities of such series which are to be repurchased on that date.
SECTION 1404. SECURITIES PAYABLE ON REPURCHASE DATE.
The form of option to elect repurchase having been delivered as
specified in the form of Security for such series as provided in Section 203,
the Securities of such series so to be repurchased shall, on the Repurchase
Date, become due and payable at the Repurchase Price applicable thereto and from
and after such date (unless the Company shall default in the payment of the
Repurchase Price and accrued interest) such Securities shall cease to bear
<PAGE>
interest. Upon surrender of any such Security for repurchase in accordance with
said notice, such Security shall be paid by the Company at the Repurchase Price
together with accrued interest to the Repurchase Date; PROVIDED, HOWEVER, that
installments of interest whose Stated Maturity is on or prior to such Repurchase
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
307.
If any Security shall not be paid upon surrender thereof for
repurchase, the principal (and premium, if any) shall, until paid, bear interest
from the Repurchase Date at the rate prescribed therefor in such Security.
SECTION 1405. SECURITIES REPURCHASED IN PART.
Any Security which by its terms may be repurchased in part at the
option of the Holder and which is to be repurchased only in part shall be
surrendered at any office or agency of the Company designated for that purpose
pursuant to Section 1002 (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), 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 such Holder, in aggregate principal
amount equal to and in exchange for the unrepurchased portion of the principal
of the Security so surrendered.
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.
<PAGE>
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.
KNIGHT-RIDDER, INC.
By:
-------------------------
Title:
Attest:
By: [Corporate Seal]
-------------------------
Title:
THE CHASE MANHATTAN BANK,
By:
-------------------------
Title:
Attest:
By: [Corporate Seal]
-------------------------
Title:
<PAGE>
State of New York )
) ss.:
County of New York )
On the ____ day of __________, _____, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and say
that he is ______________ of Knight-Ridder, Inc., one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
------------------------------
State of New York )
) ss.:
County of New York )
On the ____ day of __________, _____, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and say
that he/she is a _____________ of The Chase Manhattan Bank, one of the
corporations described in and which executed the foregoing instrument; that
he/she knows the seal of said corporation; that the seal affixed to 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 name thereto
by like authority.
------------------------------
EXHIBIT 5.1
Opinion as to the Validity of the Debt Securities
<PAGE>
KNIGHT
- --------------------------------------------------------------------------------
RIDDER
CRISTINA L. MENDOZA KNIGHT-RIDDER, INC.
Vice President & One Herald Plaza
General Counsel Miami, Florida 33132-1693
(305) 376-2240
(305) 995-8044 Fax
September 25, 1997
OPINION OF COUNSEL
------------------
I am the Vice President and General Counsel of Knight-Ridder, Inc. (the
"Company"), and in that capacity I have acted as counsel to the Company in
connection with the Registration Statement on Form S-3 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the proposed issuance and sale by the Company of up to $500,000,000
aggregate principal amount of debt securities of the Company (the "Debt
Securities") on terms to be determined at the time of sale.
I am a member of the bar of the State of Florida. I express no opinion
as to any laws other than (i) the laws of the States of Delaware and Florida and
(ii) the federal laws of the United States. I have examined such corporate
records and other documents and have made such examination of law as I have
deemed relevant.
It is my opinion that the Indenture to be entered into by the Company
and The Chase Manhattan Bank, as Trustee, pursuant to which the Debt Securities
are to be issued (the "Indenture"), a form of which has been filed as an exhibit
to the Registration Statement, has been duly authorized by the Company and that
when (a) the applicable provisions of the Securities Act and such "Blue Sky" or
securities laws as may be applicable shall have been complied with, (b) the
Indenture shall have been duly executed and delivered and qualified under the
Trust Indenture Act of 1939, as amended and (c) the Debt Securities shall have
been duly authorized by the Company as contemplated by the Indenture, subject to
the terms of such Debt Securities being otherwise in compliance with then
applicable law, and duly executed, authenticated and delivered against payment
therefor, the Debt Securities will be legally issued and binding obligations of
the Company.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and I further consent to the use of my name in the
Registration Statement under the caption "Validity of Debt Securities". In
giving this consent, I do not thereby admit that I am in the category of persons
whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Cristina L. Mendoza
Cristina L. Mendoza
Vice President and General Counsel
EXHIBIT 12.1
Fixed Charge Ratio Chart
<PAGE>
<TABLE>
<CAPTION>
KNIGHT-RIDDER, INC.
COMPUTATION OF EARNINGS TO FIXED CHARGES RATIO
(IN THOUSANDS OF DOLLARS)
Fiscal Year Ended Two Quarters
-------------------------------------------------------- --------------------
Dec. 27 Dec. 26 Dec. 25 Dec. 31 Dec. 29 June 30 June 29
FIXED CHARGES COMPUTATION 1992 1993 1994 1995 1996 1996 1997
-------------------------------------------------------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest Expense $37,612 $44,282 $43,742 $57,624 $66,740 $36,087 $35,509
Plus Capitalized Interest 14,746 120 474 1,889 6,397 2,579 3,148
-------- -------- -------- -------- -------- -------- --------
Gross Interest Expense 52,358 44,402 44,216 59,513 73,137 38,666 38,657
Proportionate share of Interest
Expense of 50% owned persons 15,555 13,608 12,351 13,824 17,941 7,928 641
Interest component of Rent 4,748 4,946 5,527 6,023 6,205 3,170 3,443
-------- -------- -------- -------- -------- -------- --------
TOTAL FIXED CHARGES $72,661 $62,956 $62,094 $79,360 $97,283 $49,764 $42,741
======== ======== ======== ======== ======== ======== ========
EARNINGS COMPUTATION
Pre-tax earnings from continuing operations $217,952 $220,036 $266,804 $184,070 $311,678 $110,023 $415,917
Add: Fixed Charges 72,661 62,956 62,094 79,360 97,283 49,764 42,741
-------- -------- -------- -------- -------- -------- --------
290,613 282,992 328,898 263,430 408,961 159,787 458,658
Less: Capitalized Interest (14,746) (120) (474) (1,889) (6,397) (2,579) (3,148)
Distributions in Excess of (less
than) Earnings of Investee (1,216) (4,407) (4,487) (9,285) (12,962) (10,655) 1,898
-------- -------- -------- -------- -------- -------- --------
Total Earnings as Adjusted $274,651 $278,465 $323,937 $252,256 $389,602 $146,553 $457,408
======== ======== ======== ======== ======== ======== ========
RATIO OF EARNINGS TO FIXED CHARGES 3.8 4.4 5.2 3.2 4.0 2.9 10.7
======== ======== ======== ======== ======== ======== ========
</TABLE>
EXHIBIT 23.1
Consent of Ernst & Young LLP
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-00000 and Post Effective Amendment No.
1 to Registration Statement No. 33-28010) and the related Prospectus of
Knight-Ridder, Inc. for the registration of $500,000,000 of debt securities and
to the incorporation by reference therein of our reports (a) dated January 29,
1997, with respect to the consolidated financial statements and schedule of
Knight-Ridder, Inc. included or incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 29, 1996, (b) dated June 30, 1997 with
respect to the combined financial statements of ABC Media, Inc. as of December
29, 1996 and the one month period ended January 28, 1996 and the eleven month
period ended December 29, 1996 as well as, each of the years in the two year
period ended December 31, 1995 included or incorporated by reference in
Knight-Ridder, Inc.'s Current Report on Form 8-K/A#1 dated May 9, 1997, and (c)
dated October 8, 1997 with respect to the consolidated financial statements of
Knight-Ridder, Inc. for the years ended December 29, 1996, December 31, 1995,
and December 25, 1994 included or incorporated by reference in its Current
Report on Form 8-K dated October 8, 1997, all filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
- ---------------------
Ernst & Young LLP
Miami, Florida
October 8, 1997
EXHIBIT 24.1
POWER OF ATTORNEY
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned, a director and/or officer
of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint John
C. Fontaine, Ross Jones and Gary R. Effren, and each of them, his or her true
and lawful attorney or attorneys to execute in his or her name, place and stead,
in such capacity or capacities (whether on behalf of the Company, or as a
director and/or officer of the Company, or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under such Acts of the offer and sale of up to $500,000,000
aggregate principal amount of the Company's debt securities, including, without
limitation, power and authority to sign his or her name (whether on behalf of
the Company, as a director and/or officer of the Company or by attesting the
seal of the Company or otherwise) to any Registration Statements and any
amendments and post-effective amendments to Registration Statements relating to
the registration of the offer and sale of any such debt securities and exhibits
and other documents forming a part of any such Registration Statement or
amendment, or executed in connection therewith, and to file the same with the
Securities and Exchange Commission, each of said attorneys to have full power
and authority to do and perform, in the name and on behalf of the undersigned,
every act whatsoever necessary or advisable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person;
and the undersigned does hereby ratify and confirm all that such attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto on the
date set forth opposite his or her name.
Dated: January 29, 1997
/S/ JAMES I. CASH
-------------------------
James I. Cash
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned, a director and/or officer
of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint John
C. Fontaine, Ross Jones and Gary R. Effren, and each of them, his or her true
and lawful attorney or attorneys to execute in his or her name, place and stead,
in such capacity or capacities (whether on behalf of the Company, or as a
director and/or officer of the Company, or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under such Acts of the offer and sale of up to $500,000,000
aggregate principal amount of the Company's debt securities, including, without
limitation, power and authority to sign his or her name (whether on behalf of
the Company, as a director and/or officer of the Company or by attesting the
seal of the Company or otherwise) to any Registration Statements and any
amendments and post-effective amendments to Registration Statements relating to
the registration of the offer and sale of any such debt securities and exhibits
and other documents forming a part of any such Registration Statement or
amendment, or executed in connection therewith, and to file the same with the
Securities and Exchange Commission, each of said attorneys to have full power
and authority to do and perform, in the name and on behalf of the undersigned,
every act whatsoever necessary or advisable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person;
and the undersigned does hereby ratify and confirm all that such attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto on the
date set forth opposite his or her name.
Dated: January 28, 1997
/S/ JOAN RIDDER CHALLINOR
-------------------------
Joan Ridder Challinor
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned, a director and/or officer
of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint John
C. Fontaine, Ross Jones and Gary R. Effren, and each of them, his or her true
and lawful attorney or attorneys to execute in his or her name, place and stead,
in such capacity or capacities (whether on behalf of the Company, or as a
director and/or officer of the Company, or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under such Acts of the offer and sale of up to $500,000,000
aggregate principal amount of the Company's debt securities, including, without
limitation, power and authority to sign his or her name (whether on behalf of
the Company, as a director and/or officer of the Company or by attesting the
seal of the Company or otherwise) to any Registration Statements and any
amendments and post-effective amendments to Registration Statements relating to
the registration of the offer and sale of any such debt securities and exhibits
and other documents forming a part of any such Registration Statement or
amendment, or executed in connection therewith, and to file the same with the
Securities and Exchange Commission, each of said attorneys to have full power
and authority to do and perform, in the name and on behalf of the undersigned,
every act whatsoever necessary or advisable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person;
and the undersigned does hereby ratify and confirm all that such attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto on the
date set forth opposite his or her name.
Dated: January 28, 1997
/S/ ALVAH H. CHAPMAN, JR.
-------------------------
Alvah H. Chapman, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned, a director and/or officer
of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint John
C. Fontaine, Ross Jones and Gary R. Effren, and each of them, his or her true
and lawful attorney or attorneys to execute in his or her name, place and stead,
in such capacity or capacities (whether on behalf of the Company, or as a
director and/or officer of the Company, or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under such Acts of the offer and sale of up to $500,000,000
aggregate principal amount of the Company's debt securities, including, without
limitation, power and authority to sign his or her name (whether on behalf of
the Company, as a director and/or officer of the Company or by attesting the
seal of the Company or otherwise) to any Registration Statements and any
amendments and post-effective amendments to Registration Statements relating to
the registration of the offer and sale of any such debt securities and exhibits
and other documents forming a part of any such Registration Statement or
amendment, or executed in connection therewith, and to file the same with the
Securities and Exchange Commission, each of said attorneys to have full power
and authority to do and perform, in the name and on behalf of the undersigned,
every act whatsoever necessary or advisable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person;
and the undersigned does hereby ratify and confirm all that such attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto on the
date set forth opposite his or her name.
Dated: January 28, 1997
/S/ PETER C. GOLDMARK, JR.
--------------------------
Peter C. Goldmark, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned, a director and/or officer
of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint John
C. Fontaine and Ross Jones, and each of them, his or her true and lawful
attorney or attorneys to execute in his or her name, place and stead, in such
capacity or capacities (whether on behalf of the Company, or as a director
and/or officer of the Company, or otherwise), any and all instruments which said
attorney or attorneys may deem necessary or advisable in order to enable the
Company to comply with the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, and any requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under such Acts of the offer and sale of up to $500,000,000 aggregate principal
amount of the Company's debt securities, including, without limitation, power
and authority to sign his or her name (whether on behalf of the Company, as a
director and/or officer of the Company or by attesting the seal of the Company
or otherwise) to any Registration Statements and any amendments and
post-effective amendments to Registration Statements relating to the
registration of the offer and sale of any such debt securities and exhibits and
other documents forming a part of any such Registration Statement or amendment,
or executed in connection therewith, and to file the same with the Securities
and Exchange Commission, each of said attorneys to have full power and authority
to do and perform, in the name and on behalf of the undersigned, every act
whatsoever necessary or advisable to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person; and the
undersigned does hereby ratify and confirm all that such attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto on the
date set forth opposite his or her name.
Dated: July 16, 1997
/S/ GARY R. EFFREN
------------------
Gary R. Effren
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned, a director and/or officer
of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint John
C. Fontaine, Ross Jones and Gary R. Effren, and each of them, his or her true
and lawful attorney or attorneys to execute in his or her name, place and stead,
in such capacity or capacities (whether on behalf of the Company, or as a
director and/or officer of the Company, or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under such Acts of the offer and sale of up to $500,000,000
aggregate principal amount of the Company's debt securities, including, without
limitation, power and authority to sign his or her name (whether on behalf of
the Company, as a director and/or officer of the Company or by attesting the
seal of the Company or otherwise) to any Registration Statements and any
amendments and post-effective amendments to Registration Statements relating to
the registration of the offer and sale of any such debt securities and exhibits
and other documents forming a part of any such Registration Statement or
amendment, or executed in connection therewith, and to file the same with the
Securities and Exchange Commission, each of said attorneys to have full power
and authority to do and perform, in the name and on behalf of the undersigned,
every act whatsoever necessary or advisable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person;
and the undersigned does hereby ratify and confirm all that such attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto on the
date set forth opposite his or her name.
Dated: January 28, 1997
/S/ JOHN C. FONTAINE
--------------------
John C. Fontaine
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned, a director and/or officer
of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint John
C. Fontaine, Ross Jones and Gary R. Effren, and each of them, his or her true
and lawful attorney or attorneys to execute in his or her name, place and stead,
in such capacity or capacities (whether on behalf of the Company, or as a
director and/or officer of the Company, or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under such Acts of the offer and sale of up to $500,000,000
aggregate principal amount of the Company's debt securities, including, without
limitation, power and authority to sign his or her name (whether on behalf of
the Company, as a director and/or officer of the Company or by attesting the
seal of the Company or otherwise) to any Registration Statements and any
amendments and post-effective amendments to Registration Statements relating to
the registration of the offer and sale of any such debt securities and exhibits
and other documents forming a part of any such Registration Statement or
amendment, or executed in connection therewith, and to file the same with the
Securities and Exchange Commission, each of said attorneys to have full power
and authority to do and perform, in the name and on behalf of the undersigned,
every act whatsoever necessary or advisable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person;
and the undersigned does hereby ratify and confirm all that such attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto on the
date set forth opposite his or her name.
Dated: January 28, 1997
/S/ BARBARA BARNES HAUPTFUHRER
------------------------------
Barbara Barnes Hauptfuhrer
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned, a director and/or officer
of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint John
C. Fontaine, Ross Jones and Gary R. Effren, and each of them, his or her true
and lawful attorney or attorneys to execute in his or her name, place and stead,
in such capacity or capacities (whether on behalf of the Company, or as a
director and/or officer of the Company, or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under such Acts of the offer and sale of up to $500,000,000
aggregate principal amount of the Company's debt securities, including, without
limitation, power and authority to sign his or her name (whether on behalf of
the Company, as a director and/or officer of the Company or by attesting the
seal of the Company or otherwise) to any Registration Statements and any
amendments and post-effective amendments to Registration Statements relating to
the registration of the offer and sale of any such debt securities and exhibits
and other documents forming a part of any such Registration Statement or
amendment, or executed in connection therewith, and to file the same with the
Securities and Exchange Commission, each of said attorneys to have full power
and authority to do and perform, in the name and on behalf of the undersigned,
every act whatsoever necessary or advisable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person;
and the undersigned does hereby ratify and confirm all that such attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto on the
date set forth opposite his or her name.
Dated: January 29, 1997
/S/ JESSE HILL, JR.
-------------------
Jesse Hill, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned, a director and/or officer
of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint John
C. Fontaine, Ross Jones and Gary R. Effren, and each of them, his or her true
and lawful attorney or attorneys to execute in his or her name, place and stead,
in such capacity or capacities (whether on behalf of the Company, or as a
director and/or officer of the Company, or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under such Acts of the offer and sale of up to $500,000,000
aggregate principal amount of the Company's debt securities, including, without
limitation, power and authority to sign his or her name (whether on behalf of
the Company, as a director and/or officer of the Company or by attesting the
seal of the Company or otherwise) to any Registration Statements and any
amendments and post-effective amendments to Registration Statements relating to
the registration of the offer and sale of any such debt securities and exhibits
and other documents forming a part of any such Registration Statement or
amendment, or executed in connection therewith, and to file the same with the
Securities and Exchange Commission, each of said attorneys to have full power
and authority to do and perform, in the name and on behalf of the undersigned,
every act whatsoever necessary or advisable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person;
and the undersigned does hereby ratify and confirm all that such attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto on the
date set forth opposite his or her name.
Dated: January 28, 1997
/S/ ROSS JONES
----------------------
Ross Jones
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned, a director and/or officer
of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint John
C. Fontaine, Ross Jones and Gary R. Effren, and each of them, his or her true
and lawful attorney or attorneys to execute in his or her name, place and stead,
in such capacity or capacities (whether on behalf of the Company, or as a
director and/or officer of the Company, or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under such Acts of the offer and sale of up to $500,000,000
aggregate principal amount of the Company's debt securities, including, without
limitation, power and authority to sign his or her name (whether on behalf of
the Company, as a director and/or officer of the Company or by attesting the
seal of the Company or otherwise) to any Registration Statements and any
amendments and post-effective amendments to Registration Statements relating to
the registration of the offer and sale of any such debt securities and exhibits
and other documents forming a part of any such Registration Statement or
amendment, or executed in connection therewith, and to file the same with the
Securities and Exchange Commission, each of said attorneys to have full power
and authority to do and perform, in the name and on behalf of the undersigned,
every act whatsoever necessary or advisable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person;
and the undersigned does hereby ratify and confirm all that such attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto on the
date set forth opposite his or her name.
Dated: January 28, 1997
/S/ C. PETER MCCOLOUGH
----------------------
C. Peter McColough
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned, a director and/or officer
of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint John
C. Fontaine, Ross Jones and Gary R. Effren, and each of them, his or her true
and lawful attorney or attorneys to execute in his or her name, place and stead,
in such capacity or capacities (whether on behalf of the Company, or as a
director and/or officer of the Company, or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under such Acts of the offer and sale of up to $500,000,000
aggregate principal amount of the Company's debt securities, including, without
limitation, power and authority to sign his or her name (whether on behalf of
the Company, as a director and/or officer of the Company or by attesting the
seal of the Company or otherwise) to any Registration Statements and any
amendments and post-effective amendments to Registration Statements relating to
the registration of the offer and sale of any such debt securities and exhibits
and other documents forming a part of any such Registration Statement or
amendment, or executed in connection therewith, and to file the same with the
Securities and Exchange Commission, each of said attorneys to have full power
and authority to do and perform, in the name and on behalf of the undersigned,
every act whatsoever necessary or advisable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person;
and the undersigned does hereby ratify and confirm all that such attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto on the
date set forth opposite his or her name.
Dated: January 28, 1997
/S/ M. KENNETH OSHMAN
---------------------
M. Kenneth Oshman
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned, a director and/or officer
of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint John
C. Fontaine, Ross Jones and Gary R. Effren, and each of them, his or her true
and lawful attorney or attorneys to execute in his or her name, place and stead,
in such capacity or capacities (whether on behalf of the Company, or as a
director and/or officer of the Company, or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under such Acts of the offer and sale of up to $500,000,000
aggregate principal amount of the Company's debt securities, including, without
limitation, power and authority to sign his or her name (whether on behalf of
the Company, as a director and/or officer of the Company or by attesting the
seal of the Company or otherwise) to any Registration Statements and any
amendments and post-effective amendments to Registration Statements relating to
the registration of the offer and sale of any such debt securities and exhibits
and other documents forming a part of any such Registration Statement or
amendment, or executed in connection therewith, and to file the same with the
Securities and Exchange Commission, each of said attorneys to have full power
and authority to do and perform, in the name and on behalf of the undersigned,
every act whatsoever necessary or advisable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person;
and the undersigned does hereby ratify and confirm all that such attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto on the
date set forth opposite his or her name.
Dated: January 28, 1997
/S/ THOMAS L. PHILLIPS
----------------------
Thomas L. Phillips
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned, a director and/or officer
of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint John
C. Fontaine, Ross Jones and Gary R. Effren, and each of them, his or her true
and lawful attorney or attorneys to execute in his or her name, place and stead,
in such capacity or capacities (whether on behalf of the Company, or as a
director and/or officer of the Company, or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under such Acts of the offer and sale of up to $500,000,000
aggregate principal amount of the Company's debt securities, including, without
limitation, power and authority to sign his or her name (whether on behalf of
the Company, as a director and/or officer of the Company or by attesting the
seal of the Company or otherwise) to any Registration Statements and any
amendments and post-effective amendments to Registration Statements relating to
the registration of the offer and sale of any such debt securities and exhibits
and other documents forming a part of any such Registration Statement or
amendment, or executed in connection therewith, and to file the same with the
Securities and Exchange Commission, each of said attorneys to have full power
and authority to do and perform, in the name and on behalf of the undersigned,
every act whatsoever necessary or advisable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person;
and the undersigned does hereby ratify and confirm all that such attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto on the
date set forth opposite his or her name.
Dated: January 28, 1997
/S/ P. ANTHONY RIDDER
---------------------
P. Anthony Ridder
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned, a director and/or officer
of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint John
C. Fontaine, Ross Jones and Gary R. Effren, and each of them, his or her true
and lawful attorney or attorneys to execute in his or her name, place and stead,
in such capacity or capacities (whether on behalf of the Company, or as a
director and/or officer of the Company, or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under such Acts of the offer and sale of up to $500,000,000
aggregate principal amount of the Company's debt securities, including, without
limitation, power and authority to sign his or her name (whether on behalf of
the Company, as a director and/or officer of the Company or by attesting the
seal of the Company or otherwise) to any Registration Statements and any
amendments and post-effective amendments to Registration Statements relating to
the registration of the offer and sale of any such debt securities and exhibits
and other documents forming a part of any such Registration Statement or
amendment, or executed in connection therewith, and to file the same with the
Securities and Exchange Commission, each of said attorneys to have full power
and authority to do and perform, in the name and on behalf of the undersigned,
every act whatsoever necessary or advisable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person;
and the undersigned does hereby ratify and confirm all that such attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto on the
date set forth opposite his or her name.
Dated: January 28, 1997
/S/ RANDALL L. TOBIAS
---------------------
Randall L. Tobias
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned, a director and/or officer
of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint John
C. Fontaine, Ross Jones and Gary R. Effren, and each of them, his or her true
and lawful attorney or attorneys to execute in his or her name, place and stead,
in such capacity or capacities (whether on behalf of the Company, or as a
director and/or officer of the Company, or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under such Acts of the offer and sale of up to $500,000,000
aggregate principal amount of the Company's debt securities, including, without
limitation, power and authority to sign his or her name (whether on behalf of
the Company, as a director and/or officer of the Company or by attesting the
seal of the Company or otherwise) to any Registration Statements and any
amendments and post-effective amendments to Registration Statements relating to
the registration of the offer and sale of any such debt securities and exhibits
and other documents forming a part of any such Registration Statement or
amendment, or executed in connection therewith, and to file the same with the
Securities and Exchange Commission, each of said attorneys to have full power
and authority to do and perform, in the name and on behalf of the undersigned,
every act whatsoever necessary or advisable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person;
and the undersigned does hereby ratify and confirm all that such attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto on the
date set forth opposite his or her name.
Dated: January 28, 1997
/S/ GONZALO F .VALDES-FAULI
---------------------------
Gonzalo F. Valdes-Fauli
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned, a director and/or officer
of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint John
C. Fontaine, Ross Jones and Gary R. Effren, and each of them, his or her true
and lawful attorney or attorneys to execute in his or her name, place and stead,
in such capacity or capacities (whether on behalf of the Company, or as a
director and/or officer of the Company, or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under such Acts of the offer and sale of up to $500,000,000
aggregate principal amount of the Company's debt securities, including, without
limitation, power and authority to sign his or her name (whether on behalf of
the Company, as a director and/or officer of the Company or by attesting the
seal of the Company or otherwise) to any Registration Statements and any
amendments and post-effective amendments to Registration Statements relating to
the registration of the offer and sale of any such debt securities and exhibits
and other documents forming a part of any such Registration Statement or
amendment, or executed in connection therewith, and to file the same with the
Securities and Exchange Commission, each of said attorneys to have full power
and authority to do and perform, in the name and on behalf of the undersigned,
every act whatsoever necessary or advisable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person;
and the undersigned does hereby ratify and confirm all that such attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto on the
date set forth opposite his or her name.
Dated: January 28, 1997
/S/ JOHN L. WEINBERG
--------------------
John L. Weinberg
EXHIBIT 24.2
Certified Resolutions
<PAGE>
RESOLUTION REGARDING $500 MILLION RULE 415 SHELF REGISTRATION
RESOLVED, that the Board of Directors hereby authorizes the Company to
issue and sell from time to time up to $500,000,000.00 aggregate principal
amount of debentures, notes and/or other unsecured debt obligations and/or
warrants or rights to purchase any of the foregoing (collectively the "Debt
Securities"); and further
RESOLVED, that, subject to the limitations set forth in these resolutions,
the Board of Directors hereby authorizes the Company to issue and sell the Debt
Securities on such terms and conditions as shall be determined by the Special
Committee of Directors of the Company (the "Special Committee") appointed in the
next following resolution: and further
RESOLVED, that the Special Committee shall consist of P. Anthony Ridder,
John C. Fontaine, and Ross Jones; that attendance by two members at any meeting
of the Special Committee shall constitute a quorum necessary and sufficient to
transact business; that the act of a majority of those present at any meeting
shall be the act of the Special Committee; that notice of each meeting of the
Special Committee shall be deemed to have been duly given by any member causing
to be delivered, not less than two hours prior to the meeting, to the office of
each member shown on the records of the Company, written telephonic or
telegraphic notice of the location, date, time and purpose of the meeting; that
a written waiver of the notice signed by a member, whether executed before or
after the meeting, shall be deemed equivalent to a notice; and that attendance
and participation in a meeting may take place by conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other; that any action required or permitted to be taken
by the Special Committee may be taken without a meeting if all members of the
Special Committee consent thereto in writing in accordance with the provisions
of the Florida General Corporation Law; and further
RESOLVED, that, subject to the limitations set forth in these resolutions,
the Special Committee may at any time authorize one or more issues and sales of
the Debt Securities by the Company and, in connection with any such issue,
determine, approve or appoint, as the case may be:
(a) the type and form of Debt Security or Securities and title or titles;
provided that none of the Debt Securities shall be secured by any
mortgage, pledge, lien, charge or security interest on any property or
assets, or convertible into or exchangeable for any equity securities
of the Company;
(b) the aggregate principal amount and denominations;
(c) the maturity or maturities;
(d) the price to be received by the Company from the sale of such Debt
Securities (which may be issued as an "original issue discount" within
the meaning of Section 1273 of the Internal Revenue Code of 1986, as
amended), any public offering price, any discount received by, or
commission paid to, underwriters or to agents acting on behalf of the
Company in connection with any such sale;
<PAGE>
(e) the interest or rates, if any, to be established for such Debt
Securities, which rate or rates may vary from time to time in
accordance with a formula to be approved by the Special Committee, and
the dates, if any, on which such interest will be payable and the
record dates for such interest payment dates;
(f) the sinking fund provisions, if any, and the related redemption
prices;
(g) the mandatory or optional redemption rights, if any, of the Company
and of the holders of such Debt Securities, and related redemption
prices and any limitations on such redemption;
(h) if the amount of principal or premium or interest on any of such Debt
Securities may be determined with reference to an index or pursuant to
a formula, the manner in which such amounts shall be determined;
(i) if other than U.S. dollars, the currency, including composite
currencies or currency units, in which the principal or premium or
interest on any of such Debt Securities may be payable;
(j) if any of such Debt Securities shall be issuable in the form of global
securities;
(k) the terms on which any of such Debt Securities may be converted into
or exchanged for stock or other securities of the Company or other
entities;
(l) the restrictive covenants, if any, to be imposed upon the Company
relating to any of such Debt Securities;
(m) any trustee or authenticating or paying agent, warrant agent, transfer
agent or registrar or any other person or entity to act in connection
with Debt Securities for or on behalf of the holders thereof or the
Company;
(n) the terms of any warrants or rights to purchase any Debt Securities,
including the exercise price payable upon the exercise of any warrant
or right;
(o) the form and the terms of any indenture, including, without
limitation, any indenture supplemental thereto;
(p) the form and terms of any underwriting agreement and/or pricing
agreement;
(q) the persons authorized to execute and deliver in the name and on
behalf of the Company all such documents as may be necessary or
appropriate to effectuate the issuance and sale of the Debt
Securities; and
<PAGE>
(r) such other terms, conditions and provisions as the Special Committee
shall deem appropriate;
and that the Special Committee is authorized, in the name and on behalf of the
Company, to take any and all such actions and to do, or authorize to be done,
all such things as the Special Committee may deem necessary or appropriate to
effectuate the purpose of these resolutions; and further
RESOLVED, that the officers of the Company be, and hereby are, authorized
by and on behalf of the Company to negotiate arrangements for the sale of the
Debt Securities with such firms or agents as shall be designated by the Special
Committee; and further
RESOLVED, that the officers of the Company be, and each of them hereby is,
authorized in the name of and on behalf of the Company, to prepare, execute and
file, or cause to be prepared and filed, with the Securities and Exchange
Commission (the "SEC") one or more Registration Statements with respect to the
Debt Securities, in such form as the officers executing the same shall approve,
such approval to be conclusively evidenced by the execution thereof, and any
amendments (including, without limitation, post-effective amendments) or
supplements thereto, together with all documents required as exhibits to said
Registration Statement or Statements, or any amendments or supplements thereto,
and all certificates, letters, instruments, applications and other documents
which may be required to be filed with the SEC with respect to the registration
and offering of the Debt Securities, and to take any and all actions that any
such officer shall deem necessary or advisable; and further
RESOLVED, that each officer and director of the Company who may be required
to execute any such Registration Statement, or any amendment thereto (whether on
behalf of the Company or as an officer or director thereof), be, and each of
them hereby is, authorized to execute and deliver a power of attorney,
substantially in the form presented to this meeting, appointing John C.
Fontaine, Ross Jones, and Gary R. Effren, and each of them severally, his true
and lawful attorney to execute and file with the SEC, in his name, place and
stead (in any such capacity) any such Registration Statement and any and all
amendments (including, without limitation, post-effective amendments) or
supplements thereto, with any exhibits thereto and other documents in connection
therewith and any and all other instruments which said attorney or attorneys may
deem necessary or advisable in order to enable the Company to comply with the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and any requirements of the SEC in respect thereof, in connection with
the registration and continued registration under such Acts of the offer and
sale of the Debt Securities; each of said attorneys to have power to act with or
without the other; and further
RESOLVED, that Ross Jones be, and he hereby is, designated and appointed as
the agent for service of process by the SEC to be named as such in any
aforementioned Registration Statement, with all the powers incident to such
appointment; and further
RESOLVED, that the proposed form of Indenture presented to this meeting,
between the Company and The Chase Manhattan Bank, as trustee, providing for the
issuance of the Debt Securities, is in all respects approved; and that the
Chairman, the President and Chief Executive Officer and Vice President of the
<PAGE>
Company be, and each of them hereby is authorized to execute and deliver, in the
name and on behalf of the Company, an Indenture, in substantially such form, the
form of which is approved by the Special Committee, with The Chase Manhattan
Bank, or other trustee, in connection with the issuance of the Debt Securities,
with such changes therein as the officer executing the same may approve, such
execution to be conclusive evidence of such approval (such Indenture, as
executed and delivered on behalf of the Company, being hereinafter referred to
as an "Indenture"); and further
RESOLVED, that the proper officers of the Company be, and each of them
hereby is, authorized in the name and on behalf of the Company to take any
action necessary to qualify the Indenture under the Trust Indenture Act of 1939,
as amended, including without limitation the execution, delivery and performance
of any amendment to the Indenture which any such officer shall approve, with
such changes therein as the officer executing the same may approve, such
execution to be conclusive evidence of such approval; and further
RESOLVED, that the proper officers of the Company be, and each of them
hereby is, authorized in the name and on behalf of the Company to execute and
deliver any and all such agreements, instruments, documents and certificates and
to take any and all actions as any such officer shall deem necessary or
advisable to cause the Debt Securities to be authenticated, delivered and issued
pursuant to, and to be entitled to the benefits of, the Indenture; and that such
officers are authorized to execute and deliver in the name and on behalf of the
Company and under its corporate seal attested by its Secretary, indentures
supplemental thereto approved by the Special Committee; and further
RESOLVED, that subject to the limitations set forth in these resolutions,
the Special Committee may approve the form of the Debt Securities of each issue,
provided that the form so approved shall be of the character described in the
Indenture; that the Chairman, the President and Chief Executive Officer and any
Vice President of the Company be, and each of them hereby is, authorized to
execute, in the name and on behalf of the Company and under its corporate seal
attested by its Secretary or any Assistant Secretary, the Debt Securities of
each issue in the principal amount thereof and with such terms as shall have
been determined by the Special Committee; that the signature of each of such
officers on the Debt Securities may be manual or by facsimile, that Debt
Securities bearing the manual or facsimile signatures of individuals who were at
any time the proper officers of the Company shall bind the Company
notwithstanding that such individuals or any of them cease to hold such offices
prior to the authentication of such Debt Securities; that the proper officers of
the Company be, and each of them hereby is, authorized to deliver or cause to be
delivered the Debt Securities of each issue for authentication and delivery in
the principal amount thereof as shall have been determined by the Special
Committee and in accordance with the provisions of the Indenture; and that upon
the authentication of the Securities of each issue by the trustee under such
Indenture as aforesaid, such trustee is authorized to deliver such Debt
Securities as instructed by the proper officers of the Company; and further
RESOLVED, that the proper officers of the Company be, and they each hereby
are, authorized in the name and on behalf of the Company, to take any and all
<PAGE>
action which they may deem necessary or advisable in order to effect the
registration or qualification (or exemption therefrom) of the Company's Debt
Securities for issue, offer, sale or trade under the Blue Sky or securities laws
of any of the States and jurisdictions of the United States of America and in
connection therewith to execute, acknowledge, verify, deliver, or cause to be
published any applications, reports consents to service of process, appointments
of attorneys to receive service of process and other papers and instruments
which may be required under such laws, and to take any and all further action
which they may deem necessary or advisable in order to maintain any such
registration or qualification for as long as any such officer may, in his sole
discretion, deem to be in the best interest of the Company; and further
RESOLVED, that a partner or proper officer of Goldman, Sachs & Co., or such
other firms or agents as shall be designated by the Special Committee appointed
herein, be and hereby is authorized, on behalf of the Company, to execute any
necessary application for the registration or qualification of the Company's
Debt Securities under the California Corporate Securities Law of 1968; and
further
RESOLVED, that the proper officers of the Company be, and each of them
hereby is, authorized, in the name and on behalf of the Company, to make
application to such securities exchanges as the officer acting shall deem
necessary or appropriate for the listing thereon of any issue of Debt Securities
and that each officer, or such other person as such officer may designate in
writing, is authorized to appear before any official or officials or before any
body of any such exchange, and to execute and deliver any and all papers and
agreements, specifically including, without limitation, indemnity agreements for
the benefit of any such exchange relating to the use of facsimile signatures,
and to do any and all things which may be necessary to effect such listing,
specifically including registration of the Debt Securities under Section 12 of
the Securities Exchange Act of 1934, as amended; and further
RESOLVED, that the proper officers of the Company be, and each of them
hereby is, authorized to do and perform, or cause to be done and performed, all
such acts, deeds and things and to cause to be made, executed and delivered, all
such agreements, undertakings, documents, instruments or certificates in the
name and on behalf of the Company or otherwise as any such officer may deem
necessary or appropriate to effectuate or carry out fully the purposes and
intents of the foregoing resolutions, including the performance of the
obligations of the Company under the Indenture, the Debt Securities, the
Registration Statement or any other agreement referred to herein; and further
RESOLVED, that all actions heretofore taken for and on behalf of the
Company by its officers or employees in connection with the transactions
contemplated by the foregoing resolutions are hereby ratified, approved, adopted
and confirmed in all respects.
EXHIBIT 25.1
Statement of Eligibility of the Trustee on Form T-1
(to be prepared by the Trustee)
<PAGE>
- --------------------------------------------------------------------------------
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) ________
------------------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------------------
KNIGHT-RIDDER, INC.
(Exact name of obligor as specified in its charter)
FLORIDA 38-0723657
(State or other jurisdiction of (I.R.S. employer
(Address of principal executive offices) (Zip Code)
incorporation or organization) identification No.)
ONE HERALD PLAZA
MIAMI, FLORIDA 33132
(Address of principal executive offices) (Zip Code)
---------------------------------------------------------
DEBT SECURITIES
(Title of the indenture securities)
- --------------------------------------------------------------------------------
<PAGE>
GENERAL
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.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, 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 5th day of September, 1997.
THE CHASE MANHATTAN BANK
BY
-------------------------
Anne G. Brenner
Vice President
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1997, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the
Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and
coin.................................................... $ 13,892
Interest-bearing balances............................... 4,282
Securities:
Held to maturity securities................................... 2,857
Available for sale securities................................. 34,091
Federal Funds sold and securities purchased under agreements
to resell............................................... 29,970
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 124,827
Less: Allowance for loan and lease losses 2,753
Less: Allocated transfer risk reserve................... 13
Loans and leases, net of unearned income, ---------
allowance, and reserve 122,061
Trading Assets 56,042
Premises and fixed assets (including capitalized leases)...... 2,904
Other real estate owned....................................... 306
Investments in unconsolidated subsidiaries and associated
companies 232
Customers' liability to this bank on acceptances outstanding 2,092
Intangible assets 1,532
Other assets 10,448
TOTAL ASSETS.................................................. $ 280,709
=========
<PAGE>
LIABILITIES
Deposits
In domestic offices............................................ $ 91,249
Noninterest-bearing...................................... $ 38,157
Interest-bearing 53,092
---------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's........................................... 70,192
Noninterest-bearing $ 3,712
Interest-bearing 66,480
Federal funds purchased and securities sold under
agreements to repurchase................................. 35,185
Demand notes issued to the U.S. Treasury...................... 1,000
Trading liabilities........................................... 42,307
Other Borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less........... 4,593
With a remaining maturity of more than one year through 260
three years........................................
With a remaining maturity of more than three years...... 146
Bank's liability on acceptances executed and outstanding 2,092
Subordinated notes and debentures 5,715
Other liabilities 11,373
TOTAL LIABILITIES 264,112
-------
EQUITY CAPITAL
Perpetual Preferred stock and related surplus 0
Common stock.................................................. 1,211
Surplus (exclude all surplus related to preferred stock)...... 10,283
Undivided profits and capital reserves........................ 5,280
Net unrealized holding gains (Losses) on available-for-sale
securities (193)
Cumulative foreign currency translation adjustments 16
TOTAL EQUITY CAPITAL.......................................... 16,597
----------
TOTAL LIABILITIES AND EQUITY CAPITAL.......................... $ 280,709
==========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
