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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NO. 1-8598
A. H. BELO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-0135890
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
P. O. BOX 655237
DALLAS, TEXAS 75265-5237
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (214) 977-6606
Former name, former address and former fiscal year, if changed since last
report.
NONE
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES X NO
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
CLASS OUTSTANDING AT JULY 31, 1997
----- ----------------------------
Common Stock, $1.67 par value *61,931,135
* Consisting of 52,723,925 shares of Series A Common Stock and 9,207,210
shares of Series B Common Stock.
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A. H. BELO CORPORATION
FORM 10-Q
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements................................... 1
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations....... 7
PART II OTHER INFORMATION
Item 1. Legal Proceedings...................................... 12
Item 2. Changes in Securities.................................. 12
Item 3. Defaults Upon Senior Securities........................ 12
Item 4. Submission of Matters to a Vote of Security Holders.... 12
Item 5. Other Information...................................... 13
Item 6. Exhibits and Reports on Form 8-K....................... 13
</TABLE>
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PART I.
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF EARNINGS
A. H. Belo Corporation and Subsidiaries
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
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- --------------------------------------------------------------------------------------------------------
In thousands, except per share amounts (unaudited) 1997 1996 1997 1996
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET OPERATING REVENUES
Broadcasting $ 152,194 $ 90,385 $ 244,196 $ 160,992
Newspaper publishing 171,358 121,682 308,537 237,553
Other 8,265 752 11,786 1,518
-------------------------------------------------
Total net operating revenues 331,817 212,819 564,519 400,063
OPERATING COSTS AND EXPENSES
Salaries, wages and employee benefits 101,110 57,136 172,488 113,071
Other production, distribution and operating costs 86,170 52,063 147,478 101,757
Newsprint, ink and other supplies 37,355 39,118 66,586 78,251
Depreciation 19,506 11,504 33,862 23,139
Amortization 16,962 4,945 25,940 9,881
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Total operating costs and expenses 261,103 164,766 446,354 326,099
-------------------------------------------------
Earnings from operations 70,714 48,053 118,165 73,964
OTHER INCOME AND EXPENSE
Interest expense (22,874) (6,287) (36,321) (15,151)
Other, net 2,354 604 3,603 4,945
-------------------------------------------------
Total other income and expense (20,520) (5,683) (32,718) (10,206)
EARNINGS
Earnings before income taxes 50,194 42,370 85,447 63,758
Income taxes 23,881 16,874 41,507 25,538
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Net earnings $ 26,313 $ 25,496 $ 43,940 $ 38,220
=================================================
Net earnings per common and common equivalent share $ .42 $ .60 $ .81 $ .94
==================================================
Cash dividends declared per share $ .11 $ .11 $ .22 $ .19
==================================================
Average shares outstanding 62,512 42,556 54,330 40,753
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</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements.
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CONSOLIDATED CONDENSED BALANCE SHEETS
A. H. Belo Corporation and Subsidiaries
<TABLE>
<CAPTION>
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JUNE 30, December 31,
Dollars in thousands (Current year unaudited) 1997 1996
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<S> <C> <C>
ASSETS
Current assets:
Cash and temporary cash investments $ 30,076 $ 13,829
Accounts receivable, net 207,275 129,976
Other current assets 47,387 28,120
-----------------------------
Total current assets 284,738 171,925
Property, plant and equipment, net 573,658 370,780
Intangible assets, net 2,389,937 582,248
Other assets, at cost 170,166 99,119
-----------------------------
Total assets $ 3,418,499 $ 1,224,072
=============================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 30,407 $ 26,239
Accrued expenses 90,590 40,834
Other current liabilities 22,582 22,240
-----------------------------
Total current liabilities 143,579 89,313
Long-term debt 1,510,685 631,857
Deferred income taxes 443,436 121,808
Other liabilities 38,138 10,611
Shareholders' equity:
Preferred stock
Common stock, $1.67 par value. Authorized
150,000,000 shares:
Series A: Issued 60,976,916 shares at June 30, 1997
and 35,404,850 shares at December 31, 1996 101,831 59,126
Series B: Issued 9,200,963 shares at June 30, 1997
and 9,177,133 shares at December 31, 1996 15,366 15,326
Additional paid-in capital 1,138,469 302,737
Retained earnings 334,472 301,316
-----------------------------
Total 1,590,138 678,505
Less cost of 8,321,700 shares of Series A treasury stock (306,146) (306,146)
Less deferred compensation - restricted shares (1,331) (1,876)
-----------------------------
Total shareholders' equity 1,282,661 370,483
Total liabilities and shareholders' equity $ 3,418,499 $ 1,224,072
=========== ===========
See accompanying Notes to Consolidated Condensed Financial Statements.
</TABLE>
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CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
A. H. Belo Corporation and Subsidiaries
<TABLE>
<CAPTION>
Six months ended June 30,
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In thousands (unaudited) 1997 1996
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<S> <C> <C>
OPERATIONS
Net earnings $ 43,940 $ 38,220
Adjustments to reconcile net earnings
to net cash provided by operations:
Depreciation and amortization 59,802 33,020
Deferred income taxes 19,020 3,770
Other, net (3,793) (1,654)
Net change in current assets and liabilities:
Accounts receivable (21,039) (3,926)
Other current assets 377 5,031
Accounts payable (5,433) (3,481)
Accrued expenses 1,361 (162)
Other current liabilities (5,302) 7,277
------------------------
Net cash provided by operations 88,933 78,095
INVESTING
Acquisitions (711,773) (35,281)
Capital expenditures (30,773) (20,843)
Sale of investment -- 3,750
Other, net (2,126) 133
------------------------
Net cash used for investing (744,672) (52,241)
FINANCING
Net proceeds from sale of stock -- 198,513
Borrowings for acquisitions 894,506 36,415
Refinancing of Providence Journal debt (200,000) --
Net proceeds from fixed rate debt offering 743,657 --
Net payments on revolving debt (758,346) (254,983)
Payment of dividends on stock (10,783) (7,286)
Net proceeds from exercise of stock options 2,952 3,810
------------------------
Net cash provided by (used for) financing 671,986 (23,531)
Net increase in cash and temporary cash investments 16,247 2,323
Cash and temporary cash investments at beginning of period 13,829 12,846
------------------------
Cash and temporary cash investments at end of period $ 30,076 $ 15,169
========================
SUPPLEMENTAL DISCLOSURES
Value of stock issued for acquisition $ 870,399 $ --
KIRO/KMOV asset exchange $ 152,000 $ --
Interest paid, net of amounts capitalized $ 33,593 $ 15,756
Income taxes paid, net of refunds $ 34,759 $ 14,504
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</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements.
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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
A. H. Belo Corporation and Subsidiaries
(1) The accompanying unaudited consolidated condensed financial statements
of A. H. Belo Corporation and subsidiaries (the "Company" or "Belo")
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. The
balance sheet at December 31, 1996 has been derived from the audited
consolidated financial statements at that date but does not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six-month periods
ended June 30, 1997 are not necessarily indicative of the results that
may be expected for the year ended December 31, 1997. For further
information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-K
for the year ended December 31, 1996 and the consolidated financial
statements of The Providence Journal Company ("PJC") for the year
ended December 31, 1996 included in the Company's current report on
Form 8-K/A filed May 2, 1997.
Certain amounts for the prior periods have been reclassified to
conform to the current year presentation.
(2) On February 28, 1997, Belo completed the acquisition of PJC by issuing
25,394,564 shares of Series A Common Stock and paying $587 million to
former shareholders of PJC. Belo also incurred approximately $100
million in employee and transaction costs and refinanced $200 million
of PJC debt. The acquisition has been accounted for as a purchase. The
Company's consolidated financial results for the six-month period
ended June 30, 1997 include the operations of PJC since March 1, 1997
and exclude the results of the Company's interest in America's Health
Network ("AHN"), a cable network acquired as part of the PJC
transaction. See Note 4.
The cost of the acquisition has been allocated on the basis of the
estimated fair market value of the assets acquired. This preliminary
purchase price allocation resulted in goodwill and intangibles of
approximately $1.8 billion, which includes approximately $300 million
of deferred taxes based on the value of identifiable intangibles.
Goodwill and intangibles arising from the purchase of PJC are being
amortized on a straight line basis over 40 years, except for the value
assigned to the newspaper subscriber list, which is being amortized
over 18 years.
As a result of the PJC acquisition, the Company initially owned two
television stations in the Seattle, Washington market (KIRO and KING).
To comply with FCC regulations that required the Company to divest one
of these stations, on June 2, 1997, the Company completed an exchange
of assets among multiple parties whereby KIRO was exchanged for CBS
affiliate KMOV-TV in St. Louis, Missouri.
The pro forma financial results of operations below assume the PJC
acquisition and KIRO/KMOV exchange transactions were completed at the
beginning of each of the periods presented and include adjustments for
incremental interest costs, depreciation, amortization and taxes as
they relate to the preliminary purchase price allocations of the two
transactions (dollars in thousands, except per share amounts):
4
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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
A. H. Belo Corporation and Subsidiaries
<TABLE>
<CAPTION>
Six months ended June 30, 1997 1996
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<S> <C> <C>
Net operating revenues $ 611,148 $ 564,419
Net earnings from continuing operations(1) $ 41,441 $ 9,265
Net earnings(2) $ 41,441 $ 5,678
Net earnings per share $ .66 $ .09
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</TABLE>
(1) Net earnings from continuing operations for the six months ended
June 30, 1997 include a pre-tax gain of $10,672 on the sale of an
investment. Net earnings from continuing operations for the six
months ended June 30, 1996 include pre-tax charges for PJC
stock-based compensation ($13,336) and PJC newspaper restructuring
($2,484). Both periods exclude the effect of AHN.
(2) Net earnings for the six months ended June 30, 1996 include an
after-tax charge of $3,578 representing discontinued operations
attributable to PJC's former cable operations.
The pro forma financial information is provided for informational
purposes only and is not necessarily representative of the operating
results that would have occurred had the PJC acquisition and KIRO/KMOV
exchange been completed as of the indicated dates, nor is it
indicative of future operating results.
(3) On June 13, 1997, the Company issued the following fixed rate debt
(in thousands):
<TABLE>
<S> <C> <C>
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6 7/8% Senior Notes Due June 1, 2002 $250,000
7 1/8% Senior Notes Due June 1, 2007 $300,000
7 3/4% Senior Debentures Due June 1, 2027 $200,000
--------
Total $750,000
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</TABLE>
The net proceeds from this debt offering were used to retire revolving
debt previously outstanding under the Company's $1.5 billion revolving
credit facility.
(4) On July 7, 1997, the Company canceled its 364-day $500 million credit
facility.
On July 25, 1997, the Company completed the acquisition of The
Press-Enterprise Company ("Riverside"), publisher of a daily newspaper
serving Riverside County and the inland Southern California area. The
purchase was completed using funds from the Company's revolving credit
facility. As of June 30, 1997, the Company owned 38 percent of the
outstanding shares of Riverside stock and accounted for its investment
under the equity method. The transaction will be accounted for as a
purchase.
On July 31, 1997, the Company terminated its 65 percent ownership
interest in AHN. A previously announced agreement to sell its interest
in AHN to Columbia/HCA Healthcare Corp. was terminated in late July
when the purchaser failed to close on the transaction.
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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
A. H. Belo Corporation and Subsidiaries
(5) Net operating revenues, earnings from operations, and depreciation and
amortization by industry segment are shown below (in thousands):
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
- ------------------------------------------------------------------------------------------------------------
1997 1996 1997 1996
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<S> <C> <C> <C> <C>
NET OPERATING REVENUES
Broadcasting $ 152,194 $ 90,385 $ 244,196 $ 160,992
Newspaper publishing 171,358 121,682 308,537 237,553
Other 8,265 752 11,786 1,518
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Total net operating revenues $ 331,817 $ 212,819 $ 564,519 $ 400,063
======================================================
EARNINGS FROM OPERATIONS
Broadcasting $ 44,849 $ 27,616 $ 61,718 $ 37,829
Newspaper publishing 40,825 25,659 79,702 46,863
Other (5,755) 7 (7,289) (994)
Corporate expenses (9,205) (5,229) (15,966) (9,734)
------------------------------------------------------
Total earnings from operations $ 70,714 $ 48,053 $ 118,165 $ 73,964
======================================================
DEPRECIATION AND AMORTIZATION
Broadcasting $ 23,223 $ 9,843 $ 37,778 $ 19,833
Newspaper publishing 12,213 6,370 20,413 12,728
Other 703 45 976 76
Corporate 329 191 635 383
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Total depreciation and amortization $ 36,468 $ 16,449 $ 59,802 $ 33,020
- ----------------------------------------------------======================================================
</TABLE>
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS)
RECENT DEVELOPMENTS
On February 19, 1997, the shareholders of the Company and The Providence
Journal Company ("PJC") approved Belo's acquisition of PJC. Upon completion of
the acquisition on February 28, 1997, Belo added to its broadcast holdings nine
network-affiliated television stations and four television stations operated
under local marketing agreements ("LMA"). The Company also acquired PJC's
interest in the Providence Journal-Bulletin, the largest daily newspaper in
terms of both advertising and circulation in Rhode Island and southeastern
Massachusetts. In addition, the acquisition included PJC's interest in two
cable networks, Television Food Network ("TVFN") and America's Health Network
("AHN"). Since the acquisition, the Company has pursued alternate financing and
operating strategies for AHN. Accordingly, the results of operations and
financial position for AHN are not included herein. On July 31, 1997, the
Company terminated its 65 percent ownership interest in AHN. A previously
announced agreement to sell its interest in AHN to Columbia/HCA Healthcare
Corp. was terminated in late July when the purchaser failed to close on the
transaction. Other PJC media assets acquired included a regional cable news
channel (Northwest Cable News) and an on-line electronic media service
(projo.com). On June 2, 1997, the Company exchanged KIRO-TV in Seattle,
Washington for CBS affiliate KMOV-TV in St. Louis, Missouri. This exchange was
necessary to comply with FCC regulations that prohibit ownership of more than
one television station in a single market. The following table sets forth the
Company's major media assets by segment:
<TABLE>
<CAPTION>
BROADCASTING
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NETWORK
MARKET MARKET RANK(1) STATION AFFILIATION STATUS
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dallas-Fort Worth 8 WFAA ABC Owned
Houston 11 KHOU CBS Owned
Seattle-Tacoma 12 KING NBC Owned
Seattle-Tacoma 12 KONG IND LMA
Sacramento 20 KXTV ABC Owned
St. Louis 21 KMOV CBS Owned
Portland 24 KGW NBC Owned
Charlotte 28 WCNC NBC Owned
Hampton-Norfolk 40 WVEC ABC Owned
New Orleans 41 WWL CBS Owned
Albuquerque-Santa Fe 48 KASA FOX Owned
Louisville 50 WHAS ABC Owned
Tulsa 58 KOTV CBS Owned
Honolulu 69 KHNL NBC Owned
Honolulu 69 KFVE UPN LMA
Spokane 73 KREM CBS Owned
Spokane 73 KSKN IND LMA
Tucson 78 KMSB FOX Owned
Tucson 78 KTTU UPN LMA
Boise 127 KTVB NBC Owned
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</TABLE>
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<TABLE>
<CAPTION>
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NEWSPAPER PUBLISHING
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DAILY SUNDAY
NEWSPAPER LOCATION CIRCULATION(2) CIRCULATION(2)
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<S> <C> <C> <C>
The Dallas Morning News Dallas, Texas 523,955 800,306
Providence Journal-Bulletin Providence, Rhode Island 168,368 243,643
The Press-Enterprise(3) Riverside, California 162,235 169,565
Owensboro Messenger-Inquirer Owensboro, Kentucky 31,748 34,370
Bryan-College Station Eagle Bryan-College Station, Texas 21,968 27,501
The Gleaner Henderson, Kentucky 11,624 13,752
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</TABLE>
<TABLE>
<CAPTION>
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OTHER
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COMPANY DESCRIPTION
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<S> <C>
Belo Productions, Inc. Produces television programming
Television Food Network(4) Cable network distributed to 24 million subscribers
Northwest Cable News Cable news network distributed to 1.7 million homes
dallasnews.com Web site featuring daily content from The Dallas Morning News
projo.com Web site featuring daily content from Providence Journal-Bulletin
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Market rank is based on the relative size of the television market or
Designated Market Area ("DMA") among the 211 generally recognized DMA's in
the United States, based on January 1997 Nielsen estimates.
(2) Average paid circulation for the six months ended March 31, 1997,
according to the unaudited Publisher's Statement of the Audit Bureau of
Circulation, an independent agency.
(3) As of June 30, 1997, the Company had a 38% ownership interest and
accounted for The Press-Enterprise results of operations under the equity
method. On July 25, 1997, the Company purchased the remaining shares
outstanding of The Press-Enterprise Company, publisher of The
Press-Enterprise, increasing its ownership percentage to 100%.
(4) The Company is the managing general partner with a 55% ownership interest.
RESULTS OF OPERATIONS
Net earnings for the second quarter and year-to-date 1997 were $26,313 (42
cents per share) and $43,940 (81 cents per share) compared to $25,496 (60 cents
per share) and $38,220 (94 cents per share) for the same periods of 1996.
Year-to-date 1996 results included a gain of $3,895 (6 cents per share) on the
sale of Maxam Entertainment to CBS. Results for 1997 include the operations of
PJC beginning March 1, 1997 and The Gleaner, a daily newspaper serving
Henderson, Kentucky, effective April 1, 1997 and the effect of the KIRO/KMOV
exchange, which closed on June 2, 1997. The acquisition of PJC is dilutive to
Belo's earnings due primarily to the amortization of intangibles and increased
interest expense on debt incurred to complete the transaction.
Consolidated results
Depreciation and amortization expenses were higher in 1997 versus 1996 in both
the three and six-month periods because of the PJC acquisition. Amortization of
intangibles associated with PJC is approximately $12 million per quarter while
incremental depreciation expense for PJC due to the step-up in fixed asset
basis is approximately $1.5 million per quarter.
Higher interest expense was due to the higher debt levels associated with the
PJC acquisition and fourth quarter 1996 treasury stock repurchases. Weighted
average interest rates for 1997 are slightly higher than last year due to the
June 1997 issue of $750 million of fixed-rate debt securities, the proceeds of
which were used to pay down floating-rate bank debt. The weighted average
effective interest rate on the fixed-rate debt is approximately 7.4 percent.
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The effective tax rate for the three and six-month periods in 1997 of
approximately 48 percent was higher than the 1996 effective rate of 40 percent
due to the amortization of non-deductible goodwill associated with the PJC
acquisition.
Segment results of operations
To enhance comparability of the Company's segment results of operations for the
three and six months ended June 30, 1997 and 1996, certain information below is
presented on an "as adjusted" basis and includes the effect of the PJC and The
Gleaner acquisitions and the KIRO/KMOV exchange as though each had occurred at
the beginning of the respective periods presented. The discussion that follows
compares segment operations on an "an adjusted" basis only.
<TABLE>
<CAPTION>
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THREE MONTHS ENDED JUNE 30, AS ADJUSTED AS REPORTED
(IN THOUSANDS) 1997 1996 % CHANGE 1997 1996 % CHANGE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenues
Broadcasting $ 148,444 $ 140,835 5.4% $ 152,194 $ 90,385 68.4%
Newspaper publishing 171,358 158,274 8.3% 171,358 121,682 40.8%
Other 8,265 5,311 55.6% 8,265 752 --
Operating cash flow(1)
Broadcasting $ 67,943 $ 62,769 8.2% $ 68,072 $ 37,459 81.7%
Newspaper publishing 53,038 38,823 36.6% 53,038 32,029 65.6%
Other (5,052) (5,533) 8.7% (5,052) 52 --
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
SIX MONTHS ENDED JUNE 30, AS ADJUSTED AS REPORTED
(IN THOUSANDS) 1997 1996 % CHANGE 1997 1996 % CHANGE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenues
Broadcasting $ 267,181 $ 252,718 5.7% $ 244,196 $ 160,992 51.7%
Newspaper publishing 331,215 307,219 7.8% 308,537 237,553 29.9%
Other 15,840 10,711 47.9% 11,786 1,518 --
Operating cash flow(1)
Broadcasting $ 108,516 $ 97,020 11.8% $ 99,496 $ 57,662 72.6%
Newspaper publishing 103,911 69,459 49.6% 100,115 59,591 68.0%
Other (9,766) (10,729) 9.0% (6,313) (918) --
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Operating cash flow is defined as segment earnings from operations plus
depreciation and amortization. Operating cash flow is used in the
broadcasting and newspaper publishing industries to analyze and compare
companies on the basis of operating performance, leverage and liquidity
However, operating cash flow should not be considered in isolation or as a
substitute for measures of performance prepared in accordance with
generally accepted accounting principles.
Broadcasting
Broadcast revenues for second quarter 1997 were $148,444, an increase of $7,609
or 5.4 percent over second quarter 1996 revenues of $140,835. On a year-to-date
basis, revenues of $267,181 were up 5.7 percent over last year's $252,718.
Local revenue gains contributed the most, up 7.9 percent for the quarter and
6.8 percent year-to-date. In both periods, the largest gains were noted in
Dallas, Seattle, St. Louis and Portland and were attributable to strong ratings
and automotive and healthcare advertising. Other Belo stations experienced
increases in local revenues as well, with the exception of stations in New
Orleans and Honolulu. National revenues were up 5.5 percent for the quarter and
7 percent for the year-to-date. Stations in Dallas, Houston, Seattle and
Portland followed on the strength of first quarter gains for a strong showing
in the second quarter as well, particularly in telecommunications and
automotive advertising. Political advertising in 1997 was significantly less
than in 1996,
9
<PAGE> 12
for both the three and six-month comparisons, although the year-to-date
comparison benefited from significant issues advertising by the
telecommunication and public utility industries in Dallas and Houston
during the first three months of 1997. Overall, year-to-date revenue gains are
evenly balanced among Belo stations affiliated with the three major networks.
However, for the second quarter, revenue comparisons for Belo's CBS affiliates
were flat while its ABC and NBC affiliates had gains over last year of 5.5
percent and 7.1 percent, respectively.
Operating cash flow margins for the second quarter of 1997 and 1996 were 45.8
percent and 44.6 percent, respectively. Margins for the year-to-date periods
were 40.6 percent for 1997 and 38.4 percent for 1996. Broadcasting operating
cash flow for the quarter was $67,943 in 1997 versus $62,769 in 1996, an
improvement of 8.2 percent. Year-to-date operating cash flow was $108,516 for
1997, or 11.8 percent better than last year. Cash expenses were up 3.1 percent
and 1.9 percent for the three and six-month periods, respectively, primarily
due to higher compensation and benefits expense associated with salary
increases and slightly higher employment levels. Programming expenses were
higher for the second quarter of 1997, due to the timing of cash programming
rate increases. However, on a year-to-date basis, programming expense was flat
compared to last year. Advertising and promotion expense was lower in 1997 than
last year for both periods due to special advertising campaigns during 1996 at
the stations in Houston, Charlotte, New Orleans and Honolulu.
Newspaper publishing
Newspaper publishing revenues for the three and six-month periods ending June
30, 1997 were $171,358 and $331,215, respectively. Revenues for the comparable
periods in 1996 were $158,274 and $307,219, respectively. Total revenues at The
Dallas Morning News were up 8.8 percent over last year's second quarter and 8.5
percent for the year-to-date period. The Dallas Morning News' classified
advertising was up more than other categories (12 percent for the quarter, 11.4
percent year-to-date) due to higher average rates, offset somewhat by slightly
lower linage. Classified employment linage improvements were offset by
decreases in automotive and real estate linage. General advertising volume at
The Dallas Morning News was up substantially, primarily in the technology
category, which contributed to general advertising revenue increases of 8.5
percent and 11.2 percent for the quarter and year-to-date, respectively. Retail
advertising revenue was up 9.8 percent for the quarter and 6.5 percent
year-to-date, due to higher rates and second quarter volume gains in the
grocery store category.
Advertising revenues at the Providence Journal-Bulletin were up 11 percent and
8.3 percent for the quarter and year-to-date periods, respectively, primarily
in retail and classified. Across-the-board rate increases effective January 1,
1997, Providence Journal-Bulletin's first rate increases since October 1, 1995,
contributed to the higher revenues. Retail advertising increased significantly
in second quarter 1997, due to a new Health & Fitness section as well as
continued strength in the automotive and entertainment categories. Classified
revenues have been strong throughout 1997, improving more than 10 percent over
last year for both the three and six-month periods, with nearly 75 percent of
the quarterly gain due to employment advertising. General advertising also
increased in 1997, due to the higher rates and more telecommunications and
airlines advertising. Circulation revenues were up 2 percent for the quarter
and 1.5 percent for the year-to-date, due to price increases. Circulation
volumes were down slightly for both daily and Sunday.
Operating cash flow margins for the three and six month periods of 1997 were
30.9 percent and 31.4 percent, respectively. In 1996, comparable margins were
24.5 percent and 22.6 percent, respectively. Operating cash flow for the
newspaper publishing segment improved dramatically in 1997 versus 1996 due to a
combination of higher revenues and lower cash expenses. The most significant
savings came as a result of lower newsprint prices. The Dallas Morning News'
average purchase price for newsprint during the second quarter 1997 was down by
22.5 percent compared to the same period in 1996. Year-to-date purchase price
comparisons were even more favorable at 28.2 percent below last year. These
savings were offset by higher salaries, wages and employee benefits, which were
up 7 percent and 4.9 percent for the three and six-month periods, respectively.
The most significant increases were at The Dallas Morning News , due to merit
increases, overtime, and incentive compensation. Employee expenses at the
Providence Journal-Bulletin were also higher in 1997. Remaining operating
expense variances for the quarter and year-to-date were due primarily to higher
costs at The Dallas Morning News, specifically distribution, bad debt, travel
and circulation promotion programs.
10
<PAGE> 13
Other
Other revenues increased 55.6 percent to $8,265 for the second quarter and 47.9
percent to $15,840 for the year-to-date due mostly to higher revenues at TVFN,
in which the Company has a controlling partnership interest. Operating cash
flow for this segment, while negative for all periods reported, has improved in
1997, due primarily to improving margins at Northwest Cable News.
LIQUIDITY AND CAPITAL RESOURCES
Long term debt outstanding increased $878.8 million from December 31, 1996 to
June 30, 1997 due to the purchase of PJC. Specifically, Belo paid $587 million
to shareholders of PJC and incurred approximately $100 million in employee and
transaction costs. Belo also assumed $200 million of PJC's debt. Also, in
connection with the PJC acquisition, the Company issued 25,394,564 shares of
Series A Common Stock.
Net cash provided by operations and bank borrowings are the Company's primary
sources of liquidity. On an as reported basis, during the first half of 1997,
net cash provided by operations was $88,933, compared to $78,095 for the same
period in 1996. The increase was due primarily to higher earnings offset by
changes in working capital. Net cash provided by operations was sufficient to
fund capital expenditures and common stock dividends.
At June 30, 1997, the Company had a $1.5 billion five-year variable rate
revolving credit agreement and a $500 million 364-day facility. Borrowings
under these agreements at June 30, 1997 were $590 million. In addition, the
Company had short-term unsecured notes of $144.6 million outstanding at June
30, 1997. These borrowings may be converted, at the Company's discretion, to
revolving debt and therefore, such borrowings are classified as long term in
the financial statements. Additionally, during the three months ended June 30,
1997, the Company filed a shelf registration statement on Form S-3 with the
Securities and Exchange Commission covering the issuance from time to time of
up to $1.5 billion in debt securities, of which $750 million was issued in June
1997 to refinance borrowings under the revolving credit facility. The
fixed-rate debt is summarized as follows: a) $250 million of 5-year 6 7/8%
Senior Notes, b) $300 million of 10-year 7 1/8% Senior Notes and c) $200
million of 30-year 7 3/4% Senior Debentures. The weighted average effective
rate for these debt instruments is 7.4 percent. The remaining $750 million of
this shelf registration enables the Company to issue additional debt
securities, the proceeds of which may be used to refinance variable-rate debt
in whole or in part. Based on the completion of the recent public debt offering
and the remaining availability under the shelf registration statement, the
Company is currently negotiating a reduction in its five-year $1.5 billion
revolving credit facility and on July 7, 1997, the Company canceled its $500
million 364-day facility. The Company believes its current financial condition
and credit relationships are adequate to fund both its current obligations as
well as near-term growth.
The Company is required to maintain certain ratios as of the end of each
quarter, as defined in its revolving credit agreement. For the four quarters
ended June 30, 1997, the Company's ratio of funded debt to pro forma operating
cash flow, which is not to exceed 5.0, was 3.9. The Company's interest coverage
ratio for the four quarters ended June 30, 1997 was 4.6 compared to a minimum
coverage requirement of 2.5 times.
The Company paid 1997 dividends of $10,783 or 22 cents per share on Series A
and Series B Common Stock compared to $7,286 or 19 cents per share in 1996. The
higher dividends in 1997 are due to the higher dividend rate and the additional
shares issued in the PJC acquisition.
Capital expenditures for the first six months of 1997 were $30,773. The
majority of these expenditures were for additional production equipment and
major building renovations at The Dallas Morning News and a building and studio
remodeling project at the Company's Dallas television station. The Company also
purchased broadcast equipment for each of its other television stations and
invested in new publishing equipment. The Company expects to finance future
capital expenditures using cash generated from operations and, when necessary,
borrowings under the revolving credit agreement.
11
<PAGE> 14
OTHER MATTERS
On July 25, 1997, the Company completed the acquisition of The Press-Enterprise
Company ("Riverside"), publisher of a daily newspaper serving Riverside County
and the inland Southern California area. The Company previously held 38 percent
of the outstanding stock of Riverside. The transaction will be accounted for as
a purchase.
Effective July 31, 1997, the Company terminated its interest in AHN. The
Company previously held a 65 percent partnership interest in the cable network
as a result of its acquisition of PJC. Additionally, in accordance with the
Company's announced intentions at the time of its acquisition of PJC, the
Company is currently pursuing alternate financing and operating strategies for
TVFN, including the possible sale of all or part of its ownership interest in
the cable network.
PART II.
ITEM 1. LEGAL PROCEEDINGS
There are a number of legal proceedings pending against the Company, including
several actions for alleged libel. In the opinion of management, liabilities,
if any, arising from these actions would not have a material adverse effect on
the operations or financial position of the Company.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of the Shareholders was held on May 14, 1997. All nominees
standing for election as directors were elected. The following chart indicates
the number of votes cast with respect to each nominee for director:
<TABLE>
<CAPTION>
Nominee For Withheld
<S> <C> <C>
Robert W. Decherd 127,470,249 370,503
Roger A. Enrico 127,475,618 365,134
Arturo Madrid, Ph.D. 127,475,618 365,134
William T. Solomon 127,475,968 364,784
Thomas B. Walker, Jr. 127,466,793 373,959
</TABLE>
In addition to the election of directors, an additional proposal to amend the
Company's 1995 Executive Compensation Plan was approved by the Company's
shareholders. The following chart indicates the number of votes cast and the
number of abstentions and broker non-votes with respect to the second proposal:
<TABLE>
<CAPTION>
Proposal II
<S> <C>
For 121,296,547
Against 5,750,463
Abstain 793,742
Broker non-votes 0
</TABLE>
12
<PAGE> 15
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibits marked with an asterisk (*) are incorporated by reference to
documents previously filed by the Company with the Securities and
Exchange Commission, as indicated. Exhibits marked with a tilde (~)
are management contracts or compensatory plan contracts or
arrangements filed pursuant to Item 601 (b)(10)(iii)(A) of Regulation
S-K. All other documents are filed with this report.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
2.1 * Amended and Restated Agreement and Plan of Merger, dated as
of September 26, 1996 (Appendix A of the Joint Proxy
Statement/Prospectus of Belo and Providence Journal included
in Belo's Registration Statement on Form S-4 (Registration
No. 333-19337) filed with the Commission on January 8, 1997)
3.1 * Certificate of Incorporation of the Company (Exhibit
3.1 to the Company's Amended Annual Report on Form 10-K/A
dated April 8, 1996 (the "1995 Form 10-K/A"))
3.2 * Certificate of Correction to Certificate of Incorporation
dated May 13, 1987 (Exhibit 3.2 to the 1995 Form 10-K/A)
3.3 * Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company dated April 16, 1987 (Exhibit
3.3 to the 1995 Form 10-K/A)
3.4 * Certificate of Amendment of Certificate of
Incorporation of the Company dated May 4, 1988 (Exhibit 3.4
to the 1995 Form 10-K/A)
3.5 * Certificate of Amendment of Certificate of Incorporation of
the Company dated May 3, 1995 (Exhibit 3.5 to the Company's
Annual Report on Form 10-K dated February 28, 1996 (the "1995
Form 10-K"))
3.6 * Amended Certificate of Designation of Series A Junior
Participating Preferred Stock of the Company dated May 4,
1988 (Exhibit 3.6 to the 1995 Form 10-K/A)
3.7 * Certificate of Designation of Series B Common Stock of
the Company dated May 4, 1988 (Exhibit 3.7 to the 1995 Form
10-K/A)
3.8 * Amended and Restated Bylaws of the Company, effective
February 22, 1995 (Exhibit 3.7 to the Company's Annual Report
on Form 10-K dated March 8, 1995 (the "1994 Form 10-K"))
4.1 Certain rights of the holders of the Company's Common Stock
are set forth in Exhibits 3.1-3.8 above
4.2 * Specimen Form of Certificate representing shares of the
Company's Series A Common Stock (Exhibit 4.2 to the Company's
Annual Report on Form 10-K dated March 18, 1993 (the "1992
Form 10-K"))
</TABLE>
13
<PAGE> 16
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.3 * Specimen Form of Certificate representing shares of the
Company's Series B Common Stock (Exhibit 4.3 to the Company's
Annual Report on Form 10-K dated March 20, 1989)
4.4 * Amended and Restated Form of Rights Agreement as of February
28, 1996 between the Company and Chemical Mellon Shareholder
Services, L.L.C., a New York banking corporation (Exhibit 4.4
to the 1995 Form 10-K)
4.5 * Supplement No. 1 to Amended and Restated Rights Agreement
between the Company and The First National Bank of Boston
dated as of November 11, 1996 (Exhibit 4.5 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1996)
4.6 Instruments defining rights of debt securities:
(1) Indenture dated as of June 1, 1997 between the Company
and The Chase Manhattan Bank, as Trustee.
(2) (a) $200 million 6 7/8% Senior Note due 2002
(b) $50 million 6 7/8% Senior Note due 2002
(3) (a) $200 million 7 1/8% Senior Note due 2007
(b) $100 million 7 1/8% Senior Note due 2007
(4) $200 million 7 3/4% Senior Debenture due 2027
(5) Officer's Certificate dated June 13, 1997 establishing
terms of debt securities pursuant to Section 3.1 of the
Indenture.
10.1 Contracts relating to television broadcasting:
* (1) Form of Agreement for Affiliation between WFAA-TV in
Dallas, Texas and ABC (Exhibit 10.1 (1) to the 1995
Form 10-K/A)
10.2 Financing agreements:
* (1) Credit Agreement (five year $1,500,000,000 revolving
credit and competitive advance facility dated as of
January 31, 1997 among the Company and Texas Commerce
Bank National Association as Administrative Agent, The
Chase Manhattan Bank, as Competitive Advance Facility
Agent, Bank of America National Trust and Savings
Association and Bank of Tokyo-Mitsubishi, Ltd. as
Co-Syndication Agents, and NationsBank as
Documentation Agent)(Exhibit 10.2(2) to the Company's
Annual Report on Form 10-K dated March 10, 1997 (the
"1996 Form 10-K"))
* (2) Credit Agreement (364-day $500,000,000 revolving
credit and competitive advance facility dated as of
January 31, 1997 among the Company and Texas Commerce
Bank National Association as Administrative Agent, The
Chase Manhattan Bank, as Competitive Advance Facility
Agent, Bank of America National Trust and Savings
Association and Bank of Tokyo-Mitsubishi, Ltd. as
Co-Syndication Agents, and NationsBank as
Documentation Agent) (Exhibit 10.2(3) to the 1996 Form
10-K)
</TABLE>
14
<PAGE> 17
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
10.3 Compensatory plans:
*~(1) Management Security Plan (Exhibit 10.3(1) to the
1996 Form 10-K)
*~(2) The A. H. Belo Corporation 1986 Long-Term Incentive
Plan (Effective May 3, 1989, as amended by
Amendments 1, 2, 3, 4, and 5) (Exhibit 10.3(2) to
the 1996 Form 10-K)
*~(3) Amendment No. 6 to 1986 Long-Term Incentive Plan
(Exhibit 10.3(13) to the 1992 Form 10-K)
*~(4) Amendment No. 7 to 1986 Long-Term Incentive Plan
(Exhibit 10.3(9) to the 1995 Form 10-K)
*~(5) The A. H. Belo Corporation Employee Savings and
Investment Plan Amended and Restated February 2,
1996 (Exhibit 10.3(10) to the 1995 Form 10-K)
*~(6) First Amendment to the A. H. Belo Corporation
Employee Savings and Investment Plan (Exhibit
10.3(6) to the Company's Quarterly Rerport on Form
10-Q for the quarterly period ended March 31, 1997
(the "First Quarter 1997 Form 10-Q))
~(7) Second Amendment to the A. H. Belo Corporation
Employee Savings and Investment Plan
~(8) Third Amendment to the A. H. Belo Corporation
Employee Savings and Investment Plan
*~(9) The G. B. Dealey Retirement Pension Plan (as Amended
and Restated Generally Effective January 1, 1989)
(Exhibit 10.3(11) to the 1995 Form 10-K)
*~(10) First Amendment to the G. B. Dealey Retirement
Pension Plan (Exhibit 10.3(8) to the First Quarter
1997 Form 10-Q)
~(11) Second Amendment to the G. B. Dealey Retirement
Pension Plan
*~(12) Master Trust Agreement, effective as of July 1, 1992,
between A. H. Belo Corporation and Mellon Bank, N.
A. (Exhibit 10.3(26) to the Company's Annual Report
on Form 10-K dated March 18, 1994 (the "1993 Form
10-K"))
*~(13) A. H. Belo Corporation Supplemental Executive
Retirement Plan (Exhibit 10.3(27) to the 1993 Form
10-K)
*~(14) Trust Agreement dated February 28, 1994, between the
Company and Mellon Bank, N. A. (Exhibit 10.3(28) to
the 1993 Form 10-K)
*~(15) A. H. Belo Corporation 1995 Executive Compensation
Plan (Exhibit 10.3(16) to the 1995 Form 10-K)
*~(16) Master Defined Contribution Trust Agreement by and
between A. H. Belo Corporation and Mellon Bank, N.A.
(Exhibit 10.3(20) to the 1995 Form 10-K)
*~(17) First Amendment to Master Defined Contribution Trust
Agreement (Exhibit 10.3(21) to the 1995 Form 10-K)
</TABLE>
15
<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C> <C>
*~(18) Second Amendment to Master Defined Contribution
Trust Agreement (Exhibit 10.3(22) to the 1995 Form
10-K)
*~(19) A. H. Belo Corporation 1995 Executive Compensation
Plan (as restated to incorporate amendments through
May 14, 1997) (Exhibit 10.3(17) to the 1996 Form
10-K)
12 Computation of Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
99 Unaudited Pro Forma Combined Condensed Statements of Earnings
reflecting the acquisition of The Providence Journal Company
for the six months ended June 30, 1997 and 1996
</TABLE>
(b) Reports on Form 8-K
During the quarter covered by this report, the Company filed a Form 8-K on
June 8, 1997, containing certain information under items 5 and 7
pertaining to the KIRO/KMOV exchange and the shelf registration of debt
securities.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
A. H. BELO CORPORATION
August 13, 1997 By:/s/Michael D. Perry
-----------------------------------
Michael D. Perry
Senior Corporate Vice President and
Chief Financial Officer
16
<PAGE> 19
<TABLE>
<CAPTION>
SEQ.
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
<S> <C>
2.1 The Amended and Restated Agreement and Plan of Merger, dated as
of September 26, 1996 (Appendix A of the Joint Proxy Statement/
Prospectus of Belo and Providence Journal included in Belo's
Registration Statement on Form S-4 (Registration No. 333-19337)
filed with the Commission on January 8, 1997) N/A
3.1 Certificate of Incorporation of the Company (Exhibit 3.1 to the
Company's Amended Annual Report on Form 10-K/A dated April 8,
1996 (the "1995 Form 10-K/A")) N/A
3.2 Certificate of Correction to Certificate of Incorporation dated
May 13, 1987 (Exhibit 3.2 to the 1995 Form 10-K/A) N/A
3.3 Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company dated April 16, 1987 (Exhibit 3.3
to the 1995 Form 10-K/A) N/A
3.4 Certificate of Amendment of Certificate of Incorporation of the
Company dated May 4, 1988 (Exhibit 3.4 to the 1995 Form 10-K/A) N/A
3.5 Certificate of Amendment of Certificate of Incorporation of the
Company dated May 3, 1995 (Exhibit 3.5 to the Company's Annual
Report on Form 10-K dated February 28, 1996 (the "1995 Form 10-K)) N/A
3.6 Amended Certificate of Designation of Series A Junior
Participating Preferred Stock of the Company dated May 4, 1988
(Exhibit 3.6 to the 1995 Form 10-K/A) N/A
3.7 Certificate of Designation of Series B Common Stock of the
Company dated May 4, 1988 (Exhibit 3.7 to the 1995 Form 10-K/A) N/A
3.8 Bylaws of the Company, effective February 22, 1995 (Exhibit 3.7
to the Company's Annual Report on Form 10-K dated March 8, 1995
(the "1994 Form 10-K")) N/A
4.1 Certain rights of the holders of the Company's Common Stock are
set forth in Exhibits 3.1-3.8 above N/A
4.2 Specimen Form of Certificate representing shares of the Company's
Series A Common Stock (Exhibit 4.2 to the Company's Annual Report
on Form 10-K dated March 18, 1993 (the "1992 Form 10-K")) N/A
4.3 Specimen Form of Certificate representing shares of the Company's
Series B Common Stock (Exhibit 4.3 to the Company's Annual Report
on Form 10-K dated March 20, 1989) N/A
4.4 Amended and Restated Form of Rights Agreement as of February 28,
1996 between the Company and Chemical Mellon Shareholder Services,
L.L.C., a New York banking corporation (Exhibit 4.4 to the 1995
Form 10-K) N/A
</TABLE>
E-1
<PAGE> 20
<TABLE>
<CAPTION>
EXHIBIT PAGE
DESCRIPTION NUMBER
<S> <C> <C>
4.5 Supplement No. 1 to Amended and Restated Rights Agreement between
the Company and The First National Bank of Boston dated as of
November 11, 1996 (Exhibit 4.5 to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 1996) N/A
4.6 Instruments defining rights of debt securities:
(1) Indenture dated as of June 1, 1997 between the Company and
The Chase Manhattan Bank, as Trustee. _____
(2) (a) $200 million 6 7/8% Senior Note due 2002 _____
(b) $50 million 6 7/8% Senior Note due 2002 _____
(3) (a) $200 million 7 1/8% Senior Note due 2007 _____
(b) $100 million 7 1/8% Senior Note due 2007 _____
(4) $200 million 7 3/4% Senior Debenture due 2027 _____
(5) Officer's Certificate dated June 13, 1997 establishing terms
of debt securities pursuant to Section 3.1 of the Indenture. _____
10.1 Contracts relating to television broadcasting:
(1) Form of Agreement for Affiliation between WFAA-TV in Dallas,
Texas and ABC (Exhibit 10.1 (1) to the 1995 Form 10-K/A) N/A
10.2 Financing agreements:
(1) Credit Agreement (five year $1,500,000,000 revolving credit
and competitive advance facility dated as of January 31, 1997
among the Company and Texas Commerce Bank National
Association as Administrative Agent, The Chase Manhattan
Bank, as Competitive Advance Facility Agent, Bank of America
National Trust and Savings Association and Bank of
Tokyo-Mitsubishi, Ltd. as Co-Syndication Agents, and
NationsBank as Documentation Agent) (Exhibit 10.2(2) to the
Company's Annual Report on Form 10-K dated March 10, 1997
(the "1996 Form 10-K")) N/A
(2) Credit Agreement (364-day $500,000,000 revolving credit and
competitive advance facility dated as of January 31, 1997
among the Company and Texas Commerce Bank National
Association as Administrative Agent, The Chase Manhattan
Bank, as Competitive Advance Facility Agent, Bank of America
National Trust and Savings Association and Bank of
Tokyo-Mitsubishi, Ltd. as Co-Syndication Agents, and
NationsBank as Documentation Agent) (Exhibit 10.2(3) to the
1996 Form 10-K) N/A
10.3 Compensatory plans:
(1) Management Security Plan (Exhibit 10.3(1) to the 1996 Form
10-K)
</TABLE>
E-2
<PAGE> 21
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
<S> <C> <C>
(2) The A. H. Belo Corporation 1986 Long-Term Incentive Plan
(Effective May 3, 1989, as amended by Amendments 1, 2, 3, 4,
and 5) (Exhibit 10.3(2) to the 1996 Form 10-K) N/A
(3) Amendment No. 6 to 1986 Long-Term Incentive Plan (Exhibit
10.3(13) to the 1992 Form 10-K) N/A
(4) Amendment No. 7 to 1986 Long-Term Incentive Plan (Exhibit 10.
3(9) to the 1995 Form 10-K) N/A
(5) The A. H. Belo Corporation Employee Savings and Investment
Plan Amended and Restated February 2, 1996 (Exhibit 10.3(10)
to the 1995 Form 10-K) N/A
(6) First Amendment to the A. H. Belo Corporation Employee
Savings and Investment Plan (Exhibit 10.3(6) to the Company's
Quarterly report on Form 10-Q for the quarterly period ended
March 31, 1997 (the "First Quarter 1997 Form 10-Q) N/A
(7) Second Amendment to the A. H. Belo Corporation Employee
Savings and Investment Plan _____
(8) Third Amendment to the A. H. Belo Corporation Employee
Savings and Investment Plan _____
(9) The G. B. Dealey Retirement Pension Plan (as Amended and
Restated Generally Effective January 1, 1989) (Exhibit
10.3(11) to the 1995 Form 10-K) N/A
(10) First Amendment to the G. B. Dealey Retirement Pension Plan
(Exhibit 10.3(8) to the First Quarter 1997 Form 10-Q) N/A
(11) Second Amendment to the G. B. Dealey Retirement Pension Plan _____
(12) Master Trust Agreement, effective as of July 1, 1992, between
A. H. Belo Corporation and Mellon Bank, N. A. (Exhibit
10.3(26) to the Company's Annual Report on Form 10-K dated
March 18, 1994 (the "1993 Form 10-K")) N/A
(13) A. H. Belo Corporation Supplemental Executive Retirement Plan
(Exhibit 10.3(27) to the 1993 Form 10-K) N/A
(14) Trust Agreement dated February 28, 1994, between the Company
and Mellon Bank, N. A. (Exhibit 10.3(28) to the 1993 Form
10-K) N/A
(15) A. H. Belo Corporation 1995 Executive Compensation Plan
(Exhibit 10.3(16) to the 1995 Form 10-K) N/A
(16) Master Defined Contribution Trust Agreement by and between
A. H. Belo Corporation and Mellon Bank, N.A. (Exhibit 10.3(20)
to the 1995 Form 10-K) N/A
</TABLE>
E-3
<PAGE> 22
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
<S> <C> <C>
(17) First Amendment to Master Defined Contribution Trust
Agreement (Exhibit 10.3(21) to the 1995 Form 10-K) N/A
(18) Second Amendment to Master Defined Contribution Trust
Agreement (Exhibit 10.3(22) to the 1995 Form 10-K) N/A
(19) A. H. Belo Corporation 1995 Executive Compensation Plan (as
restated to incorporate amendments through May 14, 1997)
(Exhibit 10.3(17) to the 1996 Form 10-K) N/A
12 Computation of Ratio of Earnings to Fixed Charges _____
27 Financial Data Schedule N/A
99 Unaudited Pro Forma Combined Condensed Statements of Earnings reflecting
the acquisition of The Providence Journal Company for the six months ended
June 30, 1997 and 1996 _____
</TABLE>
E-4
<PAGE> 1
EXHIBIT 4.6 (1)
===============================================================================
A. H. BELO CORPORATION,
COMPANY
AND
THE CHASE MANHATTAN BANK,
TRUSTEE
-------------------------------
INDENTURE
DATED AS OF JUNE 1, 1997
-------------------------------
===============================================================================
<PAGE> 2
Reconciliation and tie between Trust Indenture Act of 1939 and
Indenture dated as of June 1, 1997 between A. H. Belo Corporation and The Chase
Manhattan Bank.
<TABLE>
<CAPTION>
Trust Indenture
Act Section Indenture Section
--------------- -----------------
<S> <C>
Section 310
(a)(1)........................................................................................... 6.9
(a)(2)........................................................................................... 6.9
(a)(3)................................................................................... Not Applicable
(a)(4)....................................................................................Not Applicable
(a)(5)........................................................................................... 6.9
(b)........................................................................................... 6.8, 6.10
Section 311
(a)............................................................................................ 6.13(a)
(b)............................................................................................ 6.13(b)
(b)(2)................................................................................ 7.3(a)(2), 7.3(b)
Section 312
(a)..........................................................................................7.1, 7.2(a)
(b)............................................................................................. 7.2(b)
(c)............................................................................................. 7.2(b)
Section 313
(a)............................................................................................. 7.3(a)
(b)............................................................................................. 7.3(b)
(c).......................................................................................7.3(a), 7.3(b)
(d)............................................................................................. 7.3(c)
Section 314
(a).............................................................................................. 7.4
(a)(4)........................................................................................... 10.9
(b)...................................................................................... Not Applicable
(c)(1)........................................................................................... 1.2
(c)(2)........................................................................................... 1.2
(c)(3)................................................................................... Not Applicable
(d).......................................................................................Not Applicable
(e).............................................................................................. 1.2
Section 315
(a)............................................................................................. 6.1(a)
(b).......................................................................................6.2, 7.3(a)(6)
(c)............................................................................................. 6.1(b)
(d)............................................................................................. 6.1(c)
(d)(1)....................................................................................6.1(a), 6.1(c)
(d)(2)........................................................................................ 6.1(c)(2)
(d)(3)........................................................................................ 6.1(c)(3)
(e)............................................................................................... 5.14
Section 316
(a)................................................................................................ 1.1
</TABLE>
i
<PAGE> 3
<TABLE>
<S> <C>
(a)(1)(A)......................................................................................5.2, 5.12
(a)(1)(B)......................................................................................5.2, 5.13
(a)(2)....................................................................................Not Applicable
(b)............................................................................................... 5.8
(c)................................................................................................ 1.4
Section 317
(a)(1)............................................................................................. 5.3
(a)(2)............................................................................................ 5.4
(b)............................................................................................... 10.3
Section 318
(a)................................................................................................ 1.7
</TABLE>
- -------------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to
be a part of the Indenture.
ii
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
RECITALS..........................................................................................................1
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 1.1 Definitions............................................................................... 1
Act........................................................................................... 2
Affiliate..................................................................................... 2
Authenticating Agent.......................................................................... 2
Board of Directors............................................................................ 2
Board Resolution.............................................................................. 2
Business Day.................................................................................. 2
Commission.................................................................................... 2
Company ..................................................................................... 2
Company Request............................................................................... 3
Consolidated Subsidiary....................................................................... 3
Consolidated Net Tangible Assets.............................................................. 3
Corporate Trust Office........................................................................ 3
Corporation................................................................................... 3
Currency ..................................................................................... 3
Depository.................................................................................... 3
Discharged.................................................................................... 3
Dollar" or "$................................................................................. 3
ECU........................................................................................... 3
European Communities.......................................................................... 3
Event of Default.............................................................................. 3
Fixed Rate Security........................................................................... 4
Floating Rate Security........................................................................ 4
Foreign Currency.............................................................................. 4
Funded Debt................................................................................... 4
Global Security............................................................................... 4
Holder........................................................................................ 4
Indebtedness.................................................................................. 4
Indenture..................................................................................... 4
Maturity...................................................................................... 4
Mortgage...................................................................................... 4
Officers' Certificate......................................................................... 4
Opinion of Counsel............................................................................ 4
Original Issue Discount....................................................................... 5
Original Issue Discount Security.............................................................. 5
</TABLE>
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<TABLE>
<S> <C>
Outstanding................................................................................... 5
Paying Agent.................................................................................. 6
Person........................................................................................ 6
Predecessor Security.......................................................................... 6
Principal Property............................................................................ 6
Redemption Date............................................................................... 6
Redemption Price.............................................................................. 6
Responsible Officer........................................................................... 6
Restricted Subsidiary......................................................................... 7
Sale and Lease-Back Transaction............................................................... 7
Securities" or "Security...................................................................... 7
Security Register............................................................................. 7
Significant Subsidiary........................................................................ 7
Stated Maturity............................................................................... 7
Subsidiary.................................................................................... 7
Trustee ..................................................................................... 7
Trust Indenture Act........................................................................... 7
United States................................................................................. 7
United States Alien........................................................................... 8
U.S. Government Obligations................................................................... 8
Value......................................................................................... 8
Vice President................................................................................ 8
SECTION 1.2 Compliance Certificates and Opinions................................................. 8
SECTION 1.3 Form of Documents Delivered to Trustee............................................... 9
SECTION 1.4 Acts of Holders...................................................................... 9
SECTION 1.5 Notices, Etc., to Trustee and Company................................................ 10
SECTION 1.6 Notice to Holders; Waiver............................................................ 11
SECTION 1.7 Conflict with Trust Indenture Act.................................................... 11
SECTION 1.8 Effect of Headings and Table of Contents............................................. 12
SECTION 1.9 Successors and Assigns............................................................... 12
SECTION 1.10 Separability Clause.................................................................. 12
SECTION 1.11 Benefits of Indenture................................................................ 12
SECTION 1.12 Governing Law........................................................................ 12
SECTION 1.13 Legal Holidays....................................................................... 12
SECTION 1.14 Incorporators, Stockholders, Officers and Directors
Exempt from Individual Liability..................................................... 12
</TABLE>
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<TABLE>
<S> <C> <C>
ARTICLE II
SECURITY FORMS
SECTION 2.1 Forms Generally...................................................................... 13
SECTION 2.2 Form of Trustee's Certificate of Authentication...................................... 13
SECTION 2.3 Securities Issuable in the Form of a Global Security................................. 14
ARTICLE III
THE SECURITIES
SECTION 3.1 Amount Unlimited; Issuable in Series................................................. 17
SECTION 3.2 Denominations........................................................................ 20
SECTION 3.3 Execution, Authentication, Delivery and Dating....................................... 20
SECTION 3.4 Temporary Securities................................................................. 22
SECTION 3.5 Registration, Registration of Transfer and Exchange.................................. 23
SECTION 3.6 Mutilated, Destroyed, Lost and Stolen Securities..................................... 24
SECTION 3.7 Payment of Interest; Interest Rights Preserved....................................... 25
SECTION 3.8 Persons Deemed Owners................................................................ 25
SECTION 3.9 Cancellation......................................................................... 25
SECTION 3.10 Computation of Interest.............................................................. 26
SECTION 3.11 Currency of Payments in Respect of Securities........................................ 26
SECTION 3.12 Judgments............................................................................ 26
ARTICLE IV
SATISFACTION AND DISCHARGE
SECTION 4.1 Satisfaction and Discharge of Indenture.............................................. 27
SECTION 4.2 Application of Trust Money........................................................... 28
ARTICLE V
REMEDIES
SECTION 5.1 Events of Default.................................................................... 29
SECTION 5.2 Acceleration of Maturity;
Rescission and Annulment............................................................. 31
SECTION 5.3 Collection of Indebtedness and Suits for
Enforcement by Trustee............................................................... 32
SECTION 5.4 Trustee May File Proofs of Claim..................................................... 33
SECTION 5.5 Trustee May Enforce Claims Without
Possession of Securities............................................................. 34
</TABLE>
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<TABLE>
<S> <C> <C>
SECTION 5.6 Application of Money Collected....................................................... 34
SECTION 5.7 Limitation on Suits.................................................................. 35
SECTION 5.8 Unconditional Right of Holders to
Receive Principal, Premium and Interest.............................................. 35
SECTION 5.9 Restoration of Rights and Remedies................................................... 36
SECTION 5.10 Rights and Remedies Cumulative....................................................... 36
SECTION 5.11 Delay or Omission Not Waiver......................................................... 36
SECTION 5.12 Control by Holders................................................................... 36
SECTION 5.13 Waiver of Past Defaults.............................................................. 37
SECTION 5.14 Undertaking for Costs................................................................ 37
SECTION 5.15 Waiver of Stay or Extension Laws..................................................... 37
SECTION 5.16 Duty to Accelerate................................................................... 38
ARTICLE VI
THE TRUSTEE
SECTION 6.1 Certain Duties and Responsibilities.................................................. 38
SECTION 6.2 Notice of Defaults................................................................... 39
SECTION 6.3 Certain Rights of Trustee............................................................ 40
SECTION 6.4 Not Responsible for Recitals or
Issuance of Securities............................................................... 41
SECTION 6.5 May Hold Securities.................................................................. 41
SECTION 6.6 Money Held in Trust.................................................................. 41
SECTION 6.7 Compensation and Reimbursement....................................................... 41
SECTION 6.8 Disqualification; Conflicting Interests.............................................. 42
SECTION 6.9 Corporate Trustee Required; Eligibility.............................................. 42
SECTION 6.10 Resignation and Removal;
Appointment of Successor............................................................. 43
SECTION 6.11 Acceptance of Appointment by Successor............................................... 44
SECTION 6.12 Merger, Conversion, Consolidation or
Succession to Business............................................................... 45
SECTION 6.13 Preferential Collection of Claims
Against Company...................................................................... 46
SECTION 6.14 Appointment of Authenticating Agent.................................................. 46
</TABLE>
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<TABLE>
<S> <C>
ARTICLE VII
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 7.1 Company to Furnish Trustee Names and
Addresses of Holders................................................................. 48
SECTION 7.2 Preservation of Information;
Communications to Holders............................................................ 48
SECTION 7.3 Reports by Trustee................................................................... 49
SECTION 7.4 Reports by Company................................................................... 51
ARTICLE VIII
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 8.1 Company May Consolidate, Etc.,
Only on Certain Terms................................................................ 52
SECTION 8.2 Successor Corporation Substituted.................................................... 52
ARTICLE IX
SUPPLEMENTAL INDENTURES
SECTION 9.1 Supplemental Indentures without
Consent of Holders................................................................... 53
SECTION 9.2. Supplemental Indentures with
Consent of Holders................................................................... 54
SECTION 9.3 Execution of Supplemental Indentures................................................. 55
SECTION 9.4 Effect of Supplemental Indentures.................................................... 55
SECTION 9.5 Conformity with Trust Indenture Act.................................................. 55
SECTION 9.6 Reference in Securities to
Supplemental Indentures.............................................................. 55
ARTICLE X
COVENANTS
SECTION 10.1 Payment of Principal, Premium and Interest........................................... 56
SECTION 10.2 Maintenance of Office or Agency...................................................... 56
SECTION 10.3 Money for Securities Payments
To Be Held in Trust.................................................................. 56
SECTION 10.4 Corporate Existence.................................................................. 58
SECTION 10.5 Maintenance of Properties............................................................ 58
SECTION 10.6 Payment of Taxes and Other Claims.................................................... 58
</TABLE>
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<TABLE>
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SECTION 10.7 Limitation on Indebtedness
Secured by a Mortgage................................................................ 58
SECTION 10.8 Limitation on Sale and Lease-Back.................................................... 60
SECTION 10.9 Statement as to Compliance........................................................... 61
SECTION 10.10 Waiver of Certain Covenants.......................................................... 61
ARTICLE XI
REDEMPTION OF SECURITIES
SECTION 11.1 Applicability of Article............................................................. 62
SECTION 11.2 Election to Redeem; Notice to Trustee................................................ 62
SECTION 11.3 Selection by Trustee of
Securities to Be Redeemed............................................................ 62
SECTION 11.4 Notice of Redemption................................................................. 63
SECTION 11.5 Deposit of Redemption Price.......................................................... 63
SECTION 11.6 Securities Payable on Redemption Date................................................ 64
SECTION 11.7 Securities Redeemed in Part.......................................................... 64
ARTICLE XII
SINKING FUNDS
SECTION 12.1 Applicability of Article............................................................. 64
SECTION 12.2 Satisfaction of Sinking Fund
Payments with Securities............................................................. 65
SECTION 12.3 Redemption of Securities for Sinking Fund............................................ 65
ARTICLE XIII
DEFEASANCE
SECTION 13.1 Applicability of Article............................................................. 66
SECTION 13.2. Defeasance upon Deposit of Moneys or
U.S. Government Obligations.......................................................... 66
SECTION 13.3. Deposited Moneys and U.S. Government
Obligations to Be Held in Trust...................................................... 68
SECTION 13.4 Reinstatement........................................................................ 68
SECTION 13.5 Repayment to Company................................................................. 69
</TABLE>
- -----------------
NOTE: This Table of Contents shall not, for any purpose, be deemed to be a
part of the Indenture.
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<PAGE> 10
INDENTURE
THIS INDENTURE, is dated as of June 1, 1997 between A. H. Belo
Corporation, a Delaware corporation (herein called the "Company") and The Chase
Manhattan Bank, a New York banking corporation as Trustee (herein called the
"Trustee").
RECITALS:
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 collectively
called the "Securities" or in the singular, a "Security"), to be issued in one
or more series as in this Indenture provided.
All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of any
series thereof, as follows:
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 1.1 Definitions.
For all purposes of this Indenture and any indenture supplemental
hereto, 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 as of the date of this Indenture;
(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 such computation; and
<PAGE> 11
(4) the words "herein," "hereof" and "hereunder" and other words
of similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.
Certain terms, used principally in Article Six, are defined in that
Article.
"Act," when used with respect to any Holder, has the meaning specified
in Section 1.4.
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Assistant Secretary" means any Assistant Secretary, Vice President,
General Counsel, or any Deputy General Counsel of the Company; provided
however, that no Person signing any document required to be signed by at least
two officers of the Company pursuant to the terms of this Indenture may sign in
both the capacity of Assistant Secretary and such other capacity.
"Authenticating Agent" means, with respect to the Securities of any
series, any Person authorized by the Trustee to act on behalf of the Trustee to
authenticate the Securities of such series.
"Board of Directors" means either the board of directors of the
Company or a duly authorized committee of such board, including but not limited
to, the Special Finance Committee or any successor committee thereto.
"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" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in the City of Dallas,
State of Texas or The City of New York, State of New York, are authorized or
obligated by law or regulation to close.
"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934,
or, if at any time after the execution of this instrument such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.
"Company" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.
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<PAGE> 12
"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 President
and Chief Executive Officer, or a Vice President, and by its Treasurer, an
Assistant Treasurer, its Controller, an Assistant Controller, its Secretary or
an Assistant Secretary, and delivered to the Trustee.
"Consolidated Subsidiary" means at any date any Subsidiary the
accounts of which are consolidated with those of the Company as of such date
for public financial reporting purposes.
"Consolidated Net Tangible Assets" has the meaning specified in
Section 10.7.
"Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered
which office at the date of this Indenture is located at The Chase Manhattan
Bank, 450 West 33rd Street, New York, New York 10001, Attention: Global Trust
Services or at any other time at such other address as the Trustee may
designate from time to time by notice to the Company and the Holders.
"Corporation" includes corporations, associations, business trusts,
joint stock companies, limited liability companies, joint ventures, general
partnerships and limited partnerships.
"Currency" means Dollars or Foreign Currency.
"Depository" means unless otherwise specified by the Company pursuant
to either Sections 2.3 or 3.1, with respect to Securities of any series
issuable or issued as a Global Security, The Depository Trust Company, New
York, New York, or any successor thereto registered under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation.
"Discharged" has the meaning specified in Section 13.2.
"Dollar" or "$" means the currency of the United States that at the
time of payment is legal tender for the payment of public and private debts.
"ECU" means the European Currency Unit as defined and revised from
time to time by the Council of the European Communities.
"European Communities" means the European Economic Community, the
European Coal and Steel Community and the European Atomic Energy Community.
"Event of Default" has the meaning specified in Section 5.1.
3
<PAGE> 13
"Fixed Rate Security" means a Security which provides for the payment
of interest at a fixed rate.
"Floating Rate Security" means a Security which provides for the
payment of interest at a variable rate determined periodically by reference to
an interest rate index specified pursuant to Section 3.1.
"Foreign Currency" means a currency issued by the government of any
country other than the United States or a composite currency the value of which
is determined by reference to the values of the currencies of any group of
countries.
"Funded Debt" has the meaning specified in Section 10.8.
"Global Security" means a Security issued to evidence all or a part of
any series of Securities which is executed by the Company and authenticated and
delivered by the Trustee to the Depository or pursuant to the Depository's
instruction, all in accordance with this Indenture and pursuant to a Company
Order, which shall be registered as to principal and interest in the name of
the Depository or its nominee.
"Holder" means a Person in whose name a Security is registered in the
Security Register.
"Indebtedness" has the meaning specified in Section 10.7.
"Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 3.1.
"Maturity," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal or, in the
case of an Original Issue Discount Security, the principal amount payable upon
a declaration of acceleration pursuant to Section 5.2, becomes due and payable
as therein or herein provided, whether at the Stated Maturity or by declaration
of acceleration, call for redemption or otherwise.
"Mortgage" has the meaning specified in Section 10.7.
"Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President, or a Vice President, and by the Treasurer, an
Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or
an Assistant Secretary, of the Company, and delivered to the Trustee.
"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company.
4
<PAGE> 14
"Original Issue Discount" shall have the same meaning as such term is
given in Section 1273 of the Internal Revenue Code of 1986, as amended, or any
successor provision thereto.
"Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
the declaration of acceleration of the Maturity thereof pursuant to Section
5.2.
"Outstanding", when used with respect to Securities or any series of
Securities, means, as of the date of determination, all Securities or all
Securities of such series, as the case may be, theretofore authenticated and
delivered under this Indenture, except:
(i) Securities theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;
(ii) Securities, or portions thereof, 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; and
(iii) Securities which have been paid pursuant to Section 3.6
or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any
such Securities in respect of which there shall have been presented to
the Trustee proof satisfactory to it that such Securities are held by
a bona fide purchaser in whose hands such Securities are valid
obligations of the Company; provided, however, that in determining
whether the Holders of the requisite principal amount of 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 to such date
pursuant to Section 5.2, (b) if, as of such date, the principal amount
payable at the Stated Maturity of a Security is not determinable, then
the principal amount of such Security which shall be deemed to be
Outstanding shall be the amount as specified or determined as
contemplated shall be the amount as specified or determined as
contemplated by Section 3.1, (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 3.1, 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)
5
<PAGE> 15
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 fully protected in relying
upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Securities which a Responsible
Officer (as hereinafter defined) of the Trustee actually 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.
"Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company.
"Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof.
"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security, and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.
"Principal Property" means any manufacturing or printing plant,
distribution center, warehouse, office building, television station or
transmission facility owned by the Company or any Restricted Subsidiary or any
other property or right owned by or granted to the Company or any Restricted
Subsidiary and used or held for use in the newspaper or television business
conducted by the Company or any Restricted Subsidiary, except for any such
property or right which in the opinion of the Board of Directors of the
Company, as set forth in a Board Resolution adopted in good faith, is not of
material importance to the total business conducted by the Company and its
Restricted Subsidiaries considered as one enterprise.
"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.
"Responsible Officer", when used with respect to the Trustee, means
any officer assigned to the Corporate Trust Office, including any managing
director, vice president, assistant vice president, assistant treasurer,
assistant secretary or any other officer of the
6
<PAGE> 16
Trustee customarily performing functions similar to those performed by any of
the above designated officers and having direct responsibility for the
administration of this Indenture, and also, with respect to a particular
matter, any other officer, to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.
"Restricted Subsidiary" has the meaning specified in Section 10.7.
"Sale and Lease-Back Transaction" has the meaning specified in Section
10.8.
"Securities" or "Security" has the meaning stated in the first recital
of this Indenture and more particularly means any Securities or Security
authenticated and delivered under this Indenture.
"Security Register" has the meaning specified in Section 3.5.
"Significant Subsidiary" has the meaning specified in Section 5.1.
"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 an amount equal to the principal of
such Security or an installment of principal thereof or interest thereon 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.
"Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
with respect to one or more series of Securities pursuant to the applicable
provisions of this Indenture, and thereafter "Trustee" shall mean and include
each Person who is then a Trustee hereunder, and if at any time there is more
than one such Person, "Trustee" shall mean and include each such Person, and
"Trustee," as used with respect to the Securities of any series, shall mean the
Trustee with respect to Securities of that series.
"Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed, except as provided
in Section 9.5.
"United States" means the United States of America (including the
District of Columbia), its territories, its possessions and other areas subject
to its jurisdiction.
7
<PAGE> 17
"United States Alien" means any person who, for United States Federal
income tax purposes, is a foreign corporation, a nonresident alien individual,
a nonresident fiduciary of a foreign estate or trust, or a foreign partnership
one or more members of which is, for United States Federal income tax purposes,
a foreign corporation, a nonresident alien individual or a nonresident alien
fiduciary of a foreign estate or trust.
"U.S. Government Obligations" has the meaning specified in Section
13.2.
"Value" has the meaning set forth in Section 10.8.
"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 1.2 Compliance Certificates and Opinions.
Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate
or opinion need be furnished.
Every certificate (other than any Officers' Certificate delivered
pursuant to Section 10.9) or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:
(1) a statement that each individual signing such certificate
or opinion has read such 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.
8
<PAGE> 18
SECTION 1.3 Form of Documents Delivered to Trustee.
In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.
Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, 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 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.
Any certificate or opinion of an officer or opinion of counsel may be
based, insofar as it relates to any accounting matters, upon a certificate or
opinion of, or representations by, an accountant or firm of accountants in the
employ of the Company, unless such officer or counsel, as the case may be,
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such accounting matters are
erroneous. Any certificate or opinion of any independent firm of public
accountants filed with and directed to the Trustee shall contain a statement
that such firm is independent.
Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.
SECTION 1.4 Acts of Holders.
(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by a specified percentage of Holders of one or more series then Outstanding may
be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such specified percentage of Holders in person or by an
agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments is or 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
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appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.1) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of 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 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.
(c) The ownership of Securities shall be proved by the Security
Register.
(d) The Company may fix a record date for the purpose of
determining the identity of the Holders entitled to participate in any Act
authorized or permitted under this Indenture, which record date shall be the
later of (i) 10 days prior to the first solicitation of the written instruments
required for such Act or (ii) the date of the most recent list of Holders
furnished to the Trustee prior to such solicitation pursuant to Section 7.1. If
such a record date is fixed, the Persons who were the Holders of the Securities
of the affected series at the close of business on such record date (or their
duly authorized proxies) shall be the only Persons entitled to execute written
instruments with respect to such Act, or to revoke any written instrument
previously delivered, whether or not such Persons shall continue to be Holders
of the Securities of such series after such record date. No such written
instrument shall be valid or effective for more than 150 days after such record
date.
(e) 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.
SECTION 1.5 Notices, Etc., to Trustee and Company.
Any request, demand, authorization, direction, notice, consent, waiver
or other Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,
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(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,
or
(2) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage
prepaid, to the Company addressed to the attention of its Secretary at
P.O. Box 655237, Dallas, Texas 75265-5237, or at any other address
previously furnished in writing to the Trustee by the Company.
Any such Act or other document shall be in the English language.
SECTION 1.6 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, and not earlier than the earliest date, prescribed for
the giving of such notice provided, however, that, in any case, any notice to
Holders of Floating Rate Securities regarding the determination of a periodic
rate of interest, if such notice is required pursuant to Section 3.1, shall be
sufficiently given if given in the manner specified pursuant to Section 3.1. 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 1.7 Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts with the duties
imposed by the Trust Indenture Act, the imposed duties shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provisions shall
be deemed to apply to this Indenture as so modified or excluded, as the case
may be.
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SECTION 1.8 Effect of Headings and Table of Contents.
The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.
SECTION 1.9 Successors and Assigns.
All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.
SECTION 1.10 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 1.11 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 1.12 Governing Law.
This Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York except as may be otherwise
required by mandatory provisions of law.
SECTION 1.13 Legal Holidays.
Unless otherwise specified pursuant to Section 3.1, in any case where
the due date of interest on or principal of any Security or the date fixed for
redemption of any Security shall not be a Business Day then (notwithstanding
any other provision of this Indenture or of the Securities) payment of interest
or principal (and premium, if any) need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on such due date or Redemption Date; provided that no interest shall
accrue for the period from and after such prior date.
SECTION 1.14 Incorporators, Stockholders, Officers and Directors Exempt from
Individual Liability.
No recourse under or upon any obligation, covenant or agreement
contained in this Indenture, or in any Security, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, as such, or against
any past, present or future stockholder, officer
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or director, as such, of the Company or of any successor, either directly or
through the Company or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the Holders thereof
and as part of the consideration for the issue of the Securities.
ARTICLE II
SECURITY FORMS
SECTION 2.1 Forms Generally.
The Securities of each series shall be in substantially the form or
forms (including global 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 any law or with any rules made
pursuant thereto or with any rules of any securities exchange or all as may,
consistently herewith, be determined by the officers executing such Securities
to be necessary or appropriate, as evidenced by their execution of the
Securities. 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 together with a true and correct copy of the form of the Securities of
such series approved by or pursuant to such Board Resolution shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by
Section 3.3 for the authentication and delivery of such Securities.
The definitive Securities shall be printed, lithographed, or engraved
on steel engraved borders, or word processed or may be produced in any other
manner, provided, that such method is permitted by the rules of any securities
exchange on which such securities may be listed, all as determined by the
officers executing such Securities, as evidenced by their execution of such
Securities.
SECTION 2.2 Form of Trustee's Certificate of Authentication.
The Trustee's certificate of authentication on all Securities shall be
in substantially the following form:
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This is one of the Securities of the series designated pursuant to the
within-mentioned Indenture.
- ------------------------------------- ------------------------------------
as Trustee as Trustee
OR
By: By:
---------------------------------- ---------------------------------
Authorized Officer As Authenticating Agent
By:
----------------------------
Authorized Officer
SECTION 2.3 Securities Issuable in the Form of a Global Security.
(a) If the Company shall establish pursuant to Section 3.1 that
the Securities of a particular series are to be issued in whole or in part in
the form of one or more Global Securities, then the Company shall execute and
the Trustee shall, in accordance with Section 3.3 and the Company Order
delivered to the Trustee thereunder, authenticate and deliver, such Global
Security or Securities, which (i) shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of, the Outstanding
Securities of such series to be represented by such Global Security or
Securities, (ii) shall be registered in the name of the Depository for such
Global Security or Securities or its nominee, (iii) shall be delivered by the
Trustee to the Depository or pursuant to the Depository's instruction and (iv)
shall bear a legend substantially to the following effect: 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.
(b) Notwithstanding any other provision of this Section 2.3 or
of Section 3.5, unless otherwise provided in the Global Security, a Global
Security may be transferred, in whole but not in part and in the manner
provided in Section 3.5, only to the Depository or another nominee of the
Depository for such Global Security, or to a successor Depository for such
Global Security selected or approved by the Company or to a nominee of such
successor Depository. Except as provided below, owners solely of beneficial
interests in a Global Security shall not be entitled to receive physical
delivery of the Securities
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represented by such Global Security and will not be considered the Holders
thereof for any purpose under the Indenture.
(c) (i) If at any time the Depository for a Global Security
notifies the Company that it is unwilling or unable to continue as Depository
for such Global Security or if at any time the Depository for the Securities
for such series shall no longer be eligible or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, the Company shall appoint a successor Depository with respect to
such Global Security. If a successor Depository for such Global Security is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company's election pursuant to
Section 3.1(16) shall no longer be effective with respect to such Global
Security and the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of individual Securities of
such series in exchange for such Global Security, will authenticate and deliver
individual Securities of such series of like tenor and terms in definitive form
in an aggregate principal amount equal to the principal amount of the Global
Security in exchange for such Global Security.
(ii) The Company may at any time and in its sole discretion
determine that the Securities of any series issued or issuable in the form of
one or more Global Securities shall no longer be represented by such Global
Security or Securities. In such event the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Securities of such series in exchange in whole or in part for such
Global Security, will authenticate and deliver individual Securities of such
series of like tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of such Global Security or Securities
representing such series in exchange for such Global Securities or Securities.
(iii) A Global Security will also be exchangeable if there
shall have occurred and is continuing an Event of Default or an event which,
with the giving of notice or lapse of time or both, would constitute an Event
of Default with respect to the Securities of such series represented by such
Global Security. In such event the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of individual
Securities of such series in exchange in whole or in part for such Global
Security, will authenticate and deliver individual Securities of such series of
like tenor and terms in definitive form in an aggregate principal amount equal
to the principal amount of such Global Security or Securities representing such
series in exchange for such Global Securities or Securities.
(iv) If specified by the Company pursuant to Section 3.1
with respect to Securities issued or issuable in the form of a Global Security,
the Depository for such Global Security may surrender such Global Security in
exchange in whole or in part for individual Securities of such series of like
tenor and terms in definitive form on such terms as are acceptable to the
Company and such Depository. Thereupon the Company shall
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execute, and the Trustee shall authenticate and deliver, without service
charge, (1) to each Person specified by such Depository a new Security or
Securities of the same series of like tenor and terms and of any authorized
denominations as requested by such Person or the Depository in aggregate
principal amount equal to and in exchange for such Person's beneficial interest
in the Global Security; and (2) to such Depository a new Global Security of
like tenor and terms and in a denomination equal to the difference, if any,
between the principal amount of the surrendered Global Security and the
aggregate principal amount of Securities delivered to Holders thereof.
(v) Upon issuance, all Securities with identical terms and
held by the Depository on behalf of its participants will be represented by one
Global Security and be deposited with the Depository and registered in the name
of a nominee of the Depository. The Company may request the Trustee at any time
to consolidate two or more outstanding Global Securities having identical terms
and for which interest has been paid to the same date.
(vi) In any exchange provided for in any of the preceding
five paragraphs, the Company will execute and the Trustee will authenticate and
deliver individual fully registered Securities in authorized denominations,
provided that the definitive Securities so issued in exchange for a Global
Security shall be in denominations of $100,000 and any aggregate principal
amount and tenor as the portion of such Global Security to be exchanged, and
provided further that, unless the Company agrees otherwise, Securities in
certificated registered form will be issued in exchange for a Global Security,
or any portion thereof, only if such Securities in certificated registered form
were requested by written notice to the Trustee or the Securities Registrar by
or on behalf of a person who is beneficial owner of an interest thereof given
through the Holder hereof. Except as provided above, owners of beneficial
interest in a Global Security will not be entitled to receive physical delivery
of Securities in certificated registered form and will not be considered the
Holders thereof for any purpose under the Indenture. 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. Upon the exchange of a Global Security
for individual Securities, such Global Security shall be cancelled by the
Trustee. Securities issued in exchange for a Global Security pursuant to this
Section 2.3 shall be registered in such names and in such authorized
denominations as the Depository for such Global Security, pursuant to the
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the persons
in whose names such Securities are so registered.
(vii) Members in and participants of the Depository shall
have no rights under the Indenture with respect to any Global Security held on
their behalf by a Depository, and such Depository may be treated by the
Company, the trustee and any agent of the Company or the Trustee as the owner
of such Global Security for all purposes whatsoever.
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(d) Any Company Order delivered pursuant to Section 3.3 by the
Company with respect to the authentication, exchange, endorsement or delivery
or redelivery of a Global Security shall be in writing, signed by any one of
the officers enumerated under the definition of "Company Order" contained in
Section 1.1 or by any officer authorized by a previously delivered Company
Order, but need not comply with Section 1.2 and need not be accompanied by an
Opinion of Counsel.
ARTICLE III
THE SECURITIES
SECTION 3.1 Amount Unlimited; Issuable in Series.
The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.
The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto,
prior to the initial issuance of Securities of any series:
(1) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities);
(2) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of the series pursuant to Sections 2.3, 3.4,
3.5, 3.6, 9.6 or 11.7 and except for Securities which, pursuant to
Section 3.3 are deemed never to have been authenticated and
delivered);
(3) the date or dates on which or periods during which the
Securities of the series may be issued and the date or dates on which
or the range of dates within which the principal of (and premium, if
any, on) the Securities of the series are or may be payable;
(4) the rate or rates or the methods of determination thereof at
which the Securities of the series shall bear interest, if any, the
date or dates from which such interest shall accrue and the dates on
which such interest shall be payable and the record date for the
interest payable on any such interest date;
(5) the place or places, if any, in addition to the City of New
York, where, subject to Section 10.2, the principal of (and premium,
if any) and interest on
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Securities of the series shall be payable, any Securities of the
series may be surrendered for registration of transfer, Securities of
the series may be surrendered for exchange and notices and demands to
or upon the Company in respect of the Securities of the series and
this Indenture may be served;
(6) the period or periods within which or the dates on which,
the price or prices at which and the terms and conditions upon which
Securities of the series may be redeemed, in whole or in part, at the
option of the Company and/or the method by which such period or
periods, dates, price or prices and terms and conditions shall be
determined;
(7) the obligation, if any, of the Company to redeem, purchase
or repay Securities of the series pursuant to any sinking fund or
analogous provisions or at the option of a Holder thereof and the
period or periods within which, the price or prices at which and the
terms and conditions upon which Securities of the series shall be
redeemed or purchased or repaid, in whole or in part, pursuant to such
obligation and/or the method by which such period or periods, price or
prices or terms and conditions shall be determined;
(8) provisions, if any, for the defeasance of Securities of
the series;
(9) if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which Securities of the series
shall be issuable;
(10) if other than the principal amount thereof, the portion of
the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the maturity thereof
pursuant to Section 5.2 or the method by which such portion shall be
determined; and
(11) if other than Dollars, the Foreign Currency in which
Securities of the series shall be denominated, or in which payment of
the principal of (and premium, if any) and interest on the Securities
of the series may be made or the method by which such Foreign Currency
shall be determined;
(12) if the principal of (and premium, if any) or interest on
Securities of the series are to be payable, at the election of the
Company or a Holder thereof, in a Currency other than that in which
the Securities are denominated or stated to be payable without such
election, the periods within which and the terms and conditions upon
which, such election may be made and the time and the manner of
determining the exchange rate between the Currency in which the
Securities are denominated or payable without such election and the
Currency in which the Securities are to be paid if such election is
made;
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(13) if the amount of payments of principal of (and premium, if
any) or interest on the Securities of the series may be determined
with reference to an index including, but not limited to, an index
based on a Currency or Currencies other than that in which the
Securities are payable, or any other type of index, the manner in
which such amounts shall be determined;
(14) if the Securities of the series are denominated or payable
in a Foreign Currency, any other terms concerning the payment of
principal of (premium, if any) or any interest on such Securities
(including the Currency or Currencies of payment thereof);
(15) any additions to or changes in the Events of Default or
covenants provided for with respect to Securities of the series or any
Events of Default or covenants herein specified which shall not be
applicable to the Securities of the series;
(16) whether the Securities of the series shall be issued in
whole or in part in the form of a Global Security or Securities; the
terms and conditions, if any, upon which such Global Security or
Securities may be exchanged in whole or in part for other individual
Securities or for other Global Securities; and the Depository for such
Global Security or Securities;
(17) whether the Securities of the series are to be issuable in
definitive form (whether upon original issuance or upon exchange of a
Temporary Security of the series) only upon receipt of certain
certificates or other documents or satisfaction of other conditions,
and, if so, the form and terms of such certificates, documents or
conditions;
(18) if the Company will pay additional amounts on any of the
Securities and coupons, if any, of the series to any Holder who is a
United States Alien (including any modification in the definition of
such term), in respect of any tax, assessment or governmental charge
withheld or deducted, under what circumstances and with what
procedures and documentation the Company will pay such additional
amounts, whether such additional amount will be treated as interest or
principal pursuant to this Indenture, and whether the Company will
have the option to redeem such Securities rather than pay additional
amounts (and the terms of any such option);
(19) any terms applicable to Original Issue Discount, if any,
including the rate or rates at which such Original Issue Discount, if
any, shall accrue;
(20) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture).
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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 such Board Resolution and set forth in such Officers' Certificate
or in any such indenture supplemental hereto. All Securities of any series need
not be issued at the same time and may be issued from time to time, consistent
with the terms of this Indenture, if so provided by or pursuant to such Board
Resolution and set forth in such Officers' Certificate or in any such indenture
supplemental hereto.
At the option of the Company, interest on the Securities of any series
that bears interest may be paid by mailing a check to the address of the person
entitled thereto as such address shall appear in the Security Register.
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'
Certificate setting forth the terms of the series.
SECTION 3.2 Denominations.
The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 3.1. In the absence of any such provisions 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 and shall be payable
only in Dollars.
SECTION 3.3 Execution, Authentication, Delivery and Dating.
The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President, or one of its Vice Presidents, under its
corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Vice Presidents' 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 and subject to the provisions hereof shall
authenticate and deliver such Securities. If the form or terms of the
Securities of the series have been established in or pursuant to one or more
Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such
Securities, and
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accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel
stating that:
(1) all instruments furnished by the Company to the Trustee in
connection with the authentication and delivery of such Securities
conform to the requirements of this Indenture and constitute
sufficient authority hereunder for the Trustee to authenticate and
deliver such Securities;
(2) the form of such Securities has been established in
conformity With the provisions of this Indenture;
(3) the terms of such Securities have been established in
conformity with the provisions of this Indenture;
(4) in the event that the form or terms of such Securities have
been established in a supplemental indenture, the execution and
delivery of such supplemental indenture have been duly authorized by
all necessary corporate action of the Company, such supplemental
indenture has been duly executed and delivered by the Company and,
assuming due authorization, execution and delivery by the Trustee, is
a valid and binding obligation enforceable against the Company in
accordance with its terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally and
subject, as to enforce ability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity
or at law);
(5) the execution and delivery of such Securities have been duly
authorized by all necessary corporate action of the Company and such
Securities have been duly executed by the Company and, assuming due
authentication by the Trustee and delivery by the Company, are the
valid and binding obligations of the Company enforceable against the
Company in accordance with their terms, entitled to the benefit of the
Indenture, subject to applicable bankruptcy, insolvency and similar
laws affecting creditors' rights generally and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law); and
(6) the amount of Outstanding Securities of such series,
together with the amount of such Securities, does not exceed any limit
established under the terms of this Indenture on the amount of
Securities of such series that may be authenticated and delivered.
In the event that all Securities of a series are not issued at the
same time, the Trustee shall authenticate and deliver the Securities of such
series executed and delivered by the Company for original issuance upon receipt
of an order of the Company (which need not
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comply with Section 1.2 hereof), signed by an officer or employee of the
Company identified to the Trustee in an Officers' Certificate, if the Trustee
has previously received the Company Order and Opinion of Counsel referred to in
the third paragraph of this Section 3.3 with respect to the issuance of any
Securities of such series.
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.
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 and is entitled to
the benefits of this Indenture.
SECTION 3.4 Temporary Securities.
Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed, word processed 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 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 a like principal amount of
definitive Securities of the same series of authorized denominations. 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.
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SECTION 3.5 Registration, Registration of Transfer and Exchange.
The Company or the Trustee shall keep a register (the "Security
Register") in which, subject to such reasonable regulations as the Company or
the Trustee may prescribe, the Company or the Trustee shall provide for the
registration of Securities and of transfers of Securities.
Upon surrender for registration of transfer of any Security of any
series at the office or agency designated by the Company 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 a like aggregate
principal amount.
At the option of the Holder, subject to Section 2.3, Securities of any
series may be exchanged for other Securities of the same series, of any
authorized denominations and of a like 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 or any registrar with respect to such series of
Securities, 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 or the Trustee 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 3.4, 9.6 or 11.7 not
involving any transfer.
The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
11.3 and ending at the close of business on the day of such mailing, or (ii) 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.
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None of the Company, the Trustee, any Paying Agent or the Securities
Registrar will have any responsibility or liability for any aspect of the
Depository's records relating to or payment made on account of beneficial
ownership interests in a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
SECTION 3.6 Mutilated, Destroyed, Lost and Stolen Securities.
If any mutilated Security is surrendered to the Company or 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 upon the Company's written
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security 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.
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SECTION 3.7 Payment of Interest; Interest Rights Preserved.
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 record date (as hereinafter defined) for such
interest notwithstanding the cancellation of such Security upon the
registration of transfer or exchange subsequent to the record date and prior to
such interest payment date; provided, however, that if and to the extent that
the Company shall default in the payment of the interest due on such interest
payment date, such defaulted interest shall be paid to the Persons in whose
names outstanding Securities are registered at the close of business on a
subsequent record date established by notice given by mail by and on behalf of
the Company to the Holders of Securities not less than fifteen days preceding
such subsequent record date, such record date to be not less than ten days
preceding the date of payment of such defaulted interest. The term "record
date" as used in this Section 3.7 with respect to any regular interest payment
date shall mean such day preceding such interest payment date as may have been
established as the record date with respect to an interest payment date for
Securities of such series in a Board Resolution in accordance with Section 3.1
hereof. The Company may also make payment of any defaulted interest in any
other lawful manner not inconsistent with the requirements of any securities
exchange in which the 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 sentence, such manner of payment shall
be deemed practicable by the Trustee.
SECTION 3.8 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 premium, if
any) and (subject to Section 3.7) 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 3.9 Cancellation.
All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it; provided, however, that if surrendered
to any Authenticating Agent, such Securities shall be promptly cancelled by
such Authenticating Agent and forwarded to the Trustee. The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all Securities so delivered shall be promptly
cancelled by the
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Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities held by the Trustee shall be
disposed of as directed by a Company Order; provided that the Trustee shall not
be required to dispose of securities in a manner deemed impracticable by the
Trustee.
SECTION 3.10 Computation of Interest.
Except as otherwise specified as contemplated by Section 3.1 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year of twelve 30-day months.
SECTION 3.11 Currency of Payments in Respect of Securities.
(a) Except as otherwise specified pursuant to Section 3.1,
payment of the principal of (and premium, if any) and interest on Securities of
any series will be made in Dollars.
(b) For purposes of any provision of the indenture where the
Holders of Outstanding Securities may perform an Act which requires that a
specified percentage of the Outstanding Securities of all series perform such
Act and for purposes of any decision or determination by the Trustee of amounts
due and unpaid for the principal (and premium, if any) and interest on the
Securities of all series in respect of which moneys are to be disbursed
ratably, the principal of (and premium, if any) and interest on the Outstanding
Securities denominated in a Foreign Currency will be the amount in Dollars
based upon exchange rates determined as specified pursuant to Section 3.1 for
Securities of such series, as of the date for determining whether the Holders
entitled to perform such Act have performed it, or as of the date of such
decision or determination by the Trustee, as the case may be.
SECTION 3.12 Judgments.
The Company may provide pursuant to Section 3.1 for Securities of any
series that the obligation, if any, of the Company to pay the principal of (and
premium, if any) and interest on the Securities of any series in a Foreign
Currency or Dollars (the "Designated Currency") as may be specified pursuant to
Section 3.1 is of the essence and thereby agree that, to the fullest extent
possible under applicable law, judgments in respect of such Securities shall be
given in the Designated Currency. In such event, the obligation of the Company
to make payments in the Designated Currency of the principal of (and premium,
if any) and interest on such Securities shall, notwithstanding any payment in
any other Currency (whether pursuant to a judgment or otherwise), be discharged
only to the extent of the amount of the Designated Currency that the Holder
receiving such payment may, in accordance with normal banking procedures,
purchase with the sum paid in such other Currency (after any premiums and cost
of exchange) on the Business Day in the country of
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issue of the Designated Currency immediately following the day on which such
Holder receives such payment. If the amount in the Designated Currency that may
be so purchased for any reason falls short of the amount originally due, the
Company shall pay such additional amounts as may be necessary to compensate for
such shortfall, and any obligation of the Company not discharged by such
payment shall be due as a separate and independent obligation and, until
discharged as provided herein, shall continue in full force and effect.
ARTICLE IV
SATISFACTION AND DISCHARGE
SECTION 4.1 Satisfaction and Discharge of Indenture.
This Indenture, with respect to the Securities of any series (if all
series issued under this Indenture are not to be affected), 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 3.6 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 10.3) have been delivered to the Trustee for
cancellation; or
(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) if the Securities of such series are denominated and
payable only in Dollars (except as provided pursuant to Section
3.1) and such Securities 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
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Company, and the Company, in the case of (i), (ii) or (iii)
above, has deposited or caused to be deposited with the Trustee
as trust funds in trust for the purpose an amount in Dollars
(except as provided pursuant to Section 3.1) sufficient to pay
and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) 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.
In the event there are Securities of two or more series hereunder, the Trustee
shall be required to execute an instrument acknowledging satisfaction and
discharge of this Indenture only if requested to do so with respect to
Securities of all series as to which it is Trustee and if the other conditions
thereto are met. In the event there are two or more Trustees hereunder, then
the effectiveness of any such instrument shall be conditioned upon receipt of
such instruments from all Trustees hereunder.
Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7, the obligations of
the Trustee to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 10.3 shall survive.
SECTION 4.2 Application of Trust Money.
Subject to the provisions of the last paragraph of Section 10.3, all
money deposited with the Trustee pursuant to Section 4.1 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 premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.
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ARTICLE V
REMEDIES
SECTION 5.1 Events of Default.
"Event of Default," wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):
(1) default in the payment of any interest upon any Security
of that series when it becomes due and payable, and continuance of
such default for a period of 30 days; or
(2) default in the payment of the principal of (or premium,
if any, on) any Security of that series when due and payable as
therein or herein provided whether at its maturity or upon
acceleration, redemption or otherwise; 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 5.1 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 60 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 failure to pay when due any indebtedness for money
borrowed (including indebtedness under Securities other than that
series) with a principal amount then outstanding in excess of
$20,000,000 under any mortgage, indenture or instrument under which
any such indebtedness is issued or secured (including the Indenture),
or any other default which results in the acceleration of maturity of
such indebtedness, unless such indebtedness or acceleration shall have
been discharged or annulled within 10 days after due notice by the
Trustee or by Holders of at least 10% in principal amount of the
Outstanding Securities of that series; or
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(6) the entry by a court having jurisdiction in the premises
of (A) a decree or order for relief in respect of the Company or any
Significant Subsidiary in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law now or hereafter in effect or (B) a decree or order
adjudging the Company or any Significant Subsidiary a bankrupt or
insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in
respect of the Company or any Significant Subsidiary under any
applicable Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official
of the Company or a Significant Subsidiary 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
(7) the commencement by the Company or any Significant
Subsidiary of a voluntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other
similar law now or hereafter in effect or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent
by the Company or any Significant Subsidiary to the entry of a decree
or order for relief in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law now or hereafter in effect or to the commencement of
any bankruptcy or insolvency case or proceeding against the Company or
any Significant Subsidiary, or the filing by the Company or any
Significant Subsidiary of a petition or answer or consent seeking
reorganization or relief under any applicable Federal or State law now
or hereafter in effect, or the consent by the Company or any
Significant Subsidiary to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or similar official of the
Company or any Significant Subsidiary or of any substantial part of
the property of the Company or any Significant Subsidiary, or the
making by the Company or any Significant Subsidiary of an assignment
for the benefit of creditors, or the Company or any Significant
Subsidiary shall fail generally to pay its debts as they become due,
or the taking of corporate action by the Company or any Significant
Subsidiary in furtherance of any such action; or
(8) any other Event of Default provided with respect to
Securities of that series.
For purposes of this Section 5.1 the term "Significant Subsidiary"
shall mean any Subsidiary (i) which, as of the close of the fiscal year of the
Company immediately preceding the date of any determination hereunder,
contributed more than 10% of the consolidated net operating revenues of the
Company and its Consolidated Subsidiaries, or (ii) the total net tangible
assets of which as of the close of such immediately preceding fiscal year
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exceeded 10% of the Consolidated Net Tangible Assets of the Company and its
Consolidated Subsidiaries.
SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.
If an Event of Default with respect to Securities of any series at the
time Outstanding (other than an Event of Default specified in Section 5.01(6)
or (7)), occurs and is continuing, then in every such case, unless the
principal of all of the Securities of such series shall have already become due
and payable, the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal
amount (or, in the case of certain Securities which provide for less than the
entire principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to this Section 5.2, such portion
of the principal amount as may be specified in the terms of that series of
Securities) and the interest accrued thereon of all of the Securities of that
series to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) and interest accrued thereon shall
become immediately due and payable. If an Event of Default specified in Section
5.01(6) or (7) occurs and is continuing, the principal amount (or portion
thereof) of all the Securities of that series shall become and be immediately
due and payable without any declaration or other act on the part of the Trustee
or any Holders.
At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if
(1) the Company has paid or deposited with the Trustee a sum
in the Currency in which such Securities are denominated (except as
otherwise provided pursuant to Section 3.1) 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 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
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(D) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel; and
(2) all Events of Default with respect to Securities of that
series, other than the nonpayment of the principal of Securities of
that series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.13.
No such rescission shall affect any subsequent default or impair any right
consequent thereon.
For all purposes under this Indenture, if a portion of the principal
of any Original Issue Discount Securities shall have been accelerated and
declared due and payable pursuant to the provisions hereof, then, from and
after such declaration, unless such declaration shall have been rescinded and
annulled, the principal amount of such Original Issue Discount Securities shall
be deemed, for all purposes hereunder, to be such portion of the principal
thereof as shall be due and payable as a result of such declaration; and
payment of the portion of the principal thereof as shall have become due and
payable as a result of such declaration, together with interest, if any,
thereon and all other amounts owing thereunder, shall constitute payment in
full of such Original Issue Discount Securities.
SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.
The Company covenants that if:
(1) default is made in the payment of any interest on any
Security when such interest becomes due and payable and such default
continues for a period of 30 days;
(2) default is made in the payment of the principal of (or
premium, if any, on) any Security when due and payable whether at its
maturity or upon acceleration, redemption or otherwise; or
(3) default is made in the deposit of any sinking fund
payment when and as due by the terms of any Security,
then 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 premium, if any) and interest, interest on
any overdue principal (and premium, if any) and, to the extent that payment of
such interest shall be legally enforceable, interest 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
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collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.
If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.
If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series
by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.
SECTION 5.4 Trustee May File Proofs of Claim.
In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Company, or any other obligor upon
the Securities or the property of the Company, or of such other obligor or
their creditors, the Trustee (irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise:
(1) to file and prove a claim for the whole amount of
principal (and premium, if any) and interest owing and unpaid in
respect of the Securities and to file such other papers or documents
as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel) and of the Holders allowed in such judicial proceeding, and
(2) 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
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compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 6.7.
Subject to the provisions of Article Eight of this Indenture, nothing
herein contained 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.
SECTION 5.5 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.
In any proceeding brought by the Trustee (and also in any proceeding
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
Holders of the Securities in respect to which action was taken, and it shall
not be necessary to make any Holders of such Securities parties to any such
proceedings.
SECTION 5.6 Application of Money Collected.
Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, 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
6.7;
SECOND: To the payment of the amounts then due and unpaid for
principal of (and premium, if any) 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 premium, if any) and interest,
respectively; and
THIRD: To the Company.
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SECTION 5.7 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 custodian, liquidator, assignee,
sequestrator, receiver, trustee, or other similar official, or for any other
remedy hereunder, unless:
(1) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the
Securities of that series;
(2) the Holders of not less than 25% in aggregate 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
indemnity satisfactory to it against the costs, expenses and
liabilities to be incurred by the Trustee 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 such
Holder or Holders of any other series, or to obtain or to seek to obtain
priority or preference over any other such Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal
and ratable benefit of all such Holders.
SECTION 5.8 Unconditional Right of Holders to Receive Principal, Premium and
Interest.
Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 3.7) interest on such Security on the due dates expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.
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SECTION 5.9 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 5.10 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 3.6, 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 5.11 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 bylaw
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.
SECTION 5.12 Control by Holders.
The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that
(1) such direction shall not be in conflict with any rule of
law or with this Indenture,
(2) the Trustee shall have determined that the action so
directed would not be unjustly prejudicial to the Holders of any
Securities of any series with respect to which the Trustee is the
Trustee not taking part in such direction,
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(3) the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction, and
(4) the Trustee shall be indemnified as hereinafter provided.
SECTION 5.13 Waiver of Past Defaults.
The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series 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 premium, if any)
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 5.14 Undertaking for Costs.
All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the
Trustee for any action taken, suffered or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made
by such party litigant; but the provisions of this Section shall not apply to
any suit instituted by the Trustee, to any suit instituted by any Holder, or
group of Holders, holding in the aggregate more than 10% in principal amount of
the Outstanding Securities of any series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if
any) or interest on any Security on or after the due dates expressed in such
Security (or, in the case of redemption, on or after the Redemption Date).
SECTION 5.15 Waiver of Stay or Extension Laws.
The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or
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advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the exercise of any power herein granted to
the Trustee, but will suffer and permit the exercise of every such power as
though no such law had been enacted.
SECTION 5.16 Duty to Accelerate.
The Trustee shall be under no duty to accelerate the debt hereunder or
to institute any proceedings unless a Responsible Officer of the Trustee
actually knows of an Event of Default hereunder.
ARTICLE VI
THE TRUSTEE
SECTION 6.1 Certain Duties and Responsibilities.
(a) Except during the continuance of an Event of Default with
respect to Securities of any series of which a Responsible Officer of the
Trustee has actual knowledge,
(1) the Trustee undertakes to perform, with respect to
Securities of such series, such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee;
and
(2) in the absence of bad faith on its part, the Trustee
may, with respect to Securities of such series, conclusively rely,
and will be fully protected in so relying as to the truth of the
statements and the correctness of the opinions expressed therein,
upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but in the case of any such
certificates or opinions which by any provisions hereof are
specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Indenture.
(b) In case an Event of Default with respect to Securities of
any series of which a Responsible Officer of the Trustee has actual knowledge
has occurred and is continuing, the Trustee shall exercise, with respect to
Securities of such series, such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.
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(c) No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that
(1) this Subsection shall not be construed to limit the
effect of Subsection (a) of this Section;
(2) the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it shall
be proved that the Trustee was negligent in ascertaining the
pertinent facts;
(3) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of a majority in principal amount
of the Outstanding Securities of any series pursuant to the
provisions of Section 5.12 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Indenture with respect to the Securities of such series; and
(4) no provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or
indemnity satisfactory to it against such risk or liability is not
assured to it.
(d) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.
SECTION 6.2 Notice of Defaults.
Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series, as their names and addresses appear
in the Security Register, notice of such default hereunder known to the
Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal
of (or premium, if any) or interest 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 directors or Responsible Officers of the Trustee
in good faith determine that the withholding of such notice is in the interest
of the Holders of Securities of such series. 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.
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SECTION 6.3 Certain Rights of Trustee.
Subject to the provisions of Section 6.1:
(1) the Trustee may rely conclusively and shall be fully 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 conclusively upon an Officers'
Certificate;
(4) before the Trustee acts or refrains from acting, the Trustee
may consult with counsel and the 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 satisfactory to it 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 matters of fact 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;
(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
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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; and
(8) except for (i) a default under Sections 5.1 (1), (2) or (3)
hereof or (ii) any other event of which the Trustee has "actual
knowledge" and which event, with the giving of notice or the passage
of time or both, would constitute an Event of Default under this
Indenture, the Trustee shall not be deemed to have notice of any
default or Event of Default with respect to Securities of any series
at the time Outstanding unless specifically notified in writing of
such event by the Company or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series; as used
herein, the term "actual knowledge" means the actual fact or state of
knowing, without any duty to make any investigation with regard
thereto.
SECTION 6.4 Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the
Trustee's certificate of authentication, shall be taken as the statements of
the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities. The
Trustee or any Authenticating Agent shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.
SECTION 6.5 May Hold Securities.
The Trustee, any Authenticating Agent, any Paying Agent 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 6.8 and 6.13, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent or such agent.
SECTION 6.6 Money Held in Trust.
Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law and except as otherwise
provided herein. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Company.
SECTION 6.7 Compensation and Reimbursement.
The Company agrees:
(1) to pay to the Trustee from time to time reasonable
compensation in Dollars for all services rendered by it hereunder
(which compensation shall not be
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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 in Dollars 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, its officers, directors, employees
and agents for, and to hold them harmless against, any loss, liability
or expense incurred without negligence or bad faith on their 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.
SECTION 6.8 Disqualification; Conflicting Interests.
If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, an 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 with respect to
Securities of more than one series.
SECTION 6.9 Corporate Trustee Required; Eligibility.
There shall at all times be a Trustee hereunder with respect to each
series of Securities which shall be eligible to serve in such capacity under
the Trust Indenture Act and having a combined capital and surplus (with its
direct parent) of at least $50,000,000. If such corporation or other Person
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 corporation or other
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. Neither the Company nor any
Person directly or indirectly controlling, controlled by or under common
control with the Company shall serve as Trustee. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
6.9, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.
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SECTION 6.10 Resignation and Removal; Appointment of Successor.
(a) No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article shall become effective until
the acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.
(b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to such series.
(c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and to the Company.
(d) If at any time:
(1) the Trustee shall fail to comply with Section 6.8(a)
after written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Security of the series as to which the
Trustee has a conflicting interest for at least six months, or
(2) the Trustee shall cease to be eligible under Section 6.9
and shall fail to resign after written request therefor by the Company
or by any such Holder, or
(3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of
its property shall be appointed or any public officer shall take
charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation,
then, in any such case, (i) the Company by a Board Resolution may
remove the Trustee with respect to all Securities, or (ii) subject to
Section 5.14, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee with respect to all Securities and the
appointment of a successor Trustee or Trustees.
(e) If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the
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Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee
may be appointed with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders of Securities of such series and
accepted appointment in the manner required by Section 6.11, 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.
(f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid,
to all Holders of Securities of such series as their names and addresses appear
in the Security Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.
SECTION 6.11 Acceptance of Appointment by Successor.
(a) In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on 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.
(b) In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the
Company, the retiring
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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, that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and that no Trustee shall be responsible
for any act or failure to act on the part of any other Trustee hereunder; 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, such retiring Trustee shall with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates
have no further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture and shall have no liability for the acts or omissions of any
successor trustee, 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, to the extent
contemplated by such supplemental indenture, the property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.
(c) Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.
(d) No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.
SECTION 6.12 Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or
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consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all 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 6.13 Preferential Collection of Claims Against Company.
If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).
SECTION 6.14 Appointment of Authenticating Agent.
At any time when any of the Securities remain Outstanding 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 exchange, registration of
transfer or partial redemption thereof or pursuant to Section 3.6 and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Whenever 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 by an Authenticating Agent and a certificate of
authentication executed 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 (together with its direct parent) 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 6.14, 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 6.14, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 6.14.
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
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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 6.14, without
the execution or filing of any paper or any further act on the part of the
Trustee or 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 mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all 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 6.14.
The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 6.14, and the
Trustee shall be entitled to be reimbursed for such payments.
The provisions of Sections 3.08, 6.04 and 6.05 shall be applicable to
each Authenticating Agent.
Pursuant to each appointment made under this Section 6.14, the
Securities of each series covered by such appointment 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 herein referred
to in the within-mentioned Indenture.
----------------------------------------
As Authenticating Agent
By:
----------------------------------------
Authorized Signature
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ARTICLE VII
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 7.1 Company to Furnish Trustee Names and Addresses of Holders.
The Company will furnish or cause to be furnished to the Trustee:
(1) semi-annually, not more than 15 days after each record date
with respect to a regular interest payment date for each series of
Securities, a list, in such form as the Trustee may reasonably
require, containing all the information in the possession and control
of the Company or of its paying agents regarding the names and
addresses of the Holders of such series as of such record date;
provided, however, that if Securities of any series shall have more
than two regular interest payment dates in each calendar year or shall
not bear interest, then such list with respect to such series of
Securities will be furnished to the Trustee semi-annually on such
dates as may be agreeable to the Trustee; 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; except that if the Trustee
is the sole registrar with respect to any series of Securities, no
such list need be furnished with respect to such series.
SECTION 7.2 Preservation of Information; Communications to Holders.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.1 and the names and
addresses of Holders received by the Trustee in its capacity as sole Security
Registrar, if so acting. The Trustee may destroy any list furnished to it as
provided in Section 7.1 upon receipt of a new list so furnished.
(b) If three or more Holders (herein referred to as "applicants")
apply in writing to the Trustee, and furnish to the Trustee reasonable proof
that each such applicant has owned a Security for a period of at least six
months preceding the date of such application, and such application states that
the applicants desire to communicate with other Holders with respect to their
rights under this Indenture or under the Securities and is accompanied by a
copy of the form of proxy or other communication which such applicants propose
to transmit, then the Trustee shall, within five business days after the
receipt of such application, at its election, either
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(1) afford such applicants access to the information preserved
at the time by the Trustee in accordance with Section 7.2(a), or
(2) inform such applicants as to the approximate number of
Holders whose names and addresses appear in the information preserved
at the time by the Trustee in accordance with Section 7.2(a), and as
to the approximate cost of mailing to such Holders the form of proxy
or other communication, if any, specified in such application.
If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder whose name and address appears in the
information preserved at the time by the Trustee in accordance with Section
7.2(a) a copy of the form of proxy or other communication which is specified in
such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interest of the Holders or would be in violation of applicable law. Such
written statement shall specify the basis of such opinion. If the Commission,
after opportunity for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Holders with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.
(c) Every Holder of Securities, 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
the disclosure of any such information as to the names and addresses of the
Holders in accordance with Section 7.2(b), regardless of the source from which
such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Section 7.2(b).
SECTION 7.3 Reports by Trustee.
(a) Within 60 days after June 30 of each year commencing with the year
1998, the Trustee shall transmit by mail to all Holders, as their names and
addresses appear in the Security Register, a brief report dated as of such June
30 with respect to any of the following events which may have occurred within
the previous 12 months (but if no such event has occurred within such period,
no report need be transmitted):
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(1) its eligibility under Section 6.9 and its qualifications
under Section 6.8, or in lieu thereof, if to the best of its knowledge
it has continued to be eligible and qualified under said Sections, a
written statement to such effect;
(2) the creation of or any material change to a relationship
specified in paragraphs (1) through (10) of Section 6.8(c);
(3) the character and amount of any advances (and if the Trustee
elects so to state, the circumstances surrounding the making thereof)
made by the Trustee (as such) which remain unpaid on the date of such
report, and for the reimbursement of which it claims or may claim a
lien or charge, prior to that of the Securities, on the trust estate
or on any property or funds held or collected by it as Trustee, except
that the Trustee shall not be required (but may elect) to report such
advances if such advances so remaining unpaid aggregate not more than
1/2 of 1% of the principal amount of the Securities Outstanding on the
date of such report;
(4) the amount, interest rate and maturity date of all other
indebtedness owing by the Company (or by any other obligor on the
Securities) to the Trustee in its individual capacity, on the date of
such report, with a brief description of any property held as
collateral security therefor, except an indebtedness based upon a
creditor relationship arising in any manner described in Section
6.13(b)(2), (3), (4) or (6);
(5) the property and funds, if any, physically in the possession
of the Trustee (as such) on the date of such report;
(6) any additional issue of Securities which the Trustee has not
previously reported; and
(7) any action taken by the Trustee in the performance of its
duties hereunder which it has not previously reported and which in its
opinion materially affects the Securities, or the Securities of any
series, except action in respect of a default, notice of which has
been or is to be withheld by the Trustee in accordance with Section
6.2.
(b) The Trustee shall transmit by mail to all Holders, as their names
and addresses appear in the Security Register, a brief report with respect to
the character and amount of any advances (and if the Trustee elects so to
state, the circum stances surrounding the making thereof) made by the Trustee
(as such) since the date of the last report transmitted pursuant to Subsection
(a) of this Section (or if no such report has yet been so transmitted, since
the date of execution of this instrument) for the reimbursement of which it
claims or may claim a lien or charge, prior to that of the Securities, on the
trust estate or on property or funds held or collected by it as Trustee and
which it has not previously reported pursuant to this Subsection, except that
the Trustee shall not be required
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(but may elect) to report such advances if such advances remaining unpaid at
any time aggregate 10% or less of the principal amount of the Securities
Outstanding at such time, such report to be transmitted within 90 days after
such time.
(c) 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 7.4 Reports by Company.
The Company shall:
(1) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies
of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which the Company may
be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); or, if the Company is not required to file
information, documents or reports pursuant to either of said Sections,
then it shall file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of
the Exchange Act in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in
such rules and regulations;
(2) file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission,
such additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants of this
Indenture as may be required from time to time by such rules and
regulations; and
(3) transmit by mail to all Holders, as their names and
addresses appear in the Security Register, within 30 days after the
filing thereof with the Trustee, such summaries of any information,
documents and reports required to be filed by the Company pursuant to
paragraphs (1) and (2) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.
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ARTICLE VIII
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 8.1 Company May Consolidate, Etc., Only on Certain Terms.
The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, unless:
(1) the corporation 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 organized and
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 premium, if any) and interest on all the
Securities and the due and punctual performance and observance of
every covenant and obligation of the Company under this Indenture to
be performed or observed;
(2) immediately after giving effect to such transaction, no
Event of Default, and no event which, after notice or lapse of time or
both, would become an Event of Default, shall have happened and be
continuing; and
(3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and supplemental
indenture comply with this Article and that all conditions precedent
herein provided for relating to such transaction have been complied
with.
SECTION 8.2 Successor Corporation Substituted.
Upon any consolidation of the Company with or merger of the Company
into any other corporation or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 8.1, the successor corporation 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 corporation had been named as the Company herein, and thereafter,
except in the case of a lease of its properties and assets substantially as an
entirety, the predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and the Securities.
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ARTICLE IX
SUPPLEMENTAL INDENTURES
SECTION 9.1 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 corporation 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, agreements and obligations of the
Company for the benefit of the Holders of all or any series of
Securities (and if such covenants are to be for the benefit of less
than all series of Securities, stating that such covenants are
expressly being included solely for the benefit of such series) or to
surrender any right or power herein conferred upon the Company; or
(3) to add any additional Events of Default (and if such Events
of Default are to be applicable to less than all series, stating such
Events of Default are expressly being included solely to be applicable
to 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 as to principal,
and with or without interest coupons; 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 establish the form or terms of Securities of any series
as permitted by Sections 2.1 and 3.1; or
(7) 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
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provide for or facilitate the administration of the trusts hereunder
by more than one Trustee, pursuant to the requirements of Section
6.11(b); or
(8) to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision
herein, or to make any other provisions with respect to matters or
questions arising under this Indenture which shall not be inconsistent
with the provisions of this Indenture, provided such action shall not
adversely affect the interest of the Holders of Securities of any
series in any respect.
SECTION 9.2. Supplemental Indentures with Consent of Holders.
With the consent of the Holders of at least 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 due date 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 redemption thereof, or reduce the amount of the principal of any
Security that would be due and payable upon a declaration of the
maturity thereof pursuant to Section 5.2, or change the place of
payment where, or the coin or Currency in which, any Security or any
premium or the interest thereon is denominated or payable (or, in the
case of certain Securities which provide for less than the entire
principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section 5.2, reduce
the amount of principal payable upon such a declaration of
acceleration of the maturity thereof), or impair the right to
institute suit for the enforcement of any such payment on or after the
due date thereof (or, in the case of redemption, on or after the
Redemption Date), or
(2) reduce the percentage of the 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
(3) modify any of the provisions of this Section, Section 5.13
or Section 10.10, except to increase any such percentage or to provide
that certain other
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provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected thereby.
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 9.3 Execution of Supplemental Indentures.
In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 6.1) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.
SECTION 9.4 Effect of Supplemental Indentures.
Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.
SECTION 9.5 Conformity with Trust Indenture Act.
Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.
SECTION 9.6 Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form 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
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.
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ARTICLE X
COVENANTS
SECTION 10.1 Payment of Principal, Premium and Interest.
The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.
SECTION 10.2 Maintenance of Office or Agency.
The Company will maintain in the City of New York, 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 to and
demands upon the Company in respect of the Securities of that series and this
Indenture may be served. Unless otherwise designated by the Company in a
written notice to the Trustee, such office or agency for all purposes shall be
the Corporate Trust Office of the Trustee. 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 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 in the City of New York,
and the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.
SECTION 10.3 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 (and premium, if any) 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 premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.
Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such
Paying Agent is the Trustee) the Paying Agent will promptly notify the Trustee
of the Company's action or failure so to act.
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The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:
(1) hold all sums held by it for the payment of the principal of
(and premium, if any) or interest on Securities of that series in
trust for the benefit of the Persons entitled thereto until such sums
shall be paid to such Persons or otherwise disposed of as herein
provided;
(2) give the Trustee notice of any default by the Company (or
any other obligor upon the Securities of that series) in the making of
any payment of principal (and premium, if any) or interest on the
Securities of that series; and
(3) at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent.
The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.
Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Security of any series and remaining unclaimed for
three years after such principal (and premium, if any) 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 cause to be published once, in a newspaper published
in the English language, customarily published on each Business Day and of
general circulation in the Borough of Manhattan, The City of New York, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.
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SECTION 10.4 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 and that of each Subsidiary and the rights (charter and statutory)
and franchises of the Company and its Subsidiaries; 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 its Subsidiaries
considered as a whole.
SECTION 10.5 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 and maintenance of any of such properties, or
disposing of any of them, if such discontinuance or disposal is, in the
judgment of the Board of Directors, desirable in the conduct of its business or
the business of any Subsidiary and not disadvantageous in any respect to the
Holders.
SECTION 10.6 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 material 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 and the Company shall have set aside on its books
adequate reserves with respect thereto (segregated to the extent required by
generally accepted accounting principles).
SECTION 10.7 Limitation on Indebtedness Secured by a Mortgage.
So long as the Securities of any series shall remain Outstanding, the
Company covenants and agrees that neither it nor any Restricted Subsidiary will
create, assume, guarantee or suffer to exist any Indebtedness secured by a
Mortgage on any assets of the Company or any Restricted Subsidiary unless the
Company secures or causes such Restricted Subsidiary to secure the Securities of
that series equally and ratably with, or prior to,
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such secured Indebtedness; provided, however, that this restriction shall not
apply to Indebtedness secured by:
(a) Mortgages on the property of any corporation which Mortgages
existed at the time such corporation became a Restricted Subsidiary,
(b) Mortgages in favor of the Company or a Restricted
Subsidiary,
(c) Mortgages on property of the Company or a Restricted
Subsidiary in favor of the United States of America or any State or
political subdivision thereof, or in favor of any other country or any
political subdivision thereof, to secure payment pursuant to any
contract or statute or to secure any indebtedness incurred for the
purpose of financing all or any part of the purchase price or the cost
of the construction or improvement of the property subject to such
Mortgages,
(d) Mortgages on any property hereafter acquired by the Company
or any Restricted Subsidiary, contemporaneously with such acquisition
or within 120 days thereafter, to secure or provide for the payment of
any part of the purchase price, construction or improvement of such
property, or Mortgages assumed by the Company or any Restricted
Subsidiary upon any property hereafter acquired by the Company or any
such Restricted Subsidiary which were existing at the time of such
acquisition, provided that the amount of any Indebtedness secured by
any such Mortgage created or assumed shall not exceed the cost to the
Company or such Restricted Subsidiary, as the case may be, of the
property covered by such Mortgage,
(e) Mortgages on the property of the Company or a Restricted
Subsidiary which are in existence on the date of issuance of the first
series of Securities under this Indenture,
(f) any extension, renewal or refunding (or successive
extension, renewal or refunding), in whole or in part, of any Mortgage
referred to in the foregoing clauses (a) through (e), inclusive, and
(g) any other Mortgage, other than Mortgages referred to in the
foregoing clauses (a) through (f), inclusive, so long as the aggregate
of all Indebtedness secured by Mortgages pursuant to this clause (g)
and the aggregate Value of the Sale and Lease-Back Transactions in
existence at such time (not including Sale and Lease-Back Transactions
as to which the Company has complied with Section 10.8(b)) does not
exceed 15% of Consolidated Net Tangible Assets.
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For purposes of this Section 10.7 and Section 10.8 the following terms
shall have the following meanings:
(1) "Indebtedness" means (i) long-term liabilities
representing borrowed money or purchase money obligations as shown on
the liability side of a balance sheet (other than liabilities
evidenced by obligations under leases and contracts payable for
broadcast rights), (ii) indebtedness secured by any Mortgage existing
on property owned subject to such Mortgage whether or not the
indebtedness secured thereby shall have been assumed, and (iii)
contingent obligations in respect of, or to purchase or otherwise
acquire, any indebtedness of others of the character described in
clauses (i) and (ii) above including, but not limited to, guarantees
and endorsements (other than for purposes of collection in the
ordinary course of business of any such indebtedness);
(2) "Mortgage" means and includes any mortgage, pledge,
lien, security interest, conditional sale or other title retention
agreement or other similar encumbrance;
(3) "Consolidated Net Tangible Assets" means total
consolidated assets of the Company and its Restricted Subsidiaries,
less (i) current liabilities of the Company and its Restricted
Subsidiaries, and (ii) the net book amount of all intangible assets of
the Company and its Restricted Subsidiaries.
(4) "Restricted Subsidiary" means each Subsidiary of the
Company as of the date hereof and each Subsidiary thereafter created
or acquired (unless expressly excluded by resolution of the Board of
Directors of the Company adopted before, or within 120 days following,
such creation or acquisition).
SECTION 10.8 Limitation on Sale and Lease-Back.
The Company covenants and agrees that neither it nor any Restricted
Subsidiary will enter into any arrangement with any Person (other than the
Company or a Restricted Subsidiary), or to which any Person is a party,
providing for the leasing to the Company, or a Restricted Subsidiary, for a
period, including renewals, of more than three years of any Principal Property
which has been or is to be sold or transferred by the Company or such
Restricted Subsidiary to such Person or to any other Person (other than the
Company or a Restricted Subsidiary) (in this Article Ten called a "Sale and
Lease-Back Transaction") unless either:
(a) The Company or such Restricted Subsidiary would be entitled
to create, assume, guarantee or suffer Indebtedness secured by a
Mortgage under any provision of clauses (a) through (e) of Section
10.7 or, pursuant to the provisions of Section 10.7, to incur
Indebtedness in a principal amount equal to or exceeding the Value of
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such Sale and Lease-Back Transaction, secured by a Mortgage on the
property to be leased, without equally and ratably securing the
Securities; or
(b) The Company or such Restricted Subsidiary within four months
after the effective date of such Sale and Lease-Back Transaction
(whether made by the Company or a Restricted Subsidiary), applies to
the voluntary retirement of Indebtedness of the Company (which may
include Securities, provided that any series of Securities may only be
redeemed in accordance with the terms of such series) maturing by the
terms thereof more than one year after the original creation thereof
and ranking at least pari passu with the Securities (hereinafter in
this Section called "Funded Debt") an amount equal to the greater of
(i) the net proceeds of the sale of the property subject to the Sale
and Lease-Back Transaction and (ii) the Value of such Sale and
Lease-Back Transaction, less the principal amount of Securities
delivered within four months after the effective date of such
arrangement, to the Trustee for retirement and cancellation and the
principal amount of other Funded Debt voluntarily retired by the
Company within such four-month period, excluding retirements of
Securities and other Funded Debt as a result of conversions or
pursuant to mandatory sinking fund or prepayment provisions or by
payment at maturity.
For purposes of Section 10.7 and this Section 10.8, the term "Value"
shall mean, with respect to a Sale and Lease-Back Transaction, as of any
particular time, the amount equal to the greater of (1) the net proceeds of the
sale or transfer of the property leased pursuant to such Sale and Lease-Back
Transaction or (2) the fair value in the opinion of the Board of Directors of
such property at the time of entering into such Sale and Lease-Back
Transaction, in either case divided first by the number of full years of the
terms of the lease and then multiplied by the number of the full years of such
term remaining at the time of determination, without regard to any renewal or
extension options contained in the lease.
SECTION 10.9 Statement as to Compliance.
The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year, an Officers' Certificate (executed by at least the
principal executive officer, the principal financial officer or the principal
accounting officer of the Company) 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 Company's covenants and agreements contained in this
Indenture 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 10.10 Waiver of Certain Covenants.
The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 10.4 to 10.8, inclusive,
with respect to the Securities of any series if before or after the time for
such compliance the Holders of a majority in principal
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amount of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instances 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 XI
REDEMPTION OF SECURITIES
SECTION 11.1 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 3.1 for Securities of any
series) in accordance with this Article.
SECTION 11.2 Election to Redeem; Notice to Trustee.
In case of any redemption at the election of the Company of less than
all the Securities of any series, the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed. In the case
of any redemption of Securities prior to the expiration of any restriction on
such redemption provided 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.
SECTION 11.3 Selection by Trustee of Securities to Be Redeemed.
If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denominations for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series. The Trustee shall
promptly notify the Company in writing of the Securities selected for redemption
and, in the case of any Securities selected for partial redemption, the
principal amount thereof to be redeemed. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption
of Securities shall relate, in the case of any Securities redeemed or to be
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redeemed only in part, to the portion of the principal amount of such Securities
which has been or is to be redeemed.
SECTION 11.4 Notice of Redemption.
Notice of redemption shall be given 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, the identification (and, in the case of partial
redemption, the principal amounts) of the particular Securities to be
redeemed;
(4) that on the Redemption Date the Redemption Price 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 such Securities are 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 11.5 Deposit of Redemption Price.
On or 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 10.3) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be the date for an installment of interest) accrued interest on, all
the Securities which are to be redeemed on that date.
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SECTION 11.6 Securities Payable on Redemption Date.
Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, 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 installments of
interest whose due date is on or prior to the Redemption Date shall be payable
to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant record date with
respect to such installments of interest according to their terms and the
provisions of Section 3.7. If any Security called for redemption shall not be
so paid upon surrender thereof for redemption, the principal (and premium, if
any) shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.
SECTION 11.7 Securities Redeemed in Part.
Any Security which is to be redeemed only in part shall be surrendered
at a specified 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, 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 XII
SINKING FUNDS
SECTION 12.1 Applicability of Article.
The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.1 for Securities of such series.
The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment." If provided for by the
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terms of Securities of any series, the cash amount of any sinking fund payment
may be subject to reduction as provided in Section 12.2. Each sinking fund
payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series.
SECTION 12.2 Satisfaction of Sinking Fund Payments with Securities.
The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) 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 the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee
at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.
SECTION 12.3 Redemption of Securities for Sinking Fund.
Not less than 60 days prior to each sinking fund payment date for any
series of Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of the series, the portion thereof, if any, which is to
be satisfied by payment of cash in the Currency in which the Securities of such
series are denominated (except as provided pursuant to Section 3.1) and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 12.2 and, prior to or
concurrently with the delivery of such Officers' Certificate, will also deliver
to the Trustee any Securities to be so delivered. Not less than 45 days before
each 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
11.3 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 11.4. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 11.6 and 11.7.
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ARTICLE XIII
DEFEASANCE
SECTION 13.1 Applicability of Article.
If pursuant to Section 3.1 provision is made for the defeasance of
Securities of a series, and if the Securities of such series are denominated
and payable only in Dollars (except as provided pursuant to Section 3.1) then
the provisions of this Article shall be applicable except as otherwise
specified as contemplated by Section 3.1 for Securities of such series.
Defeasance provisions, if any, for Securities denominated in a Foreign Currency
may be specified pursuant to Section 3.1.
SECTION 13.2. Defeasance upon Deposit of Moneys or U.S. Government Obligations.
At the Company's option, either (a) the Company shall be deemed to
have been Discharged (as defined below) from its obligations with respect to
Securities of any series on the 91st day after the applicable conditions set
forth below have been satisfied ("Defeasance") or (b) the Company shall cease
to be under any obligation to comply with any term, provision or condition set
forth in Section 10.4, Section 10.5, Section 10.6, Section 10.7 and Section
10.8 with respect to Securities of any series (and, if so specified pursuant to
Section 3.1, any other restrictive covenant added for the benefit of such
series) ("Covenant Defeasance") at any time after the applicable conditions set
forth below have been satisfied:
(1) the Company shall have deposited or caused to be deposited
irrevocably with the Trustee as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the
Holders of the Securities of such series (i) money in an amount, or
(ii) U.S. Government Obligations (as defined below) which through the
payment of interest and principal 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 (iii) a combination of (i)
and (ii), sufficient in the opinion (with respect to (ii) and (iii))
of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee,
to pay and discharge each installment of principal (including any
mandatory sinking fund payments) of, and interest on, the Outstanding
Securities of such series on the respective Stated Maturities thereof.
(2) if the Securities of such series are then listed on the New
York Stock Exchange or any other securities exchange, the Company
shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Company's exercise of its option under this Section
would not cause such Securities to be delisted;
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(3) no Event of Default or event (including such deposit) which,
with notice or lapse of time, or both, would become an Event of
Default with respect to the Securities of such series shall have
occurred and be continuing on the date of such deposit or, with regard
to any such event specified in Sections 5.1(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);
(4) the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that Holders of the Securities of such series
will not recognize income, gain or loss for Federal income tax
purposes as a result of the Company's exercise of its option under
this Section and will be subject to Federal income tax on the same
amount and in the same manner and at the same times as would have been
the case if such option had not been exercised, and, in the case of
the Securities of such series being Discharged, accompanied by a
ruling to that effect received from or published by the Internal
Revenue Service.
(5) 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).
(6) 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.
(7) 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.
(8) The Company shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant
Defeasance have been complied with.
"Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities of such series and to have satisfied all the obligations under this
Indenture relating to the Securities of such series (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except (A) the rights of Holders of Securities of such series to receive
payment of the principal of and the interest on such Securities when such
payments are due, (B) the Company's obligations with respect to the Securities
of such series under Sections 3.5, 3.6, 10.2 and 13.3, (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder, and (D) this Article.
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"U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America or the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which in either case
under clauses (i) or (ii) are not callable or redeemable at the option of the
issuer thereof, and shall also include a depository receipt issued by a bank or
trust company as custodian with respect to any such U.S. Government Obligation
or a specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of interest on or principal
of the U.S. Government Obligation evidenced by such depository receipt.
SECTION 13.3. Deposited Moneys and U.S. Government Obligations to Be Held
in Trust.
All moneys and U.S. Government Obligations deposited with the Trustee
pursuant to Section 13.2 in respect of Securities of a series shall be held in
trust and applied by it, 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 for principal (premium, if any) and interest, if any, but such money
need not be segregated from other funds except to the extent required by law.
SECTION 13.4 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 13.2 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 Agency is permitted to apply all money
held in trust pursuant to Section 13.3 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.
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SECTION 13.5 Repayment to Company.
The Trustee and any Paying Agent shall promptly pay or return to the
Company upon Company Request any money or U.S. Government Obligations held by
them at any time that are not required for the payment of the principal of
(premium, if any) and interest on the Securities of any series for which money
or U.S. Government Obligations have been deposited pursuant to Section 13.2.
The provisions of the last paragraph of Section 10.3 shall apply to
any money held by the Trustee or any Paying Agent under this Article that
remains unclaimed for two years after the Maturity of any series of Securities
for which money or U.S. Government obligations have been deposited pursuant to
Section 13.2.
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.
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.
A. H. BELO CORPORATION
By: /s/ DUNIA A. SHIVE
----------------------------------
Name: Dunia A. Shive
-------------------------------
Title: Vice President/Finance
-------------------------------
Attest: /s/ MARIAN SPITZBERG
-------------------------------
Name: Marian Spitzberg
--------------------------------
Title: Vice President/Deputy
--------------------------------
General Counsel
--------------------------------
THE CHASE MANHATTAN BANK, Trustee
By: /s/ J. ADAMIS
----------------------------------
Name: J. Adamis
-------------------------------
Title: Second Vice President
-------------------------------
Attest: /s/ JOHN T. NEEDHAM, JR.
-------------------------------
Name: John T. Needham, Jr.
--------------------------------
Title: Assistant Secretary
--------------------------------
June 11, 1997
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EXHIBIT 4.6(2)(a)
No. 1 $200,000,000
A. H. BELO CORPORATION
6-7/8% SENIOR NOTE DUE JUNE 1, 2002
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.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PRINCIPAL AMOUNT: Two Hundred Million Dollars ($200,000,000)
MATURITY DATE: June 1, 2002
DATED DATE: June 13, 1997
INTEREST RATE: 6-7/8%
CUSIP: 080555AC9
INTEREST PAYMENT DATES: June 1 and December 1, commencing December 1, 1997
REGULAR RECORD DATES: May 15 and November 15
<PAGE> 2
A. H. Belo Corporation, a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $200,000,000 Dollars on June 1, 2002 and to pay interest
thereon from June 1, 1997 semi-annually on June 1 and December 1 in each year
(herein, an "Interest Payment Date"), commencing December 1, 1997, at the rate
of 6-7/8% per annum, until the principal hereof is paid or made available for
payment. 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 is registered at the close of business on
the Regular Record Date for such interest, which shall be the May 15 or
November 15 (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 is
registered at the close of business on a special record date (a "Special Record
Date") to be fixed by the Company for the payment of such defaulted interest,
notice whereof shall be given to Holders of Securities of this series not less
than 15 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in New York, New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that 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.
Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
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 June 1, 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, all indentures
supplemental thereto or Board Resolutions with respect thereto for a statement
of the respective rights, limitations or 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,
limited in aggregate principal amount to $250,000,000.
The Securities of this series are subject to redemption prior to the
Stated Maturity upon not less than 30 days' notice by mail, at any time, as a
whole or in part, at the election of the Company, at a redemption price equal
to the greater of (i) 100% of the principal amount of such Securities or (ii)
as determined by an Independent Investment Banker (as defined below), the sum
of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Yield plus ten (10) basis points, plus, in each case, accrued interest thereon
to the date of redemption.
"Treasury Yield" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed
-2-
<PAGE> 3
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such Securities.
"Comparable Treasury Price" means, with respect to any redemption
date, (A) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal reserve
bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (B) if such release (or any successor release) is not
published or does not contain such prices on such business day, (I) the average
of the five Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such reference Treasury Dealer
Quotations, or (II) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such Quotations.
"Independent Investment Banker" means Morgan Stanley & Co.
Incorporated or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee.
"Reference Treasury Dealer" means (i) Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Merrill Lynch,
Pierce Fenner & Smith Incorporated and Salomon Brothers Inc and their
respective successors, provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by
the Trustee after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of the Securities to be
redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Securities or
portions thereof called for redemption.
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.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or of certain restrictive covenants with
respect to this Security, in each case upon compliance with certain conditions
set forth in the Indenture.
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.
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 at least 50% in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of at least 50% in
-3-
<PAGE> 4
aggregate 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 25% in aggregate
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
aggregate 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 designated by the Company for Securities of this series, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company or any registrar with respect to Securities of this
series duly executed by, the Holder hereof or its 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.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security is overdue, and none of
the Company, the Trustee or any such agent shall be affected by notice to the
contrary.
The Securities shall be governed by and construed in accordance with
the laws of the State of New York.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
-4-
<PAGE> 5
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: June 13, 1997
A. H. BELO CORPORATION
By: /s/ DUNIA A. SHIVE
-------------------------------
Name: Dunia A. Shive
-----------------------------
Title: Vice President/Finance
-----------------------------
Attest: /s/ MARIAN SPITZBERG
--------------------------
Name: Marian Spitzberg
-----------------------------
Title: Vice President/ Deputy
----------------------------
General Counsel
----------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the securities of the series designated herein referred
to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: /s/ J. ADAMIS
-------------------------------------
Authorized Officer
-5-
<PAGE> 6
FORM OF ASSIGNMENT
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--______________________ Custodian __________________________
(Cust) (Minor)
under Uniform Gifts to Minors Act ____________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
------------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please insert Social Security or
other identifying number of assignee
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing __________________________________ attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.
Dated:
-------------------------------------
Notice: The signature to this assignment
must correspond with the name as
written on the face of the within
instrument in every particular,
without alteration or enlargement,
or any change whatever.
-6-
<PAGE> 1
EXHIBIT 4.6(2)(b)
No. 2 $50,000,000
A. H. BELO CORPORATION
6-7/8% SENIOR NOTE DUE JUNE 1, 2002
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.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PRINCIPAL AMOUNT: Fifty Million Dollars ($50,000,000)
MATURITY DATE: June 1, 2002
DATED DATE: June 13, 1997
INTEREST RATE: 6-7/8%
CUSIP: 080555AC9
INTEREST PAYMENT DATES: June 1 and December 1, commencing December 1, 1997
REGULAR RECORD DATES: May 15 and November 15
<PAGE> 2
A. H. Belo Corporation, a corporation duly organized and existing under
the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $50,000,000 Dollars on June 1, 2002 and to pay interest
thereon from June 1, 1997 semi-annually on June 1 and December 1 in each year
(herein, an "Interest Payment Date"), commencing December 1, 1997, at the rate
of 6-7/8% per annum, until the principal hereof is paid or made available for
payment. 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 is registered at the close of business on
the Regular Record Date for such interest, which shall be the May 15 or
November 15 (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 is
registered at the close of business on a special record date (a "Special Record
Date") to be fixed by the Company for the payment of such defaulted interest,
notice whereof shall be given to Holders of Securities of this series not less
than 15 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in New York, New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that 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.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
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 June 1, 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, all indentures
supplemental thereto or Board Resolutions with respect thereto for a statement
of the respective rights, limitations or 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,
limited in aggregate principal amount to $250,000,000.
The Securities of this series are subject to redemption prior to the
Stated Maturity upon not less than 30 days' notice by mail, at any time, as a
whole or in part, at the election of the Company, at a redemption price equal
to the greater of (i) 100% of the principal amount of such Securities or (ii)
as determined by an Independent Investment Banker (as defined below), the sum
of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Yield plus ten (10) basis points, plus, in each case, accrued interest thereon
to the date of redemption.
"Treasury Yield" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed
-2-
<PAGE> 3
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such Securities.
"Comparable Treasury Price" means, with respect to any redemption date,
(A) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal reserve
bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (B) if such release (or any successor release) is not
published or does not contain such prices on such business day, (I) the average
of the five Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such reference Treasury Dealer
Quotations, or (II) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such Quotations.
"Independent Investment Banker" means Morgan Stanley & Co. Incorporated
or, if such firm is unwilling or unable to select the Comparable Treasury
Issue, an independent investment banking institution of national standing
appointed by the Trustee.
"Reference Treasury Dealer" means (i) Morgan Stanley & Co. Incorporated,
Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce Fenner &
Smith Incorporated and Salomon Brothers Inc and their respective successors,
provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury
Dealer, and (ii) any other Primary Treasury Dealer selected by the Trustee
after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of the Securities to be
redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Securities or
portions thereof called for redemption.
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.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or of certain restrictive covenants with
respect to this Security, in each case upon compliance with certain conditions
set forth in the Indenture.
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.
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 at least 50% in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of at least 50% in
-3-
<PAGE> 4
aggregate 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 25% in aggregate
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
aggregate 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 designated by the Company for Securities of this series, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company or any registrar with respect to Securities of this
series duly executed by, the Holder hereof or its 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.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security is overdue, and none of the Company,
the Trustee or any such agent shall be affected by notice to the contrary.
The Securities shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
-4-
<PAGE> 5
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: June 13, 1997
A. H. BELO CORPORATION
By: /s/ DUNIA A. SHIVE
--------------------------
Name: Dunia A. Shive
-------------------------
Title: Vice President/Finance
------------------------
Attest: /s/ MARIAN SPITZBERG
----------------------------
Name: Marian Spitzberg
------------------------------
Title: Vice President/Deputy of
-----------------------------
General Counsel
-----------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the securities of the series designated herein referred
to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: /s/ J. ADAMIS
---------------------------
Authorized Officer
-5-
<PAGE> 6
FORM OF ASSIGNMENT
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT-- ______________________ Custodian __________________________
(Cust) (Minor)
under Uniform Gifts to Minors Act _____________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
----------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please insert Social Security or
other identifying number of assignee
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ___________________________________ attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.
Dated:
-------------------------------
Notice: The signature to this assignment must
correspond with the name as written on the
face of the within instrument in every
particular, without alteration or
enlargement, or any change whatever.
-6-
<PAGE> 1
EXHIBIT 4.6(3)(a)
No. 1 $200,000,000
A. H. BELO CORPORATION
7-1/8% SENIOR NOTE DUE JUNE 1, 2007
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.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PRINCIPAL AMOUNT: Two Hundred Million Dollars ($200,000,000)
MATURITY DATE: June 1, 2007
DATED DATE: June 13, 1997
INTEREST RATE: 7-1/8%
CUSIP: 080555AD7
INTEREST PAYMENT DATES: June 1 and December 1, commencing December 1, 1997
REGULAR RECORD DATES: May 15 and November 15
<PAGE> 2
A. H. Belo Corporation, a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $200,000,000 Dollars on June 1, 2007 and to pay interest
thereon from June 1, 1997 semi-annually on June 1 and December 1 in each year
(herein, an "Interest Payment Date"), commencing December 1, 1997, at the rate
of 7-1/8% per annum, until the principal hereof is paid or made available for
payment. 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 is registered at the close of business on
the Regular Record Date for such interest, which shall be the May 15 or
November 15 (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 is
registered at the close of business on a special record date (a "Special Record
Date") to be fixed by the Company for the payment of such defaulted interest,
notice whereof shall be given to Holders of Securities of this series not less
than 15 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in New York, New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that 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.
Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
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 June 1, 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, all indentures
supplemental thereto or Board Resolutions with respect thereto for a statement
of the respective rights, limitations or 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,
limited in aggregate principal amount to $300,000,000.
The Securities of this series are subject to redemption prior to the
Stated Maturity upon not less than 30 days' notice by mail, at any time, as a
whole or in part, at the election of the Company, at a redemption price equal
to the greater of (i) 100% of the principal amount of such Securities or (ii)
as determined by an Independent Investment Banker (as defined below), the sum
of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Yield plus fifteen (15) basis points, plus, in each case, accrued interest
thereon to the date of redemption.
"Treasury Yield" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed
-2-
<PAGE> 3
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such Securities.
"Comparable Treasury Price" means, with respect to any redemption
date, (A) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal reserve
bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (B) if such release (or any successor release) is not
published or does not contain such prices on such business day, (I) the average
of the five Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such reference Treasury Dealer
Quotations, or (II) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such Quotations.
"Independent Investment Banker" means Morgan Stanley & Co.
Incorporated or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee.
"Reference Treasury Dealer" means (i) Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Merrill Lynch,
Pierce Fenner & Smith Incorporated and Salomon Brothers Inc and their
respective successors, provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by
the Trustee after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of the Securities to be
redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Securities or
portions thereof called for redemption.
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.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or of certain restrictive covenants with
respect to this Security, in each case upon compliance with certain conditions
set forth in the Indenture.
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.
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 at least 50% in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of at least 50% in
-3-
<PAGE> 4
aggregate 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 25% in aggregate
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
aggregate 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 designated by the Company for Securities of this series, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company or any registrar with respect to Securities of this
series duly executed by, the Holder hereof or its 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.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security is overdue, and none of
the Company, the Trustee or any such agent shall be affected by notice to the
contrary.
The Securities shall be governed by and construed in accordance with
the laws of the State of New York.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
-4-
<PAGE> 5
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: June 13, 1997
A. H. BELO CORPORATION
By: /s/ DUNIA A. SHIVE
-------------------------------------
Name: Dunia A. Shive
----------------------------------
Title: Vice President/Finance
---------------------------------
Attest: /s/ MARIAN SPITZBERG
-----------------------------
Name: Marian Spitzberg
------------------------------
Title: Vice President/Deputy
-----------------------------
General Counsel
-----------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the securities of the series designated herein referred
to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: /s/ J. ADAMIS
-------------------------------------
Authorized Officer
-5-
<PAGE> 6
[FORM OF ASSIGNMENT]
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--_____________________________ Custodian ___________________
(Cust) (Minor)
under Uniform Gifts to Minors Act _____________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
---------------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please insert Social Security or
other identifying number of assignee
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing __________________________________ attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.
Dated:
--------------------------------------
Notice: The signature to this assignment must
correspond with the name as written on
the face of the within instrument in
every particular, without alteration or
enlargement, or any change whatever.
-6-
<PAGE> 1
EXHIBIT 4.6(3)(b)
No. 2 $100,000,000
A. H. BELO CORPORATION
7-1/8% SENIOR NOTE DUE JUNE 1, 2007
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.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PRINCIPAL AMOUNT: One Hundred Million Dollars ($100,000,000)
MATURITY DATE: June 1, 2007
DATED DATE: June 13, 1997
INTEREST RATE: 7-1/8%
CUSIP: 080555AD7
INTEREST PAYMENT DATES: June 1 and December 1, commencing December 1, 1997
REGULAR RECORD DATES: May 15 and November 15
<PAGE> 2
A. H. Belo Corporation, a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $100,000,000 Dollars on June 1, 2007 and to pay interest
thereon from June 1, 1997 semi-annually on June 1 and December 1 in each year
(herein, an "Interest Payment Date"), commencing December 1, 1997, at the rate
of 7-1/8% per annum, until the principal hereof is paid or made available for
payment. 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 is registered at the close of business on
the Regular Record Date for such interest, which shall be the May 15 or
November 15 (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 is
registered at the close of business on a special record date (a "Special Record
Date") to be fixed by the Company for the payment of such defaulted interest,
notice whereof shall be given to Holders of Securities of this series not less
than 15 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in New York, New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that 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.
Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
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 June 1, 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, all indentures
supplemental thereto or Board Resolutions with respect thereto for a statement
of the respective rights, limitations or 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,
limited in aggregate principal amount to $300,000,000.
The Securities of this series are subject to redemption prior to the
Stated Maturity upon not less than 30 days' notice by mail, at any time, as a
whole or in part, at the election of the Company, at a redemption price equal
to the greater of (i) 100% of the principal amount of such Securities or (ii)
as determined by an Independent Investment Banker (as defined below), the sum
of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Yield plus fifteen (15) basis points, plus, in each case, accrued interest
thereon to the date of redemption.
"Treasury Yield" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed
-2-
<PAGE> 3
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such Securities.
"Comparable Treasury Price" means, with respect to any redemption
date, (A) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal reserve
bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (B) if such release (or any successor release) is not
published or does not contain such prices on such business day, (I) the average
of the five Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such reference Treasury Dealer
Quotations, or (II) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such Quotations.
"Independent Investment Banker" means Morgan Stanley & Co.
Incorporated or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee.
"Reference Treasury Dealer" means (i) Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Merrill Lynch,
Pierce Fenner & Smith Incorporated and Salomon Brothers Inc and their
respective successors, provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by
the Trustee after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of the Securities to be
redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Securities or
portions thereof called for redemption.
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.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or of certain restrictive covenants with
respect to this Security, in each case upon compliance with certain conditions
set forth in the Indenture.
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.
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 at least 50% in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of at least 50% in
-3-
<PAGE> 4
aggregate 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 25% in aggregate
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
aggregate 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 designated by the Company for Securities of this series, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company or any registrar with respect to Securities of this
series duly executed by, the Holder hereof or its 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.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security is overdue, and none of
the Company, the Trustee or any such agent shall be affected by notice to the
contrary.
The Securities shall be governed by and construed in accordance with
the laws of the State of New York.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
-4-
<PAGE> 5
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: June 13, 1997
A. H. BELO CORPORATION
By: /s/ DUNIA A. SHIVE
------------------------------------
Name: Dunia A. Shive
----------------------------------
Title: Vice President/Finance
---------------------------------
Attest: /s/ MARIAN SPITZBERG
----------------------------
Name: Marian Spitzberg
------------------------------
Title: Vice President/Deputy
-----------------------------
General Counsel
-----------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the securities of the series designated herein referred
to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: /s/ J. ADAMIS
-----------------------------------
Authorized Officer
-5-
<PAGE> 6
[FORM OF ASSIGNMENT]
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--_____________________________ Custodian ___________________
(Cust) (Minor)
under Uniform Gifts to Minors Act _____________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
-----------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please insert Social Security or
other identifying number of assignee
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing __________________________________ attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.
Dated:
---------------------------------------
Notice: The signature to this assignment
must correspond with the name as
written on the face of the within
instrument in every particular,
without alteration or enlargement,
or any change whatever.
-6-
<PAGE> 1
EXHIBIT 4.6(4)
No. 1 $200,000,000
A. H. BELO CORPORATION
7-3/4% SENIOR DEBENTURE DUE JUNE 1, 2027
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.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PRINCIPAL AMOUNT: Two Hundred Million Dollars ($200,000,000)
MATURITY DATE: June 1, 2027
DATED DATE: June 13, 1997
INTEREST RATE: 7-3/4%
CUSIP: 080555AE5
INTEREST PAYMENT DATES: June 1 and December 1, commencing December 1, 1997
REGULAR RECORD DATES: May 15 and November 15
<PAGE> 2
A. H. Belo Corporation, a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $200,000,000 Dollars on June 1, 2027 and to pay interest
thereon from June 1, 1997 semi-annually on June 1 and December 1 in each year
(herein, an "Interest Payment Date"), commencing December 1, 1997, at the rate
of 7-3/4% per annum, until the principal hereof is paid or made available for
payment. 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 is registered at the close of business on
the Regular Record Date for such interest, which shall be the May 15 or
November 15 (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 is
registered at the close of business on a special record date (a "Special Record
Date") to be fixed by the Company for the payment of such defaulted interest,
notice whereof shall be given to Holders of Securities of this series not less
than 15 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in New York, New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that 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.
Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
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 June 1, 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, all indentures
supplemental thereto or Board Resolutions with respect thereto for a statement
of the respective rights, limitations or 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,
limited in aggregate principal amount to $200,000,000.
The Securities of this series are subject to redemption prior to the
Stated Maturity upon not less than 30 days' notice by mail, at any time, as a
whole or in part, at the election of the Company, at a redemption price equal
to the greater of (i) 100% of the principal amount of such Securities or (ii)
as determined by an Independent Investment Banker (as defined below), the sum
of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Yield plus twenty (20) basis points, plus, in each case, accrued interest
thereon to the date of redemption.
"Treasury Yield" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed
-2-
<PAGE> 3
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such Securities.
"Comparable Treasury Price" means, with respect to any redemption
date, (A) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal reserve
bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (B) if such release (or any successor release) is not
published or does not contain such prices on such business day, (I) the average
of the five Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such reference Treasury Dealer
Quotations, or (II) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such Quotations.
"Independent Investment Banker" means Morgan Stanley & Co.
Incorporated or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee.
"Reference Treasury Dealer" means (i) Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Merrill Lynch,
Pierce Fenner & Smith Incorporated and Salomon Brothers Inc and their
respective successors, provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by
the Trustee after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of the Securities to be
redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Securities or
portions thereof called for redemption.
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.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or of certain restrictive covenants with
respect to this Security, in each case upon compliance with certain conditions
set forth in the Indenture.
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.
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 at least 50% in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of at least 50% in
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<PAGE> 4
aggregate 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 25% in aggregate
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
aggregate 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 designated by the Company for Securities of this series, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company or any registrar with respect to Securities of this
series duly executed by, the Holder hereof or its 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.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security is overdue, and none of
the Company, the Trustee or any such agent shall be affected by notice to the
contrary.
The Securities shall be governed by and construed in accordance with
the laws of the State of New York.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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<PAGE> 5
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: June 13, 1997
A. H. BELO CORPORATION
By: /s/ DUNIA A. SHIVE
-------------------------------------
Name: Dunia A. Shive
-----------------------------------
Title: Vice President/Finance
----------------------------------
Attest: /s/ MARIAN SPITZBERG
----------------------------
Name: Marian Spitzberg
------------------------------
Title: Vice President/Deputy
-----------------------------
General Counsel
-----------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the securities of the series designated herein referred
to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: /s/ J. ADAMIS
------------------------------------
Authorized Officer
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<PAGE> 6
FORM OF ASSIGNMENT
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--_____________________________ Custodian ___________________
(Cust) (Minor)
under Uniform Gifts to Minors Act _____________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
------------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please insert Social Security or
other identifying number of assignee
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing __________________________________ attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.
Dated:
--------------------------------------
Notice: The signature to this assignment
must correspond with the name as
written on the face of the within
instrument in every particular,
without alteration or enlargement,
or any change whatever.
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<PAGE> 1
EXHIBIT 4.6(5)
A. H. BELO CORPORATION
OFFICERS' CERTIFICATE PURSUANT TO
SECTION 3.1 OF THE INDENTURE
JUNE 13, 1997
The undersigned, Dunia Shive and Marian Spitzberg do hereby certify
that they are the duly appointed Vice President/Finance and Vice
President/Deputy General Counsel, respectively, of A. H. Belo Corporation, a
Delaware corporation (the "Company"). We further certify, pursuant to
resolutions of the Board of Directors and the Special Finance Committee adopted
on April 8, 1997 and June 10, 1997, respectively (copies of which are attached
hereto as Exhibit A-1 and A-2, respectively), that pursuant to Section 3.1 of
the Indenture, dated as of June 1, 1997 (the "Indenture"), between the Company
and The Chase Manhattan Bank, as Trustee, three series of debt securities of
the Company were established, each with the following respective terms and
provisions:
I. 6-7/8% SENIOR NOTES DUE 2002.
1. The title of such series of Securities shall be the "6-7/8%
Senior Notes due 2002" (the "2002 Notes"). The price at which the 2002 Notes
shall be sold to the public is 99.798%.
2. The aggregate principal amount of the 2002 Notes that may be
authenticated and delivered under the Indenture shall be $250,000,000 (except
for 2002 Notes authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other 2002 Notes pursuant to Sections 2.3, 3.4,
3.5, 3.6, 9.6 and 11.7 of the Indenture, and except for any 2002 Notes which,
pursuant to Section 3.3 of the Indenture, shall be deemed never to have been
authenticated and delivered thereunder).
3. The date on which the principal of the 2002 Notes is due and
payable, unless accelerated pursuant to the Indenture, is June 1, 2002.
4. The 2002 Notes shall bear interest at 6-7/8% per annum from
June 1, 1997. Interest shall be payable semiannually on June 1 and December 1
of each year (each, an "Interest Payment Date"), commencing December 1, 1997,
to each Person in whose name the 2002 Notes (or one or more Predecessor
Securities) are registered at the close of business on the regular record date
for such interest. The regular record dates for interest payable on the 2002
Notes shall be the May 15 or November 15 (as the case may be), whether or not a
Business Day, immediately preceding an Interest Payment Date. Interest on the
2002 Notes shall be calculated on the basis of a 360-day year of twelve 30-day
months.
<PAGE> 2
5. The 2002 Notes shall be issuable only in denominations of
$1,000 and any integral multiple thereof. Subject to any prior conditions
stated in the Indenture, the 2002 Notes shall be issued in definitive form.
6. The place or places where (a) the principal of, premium (if
any) and interest on the 2002 Notes shall be payable, (b) the 2002 Notes may be
surrendered for registration of transfer or for exchange and (c) notices may be
given to the Company in respect of the 2002 Notes, is at the office of the
Trustee, 450 W. 33rd Street, New York, NY 10001, Attention: Global Trust
Services, provided that payment of interest, other than at Maturity, may be
made, at the option of the Company, by check mailed to the address of the
person entitled thereto as such address shall appear in the Security Register.
7. The 2002 Notes are subject to redemption upon receipt of
notice by first-class mail at least 30 days and not more than 60 days prior to
the Redemption Date, at the option of the Company at any time, as a whole or in
part, at a Redemption Price equal to the greater of (i) 100% of their principal
amount or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the Redemption Date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Yield plus ten (10) basis points, plus, in each case,
accrued interest thereon to the Redemption Date.
"Treasury Yield" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the 2002 Notes that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of the 2002 Notes.
"Independent Investment Banker" means Morgan Stanley & Co.
Incorporated or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee.
"Comparable Treasury Price" means, with respect to any Redemption Date
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is
not published or does not contain such prices on such Business Day, (A) the
average of the five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee
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<PAGE> 3
obtains fewer than five such Reference Treasury Dealer Quotations, the average
of all such Quotations. "Reference Treasury Dealer Quotations" means, with
respect to each Reference Treasury Dealer and any Redemption Date, the average
as determined by the Trustee of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such Redemption Date.
"Reference Treasury Dealer" means (i) Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Merrill Lynch,
Pierce Fenner & Smith Incorporated and Salomon Brothers Inc, and their
respective successors, provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by
the Trustee after consultation with the Company.
8. The 2002 Notes are not subject to any sinking fund or
analogous provisions. The 2002 Notes will not be redeemable at the option of
the Holder thereof prior to Maturity.
9. The Company will not pay additional amounts on any of the 2002
Notes to Holders who are United States Aliens in respect of any tax, assessment
or governmental charge withheld or deducted.
10. The 2002 Notes may be purchased only in currency of the United
States and payment of principal of, premium, (if any), and interest on the 2002
Notes will only be made in currency of the United States.
11. The amount of payments of principal of, premium (if any) or
interest on any 2002 Notes may not be determined with reference to an index,
formula or other method.
12. The payment of principal of or premium (if any) or interest on
the 2002 Notes will not be payable at the option of the Company or the Holder
in any currency or currency units other than in the currency of the United
States.
13. The Events of Default and covenants specified in the Indenture
will apply to the 2002 Notes without additions or changes.
14. One hundred percent (100%) of the principal amount of the 2002
Notes will be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 5.2 of the Indenture.
15. The defeasance and covenant defeasance provisions of Article
XIII of the Indenture will apply to the 2002 Notes.
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<PAGE> 4
16. The 2002 Notes shall be issued in the form of one or more
Global Securities (the "Global 2002 Notes"). The Depository for the Global
2002 Notes shall be The Depository Trust Company, a New York corporation
("DTC"), and the Global 2002 Notes shall be registered in the name of DTC or
Cede & Co., as a nominee of DTC. Except as set forth in Sections 2.3 or 3.5 of
the Indenture, such Global 2002 Notes may only be transferred, in whole and not
in part, to the Depository or another nominee of the Depository.
17. The Trustee will initially act as the security registrar for
the 2002 Notes and as the Paying Agent with respect to the 2002 Notes.
II. 7-1/8% SENIOR NOTES DUE 2007.
1. The title of such series of Securities shall be the "7-1/8%
Senior Notes due 2007" (the "2007 Notes"). The price at which the 2007 Notes
shall be sold to the public is 99.220%.
2. The aggregate principal amount of the 2007 Notes that may be
authenticated and delivered under the Indenture shall be $300,000,000 (except
for 2007 Notes authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other 2007 Notes pursuant to Sections 2.3, 3.4,
3.5, 3.6, 9.6 and 11.7 of the Indenture, and except for any 2007 Notes which,
pursuant to Section 3.3 of the Indenture, shall be deemed never to have been
authenticated and delivered thereunder).
3. The date on which the principal of the 2007 Notes is due and
payable, unless accelerated pursuant to the Indenture, is June 1, 2007.
4. The 2007 Notes shall bear interest at 7-1/8% per annum from
June 1, 1997. Interest shall be payable semiannually on June 1 and December 1
of each year (each, an "Interest Payment Date"), commencing December 1, 1997,
to each Person in whose name the 2007 Notes (or one or more Predecessor
Securities) are registered at the close of business on the regular record date
for such interest. The regular record dates for interest payable on the 2007
Notes shall be the May 15 or November 15 (as the case may be), whether or not a
Business Day, immediately preceding an Interest Payment Date. Interest on the
2007 Notes shall be calculated on the basis of a 360-day year of twelve 30-day
months.
5. The 2007 Notes shall be issuable only in denominations of
$1,000 and any integral multiple thereof. Subject to any prior conditions
stated in the Indenture, the 2007 Notes shall be issued in definitive form.
6. The place or places where (a) the principal of, premium (if
any) and interest on the 2007 Notes shall be payable, (b) the 2007 Notes may be
surrendered for registration of transfer or for exchange and (c) notices may be
given to the Company in respect of the 2007 Notes, is at the office of the
Trustee, 450 W. 33rd Street, New York, NY 10001,
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<PAGE> 5
Attention: Global Trust Services, provided that payment of interest, other
than at Maturity, may be made, at the option of the Company, by check mailed to
the address of the person entitled thereto as such address shall appear in the
Security Register.
7. The 2007 Notes are subject to redemption upon receipt of
notice by first-class mail at least 30 days and not more than 60 days prior to
the Redemption Date, at the option of the Company at any time, as a whole or in
part, at a Redemption Price equal to the greater of (i) 100% of their principal
amount or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the Redemption Date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Yield plus fifteen (15) basis points, plus, in each
case, accrued interest thereon to the Redemption Date.
"Treasury Yield" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the 2007 Notes that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of the 2007 Notes.
"Independent Investment Banker" means Morgan Stanley & Co.
Incorporated or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee.
"Comparable Treasury Price" means, with respect to any Redemption Date
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is
not published or does not contain such prices on such Business Day, (A) the
average of the five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such Quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average as determined by the Trustee of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the Trustee by
the Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding
such Redemption Date.
-5-
<PAGE> 6
"Reference Treasury Dealer" means (i) Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Merrill Lynch,
Pierce Fenner & Smith Incorporated and Salomon Brothers Inc, and their
respective successors, provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by
the Trustee after consultation with the Company.
8. The 2007 Notes are not subject to any sinking fund or
analogous provisions. The 2007 Notes will not be redeemable at the option of
the Holder thereof prior to Maturity.
9. The Company will not pay additional amounts on any of the 2007
Notes to Holders who are United States Aliens in respect of any tax, assessment
or governmental charge withheld or deducted.
10. The 2007 Notes may be purchased only in currency of the United
States and payment of principal of, premium, (if any), and interest on the 2007
Notes will only be made in currency of the United States.
11. The amount of payments of principal of, premium (if any) or
interest on any 2007 Notes may not be determined with reference to an index,
formula or other method.
12. The payment of principal of or premium (if any) or interest on
the 2007 Notes will not be payable at the option of the Company or the Holder
in any currency or currency units other than in the currency of the United
States.
13. The Events of Default and covenants specified in the Indenture
will apply to the 2007 Notes without additions or changes.
14. One hundred percent (100%) of the principal amount of the 2007
Notes will be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 5.2 of the Indenture.
15. The defeasance and covenant defeasance provisions of Article
XIII of the Indenture will apply to the 2007 Notes.
16. The 2007 Notes shall be issued in the form of one or more
Global Securities (the "Global 2007 Notes"). The Depository for the Global
2007 Notes shall be The Depository Trust Company, a New York Corporation
("DTC"), and the Global 2007 Notes shall be registered in the name of DTC or
Cede & Co., as a nominee of DTC. Except as set forth in Sections 2.3 or 3.5 of
the Indenture, such Global 2007 Notes may only be transferred, in whole and not
in part, to the Depository or another nominee of the Depository.
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<PAGE> 7
17. The Trustee will initially act as the security registrar for
the 2007 Notes and as the Paying Agent with respect to the 2007 Notes.
III. 7-3/4% SENIOR DEBENTURES DUE 2027.
1. The title of such series of Securities shall be the "7-3/4%
Senior Debentures due 2027" (the "2027 Debentures"). The price at which the
2027 Debentures shall be sold to the public is 99.950%.
2. The aggregate principal amount of the 2027 Debentures that may
be authenticated and delivered under the Indenture shall be $200,000,000
(except for 2027 Debentures authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other 2027 Debentures pursuant
to Sections 2.3, 3.4, 3.5, 3.6, 9.6 and 11.7 of the Indenture, and except for
any 2027 Debentures which, pursuant to Section 3.3 of the Indenture, shall be
deemed never to have been authenticated and delivered thereunder).
3. The date on which the principal of the 2027 Debentures is due
and payable, unless accelerated pursuant to the Indenture, is June 1, 2027.
4. The 2027 Debentures shall bear interest at 7-3/4% per annum
from June 1, 1997. Interest shall be payable semiannually on June 1 and
December 1 of each year (each, an "Interest Payment Date"), commencing December
1, 1997, to each Person in whose name the 2027 Debentures (or one or more
Predecessor Securities) are registered at the close of business on the regular
record date for such interest. The regular record dates for interest payable
on the 2027 Debentures shall be the May 15 or November 15 (as the case may be),
whether or not a Business Day, immediately preceding an Interest Payment Date.
Interest on the 2027 Debentures shall be calculated on the basis of a 360-day
year of twelve 30-day months.
5. The 2027 Debentures shall be issuable only in denominations of
$1,000 and any integral multiple thereof. Subject to any prior conditions
stated in the Indenture, the 2027 Debentures shall be issued in definitive
form.
6. The place or places where (a) the principal of, premium (if
any) and interest on the 2027 Debentures shall be payable, (b) the 2027
Debentures may be surrendered for registration of transfer or for exchange and
(c) notices may be given to the Company in respect of the 2027 Debentures, is
at the office of the Trustee, 450 W. 33rd Street, New York, NY 10001,
Attention: Global Trust Services, provided that payment of interest, other
than at Maturity, may be made, at the option of the Company, by check mailed to
the address of the person entitled thereto as such address shall appear in the
Security Register.
7. The 2027 Debentures are subject to redemption upon receipt of
notice by first-class mail at least 30 days and not more than 60 days prior to
the Redemption Date, at the option of the Company at any time, as a whole or
in part, at a Redemption Price equal to the greater of (i) 100% of their
principal amount or (ii) the sum of the present
-7-
<PAGE> 8
values of the remaining scheduled payments of principal and interest thereon
discounted to the Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Yield plus twenty (20)
basis points, plus, in each case, accrued interest thereon to the Redemption
Date.
"Treasury Yield" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the 2027 Debentures that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining
term of the 2027 Debentures.
"Independent Investment Banker" means Morgan Stanley & Co.
Incorporated or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee.
"Comparable Treasury Price" means, with respect to any Redemption Date
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is
not published or does not contain such prices on such Business Day, (A) the
average of the five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such Quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average as determined by the Trustee of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the Trustee by
the Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding
such Redemption Date.
"Reference Treasury Dealer" means (i) Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Merrill Lynch,
Pierce Fenner & Smith Incorporated and Salomon Brothers Inc, and their
respective successors, provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by
the Trustee after consultation with the Company.
-8-
<PAGE> 9
8. The 2027 Debentures are not subject to any sinking fund or
analogous provisions. The 2027 Debentures will not be redeemable at the option
of the Holder thereof prior to Maturity.
9. The Company will not pay additional amounts on any of the 2027
Debentures to Holders who are United States Aliens in respect of any tax,
assessment or governmental charge withheld or deducted.
10. The 2027 Debentures may be purchased only in currency of the
United States and payment of principal of, premium, (if any), and interest on
the 2027 Debentures will only be made in currency of the United States.
11. The amount of payments of principal of, premium (if any) or
interest on any 2027 Debentures may not be determined with reference to an
index, formula or other method.
12. The payment of principal of or premium (if any) or interest on
the 2027 Debentures will not be payable at the option of the Company or the
Holder in any currency or currency units other than in the currency of the
United States.
13. The Events of Default and covenants specified in the Indenture
will apply to the 2027 Debentures without additions or changes.
14. One hundred percent (100%) of the principal amount of the 2027
Debentures will be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 5.2 of the Indenture.
15. The defeasance and covenant defeasance provisions of Article
XIII of the Indenture will apply to the 2027 Debentures.
16. The 2027 Debentures shall be issued in the form of one or more
Global Securities (the "Global 2027 Debentures"). The Depository for the
Global 2027 Debentures shall be The Depository Trust Company, a New York
corporation ("DTC"), and the Global 2027 Debentures shall be registered in the
name of DTC or Cede & Co., as a nominee of DTC. Except as set forth in
Sections 2.3 or 3.5 of the Indenture, such Global 2027 Debentures may only be
transferred, in whole and not in part, to the Depository or another nominee of
the Depository.
17. The Trustee will initially act as the security registrar for
the 2027 Debentures and as the Paying Agent with respect to the 2027
Debentures.
In rendering this Officers' Certificate, each of the undersigned has
read the Indenture, including Sections 1.2, 2.1, 3.1 and 3.3 thereof, and has
made such examinations and investigations which, in their opinion, are
necessary to enable them to express an informed opinion as to whether all
covenants and conditions required under the Indenture to be
-9-
<PAGE> 10
complied with or satisfied in connection with the Trustee's authentication and
delivery of the 2002 Notes, the 2007 Notes and the 2027 Debentures have been
complied with or satisfied, and in their opinion, all such covenants and
conditions have been complied with and satisfied.
Attached hereto as Exhibits B-1, B-2 and B-3 are the forms of Global
2002 Note, Global 2007 Note and Global 2027 Debenture (together, the "Global
Securities"). We further approve all of the terms and conditions set forth on
or referred to in the attached forms of Global Securities. In the event that
individual 2002 Notes, 2007 Notes or 2027 Debentures are issued in exchange for
a Global Security, the respective form of certificate evidencing individual
Securities of such series shall be in substantially the form of the respective
Global Security attached hereto, with such grammatical and other changes as are
necessary to evidence such Securities in definitive form.
We certify that attached hereto as Exhibits A-1 and A-2 are true and
correct copies of resolutions of the Board of Directors and the Special Finance
Committee adopted on April 8, 1997 and June 10, 1997, respectively.
Capitalized terms used herein that are not otherwise defined herein
shall have the meanings assigned to such terms in the Indenture.
IN WITNESS WHEREOF, the undersigned have executed this certificate
effective as of the date set forth above.
/s/ DUNIA SHIVE
----------------------------------------
Dunia Shive
/s/ MARIAN SPITZBERG
----------------------------------------
Marian Spitzberg
-10-
<PAGE> 1
Exhibit 10.3(7)
SECOND AMENDMENT
TO
A. H. BELO CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
(As Amended and Restated Effective October 1, 1989)
A. H. Belo Corporation, a Delaware corporation (the "Company"), pursuant
to authority of the Compensation Committee of the Board of Directors, adopts
the following amendment to the A. H. Belo Corporation Employee Savings and
Investment Plan (the "Plan").
Appendix A to the Plan ("Participating Employers") is amended by the
addition of the following subsidiaries of the Company, effective as of the date
indicated:
DFW Suburban Newspapers, Inc.
(As of January 1, 1997)
Executed at Dallas, Texas, this 13th day of February, 1997.
A. H. BELO CORPORATION
By /s/Michael J. McCarthy
----------------------------------
Name: Michael J. McCarthy
Title: Senior Corporate Vice President/
General Counsel and Secretary
<PAGE> 1
Exhibit 10.3(8)
THIRD AMENDMENT
TO
A. H. BELO CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
(As Amended and Restated Effective October 1, 1989)
A. H. Belo Corporation, a Delaware corporation (the "Company"), pursuant
to authority of the Compensation Committee of the Board of Directors, adopts
the following amendments to the A. H. Belo Corporation Employee Savings and
Investment Plan (the "Plan").
1. The first sentence of Section 1.8 of the Plan ("Compensation") is
amended in its entirety effective as of
January 1, 1997, to read as follows:
"Compensation" means the base pay, overtime pay, shift differential
pay, premium pay, bonuses and commissions paid to an Employee by the
Participating Employers for services performed for the Participating
Employers, excluding any other form of remuneration.
2. Section 1.8 of the Plan ("Compensation") is further amended by the
addition of the following sentence, effective as of June 2, 1997:
The annual Compensation of an Employee who is covered by a collective
bargaining agreement will also be subject to any applicable limit on the
amount of such Compensation that may be taken into account for purposes
of the Plan.
3. Section 1.31 of the Plan ("Year of Service") is amended by the
addition of the following paragraph, effective as of June 2, 1997:
An Employee who became an employee of KMOV-TV, Inc.
(formerly, Third Avenue Television, Inc.) on June 2, 1997, and who
immediately prior to that date was an employee of Viacom
Broadcasting of Missouri, Inc. ("Viacom") will receive credit for
an Hour of
<PAGE> 2
Service for each hour for which such Employee was paid
or entitled to be paid by Viacom or any affiliate of Viacom
determined in accordance with Section 1.17 and will receive credit
for his period of employment with Viacom or any affiliate of
Viacom calculated in the same manner as if it had been employment
with a Controlled Group Member.
4. The last paragraph of Section 1.31, relating to employees of
Owensboro Messenger-Inquirer, Inc., is amended by changing the date "January 5,
1996" to "January 1, 1996."
5. Section 2.1(iv) of the Plan, relating to special eligibility rules
for employees of Owensboro Messenger-Inquirer, Inc., is amended by changing the
date "January 4, 1996" to "December 31, 1995," and by changing the date
"January 5, 1996" in each place it appears to "January 1, 1996."
6. Section 2.1 of the Plan ("Eligibility to Participate") is amended
by the addition of the following paragraph, effective as of June 2, 1997:
(v) Each Employee of KMOV-TV, Inc. (formerly, Third Avenue
Television, Inc.) who on June 1, 1997, was making deferral contributions
to a section 401(k) plan of Viacom Broadcasting of Missouri, Inc. will
become a Participant as of the first payroll period beginning after June
2, 1997. Each other Employee of KMOV-TV, Inc. who on June 2, 1997, had
satisfied the age and service requirements of this Section for
eligibility to participate will become a Participant as of the first
payroll period beginning on or after July 1, 1997.
7. Article 2 of the Plan ("Participation") is amended by the addition of
the following section, effective as of December 12, 1994:
2.4 Veterans' Reemployment Rights.
(a) Service Credit. An Employee who returns to employment with a
Controlled Group Member following a period
-2-
<PAGE> 3
of Qualified Military Service (as hereinafter defined) will not be
treated as having incurred any One Year Breaks in Service because of his
period of Qualified Military Service. In addition, each period of
Qualified Military Service will, upon reemployment with a Controlled
Group Member, be deemed to be employment with such Controlled Group
Member for purposes of the Plan.
(b) Compensation. An Employee described in subsection (a) above
will be treated for Plan purposes as having received compensation from
the Controlled Group Member during each period of Qualified Military
Service equal to (i) the compensation the Employee would have received
during such period of Qualified Military Service if he were not in
Qualified Military Service, based on the rate of pay the Employee would
have received from the Controlled Group Member but for his absence during
the period of Qualified Military Service or (ii) if the compensation the
Employee would have received during his period of Qualified Military
Service is not reasonably certain, the Employee's average compensation
from the employer during the 12-month period immediately preceding the
Qualified Military Service, or if shorter, during the period of
employment immediately preceding the Qualified Military Service.
(c) Qualified Military Service. For purposes of the Plan, the
term "Qualified Military Service" means service in the uniformed services
(within the meaning of the Uniformed Services Employment and Reemployment
Rights Act ("USERRA"), provided the Employee is entitled under USERRA to
reemployment rights with a Controlled Group Member and the Employee
returns to employment with the Controlled Group Member within the period
in which such reemployment rights are guaranteed.
(d) Make-Up Contributions. Pursuant to procedures adopted from
time to time by the Committee, an Employee described in subsection (a)
above may elect additional Deferral Contributions and will receive an
allocation of additional Participating Employer matching contributions
for the period of his Qualified Military Service. Such additional
Deferral Contributions and Participating Employer matching contributions
may be made during the period beginning on the date of the Employee's
reemployment and ending on the date that is five years later or, if less,
during the period that is three times the Employee's period of Qualified
Military Service, which period will begin on the Employee's date of
reemployment. An Employee's Deferral Contributions and allocation of
Participating Employer matching contributions made pursuant to this
Section will be subject to the limitations of the
-3-
<PAGE> 4
Plan and the Code applicable to the years of the Employee's period of
Qualified Military Service, except that the Average Deferral Percentage
and Average Contribution Percentage limitations described in Article 10
will not be recalculated for such years and will be determined for the
Plan Years in which the make-up Deferral Contributions and Participating
Employer matching contributions are made without regard to such make-up
Deferral Contributions and Participating Employer matching contributions.
8. Section 3.2(a)(ii) of the Plan, relating to employer matching
contributions, is amended by the addition of the following sentence, effective
as of June 2, 1997:
Notwithstanding the foregoing, the Participating Employers will not make
a matching contribution for any Employee of KMOV-TV, Inc. who is covered
by collective bargaining agreement with the Directors Guild of America,
Inc., the International Brotherhood of Electrical Workers, Local Union
No. 4, or the United Scenic Artists, Local Union No. 829, of the
Brotherhood of Painters and Allied Trades, AFL-CIO, unless and until the
terms of such collective bargaining agreement, as amended or renewed from
time to time, permit employer matching contributions to be made. In no
event will the matching contribution made for such an Employee exceed the
amount of matching contributions permitted under such collective
bargaining agreement.
9. Section 6.1(c) of the Plan ("Participant Consent to Certain
Payments") is amended by the addition of the following provisions after the
first sentence of Section 6.1(c) effective as of January 1, 1997:
A distribution may be made less than 30 days after the Participant has
been furnished an explanation of his distribution options provided that
(i) the Committee clearly informs the Participant that he has the right
to consider whether to accept a distribution and whether to consent to a
particular form of distribution for at least 30 days after he has been
provided the relevant information, (ii) the Participant affirmatively
elects to waive the 30-day notice period and receive a distribution, and
(iii) with respect to a distribution to which Code section 417 applies,
the Participant is permitted to revoke the election and make a new
election at any time prior to the later of the date of distribution or
the expiration of the seven-day period after
-4-
<PAGE> 5
the explanation of distribution options is provided to the Participant.
10. Effective for Plan Years beginning after December 31, 1996, there are
deleted from the Plan the definition of "Family Member" in Section 10.2(l) and
the provisions referring to family members or otherwise requiring family
aggregation that appear in Sections 1.8 ("Compensation"), 10.2(n) ("Includable
Compensation"), 10.2(q) ("Nonhighly Compensated Employee") 10.2(u)
("Compensation") and 10.8(d) ("Aggregation Rules").
11. Section 10.2(m) of the Plan ("Highly Compensated Employee") is
amended by the addition of the following paragraph:
For Plan Years beginning after December 31, 1996, the term "Highly
Compensated Employee" means an Employee who was a 5-percent owner of a
Controlled Group Member at any time during the Plan Year or the preceding
Plan Year had Compensation in excess of $80,000 (as adjusted pursuant to
Code Section 415(d)) and, if the Company elects, was in the top-paid
group of Employees for the preceding Plan Year.
12. Section 10.2(n) of the Plan is amended in its entirety to read as
follows effective as of January 1, 1997, except as otherwise provided:
(n) "Includable Compensation" means an Employee's wages as defined
in Code section 3401(a) for purposes of income tax withholding at the
source (but determined without regard to any rules that limit the
remuneration included in wages based on the nature or location of the
employment or services performed) that are paid to a Participant by the
Participating Employers. In addition, effective for Plan Years beginning
after December 31, 1997, Compensation includes any contributions made by
the Participating Employers on behalf of an Employee pursuant to a
deferral election under the Plan or under any other employee benefit plan
containing a cash or deferred arrangement under Code section 401(k) and
any amounts that would have been received as cash but for an election to
receive benefits under a cafeteria plan meeting the requirements of Code
section 125.
-5-
<PAGE> 6
13. Section 10.5 of the Plan ("Aggregate Benefit Limitation") is amended
by the addition of the following sentence as the first sentence of such
Section:
The provisions of this Section will apply to Plan Years ending before
January 1, 2000.
14. Section 10.6(c) of the Plan is amended in its entirety effective for
Plan Years beginning after December 31, 1996, to read as follows:
(c) Reduction of Excess Deferral Contributions. If, for any Plan
Year, the Average Deferral Percentage for Participants who are Highly
Compensated Employees exceeds the limitation described in subsection (a)
above, the Deferral Percentage for such Participants will be reduced by
distributing the excess Deferral Contributions to such Participants.
Distribution of excess Deferral Contributions will be made on the basis
of the amount of Deferral Contributions made by or on behalf of
Participants who are Highly Compensated Employees, beginning first with
such Participants whose dollar amount of Deferral Contributions is the
highest, until the limitation in subsection (a) is satisfied. All
distributions under this subsection will be increased by Trust Fund
earnings and decreased by Trust Fund losses for the Plan Year and for the
period between the end of the Plan Year and the date of distribution and
will be made within two and one-half months following the close of the
Plan Year, if practicable, but in no event later than the last day of the
immediately following Plan Year. The amount of excess Deferral
Contributions distributed pursuant to this Section with respect to a
Participant for the Plan Year will be reduced by any Deferral
Contributions previously distributed to the Participant for the same Plan
Year pursuant to Section 3.1(c).
15. Section 10.7(b) of the Plan is amended in its entirety effective
for Plan Years beginning after December 31, 1996, to read as follows:
(b) Reduction of Excess Matching Contributions. If, for any Plan
Year, the Average Contribution Percentage for Participants who are Highly
Compensated Employees exceeds the limitation described in subsection (a)
above, the Contribution Percentage for such Participants will be
-6-
<PAGE> 7
reduced by distributing the excess Matching Contributions to such
Participants. Distribution of excess Matching Contributions will be made
on the basis of the amount of Matching Contributions made by or on behalf
of Participants who are Highly Compensated Employees, beginning first
with such Participants whose dollar amount of Matching Contributions is
the highest, until the limitation in subsection (a) is satisfied. All
distributions under this subsection will be increased by Trust Fund
earnings and decreased by Trust Fund losses for the Plan Year and for the
period between the end of the Plan Year and the date of distribution and
will be made within two and one-half months following the close of the
Plan Year, if practicable, but in no event later than the last day of the
immediately following Plan Year.
16. Appendix A to the Plan ("Participating Employers") is amended by
revising the dates of participation of DFW Suburban Newspapers, Inc. as
follows:
DFW Suburban Newspapers, Inc.
(for the period from April 1, 1994,
through December 31, 1994; and for the period
beginning on January 1, 1997).
Executed at Dallas, Texas, this 24th day of July, 1997.
A. H. BELO CORPORATION
By /s/ MICHAEL J. MCCARTHY
---------------------------------------
Name: Michael J. McCarthy
Title: Senior Corporate Vice President/
General Counsel and Secretary
-7-
<PAGE> 1
Exhibit 10.3(11)
SECOND AMENDMENT
TO
G. B. DEALEY RETIREMENT PENSION PLAN
(As Amended and Restated Effective October 1, 1989)
A. H. Belo Corporation, a Delaware corporation (the "Company"), pursuant
to authority of the Compensation Committee of the Board of Directors, adopts
the following amendments to the G. B. Dealey Retirement Pension Plan (the
"Plan").
1. The first two sentences of Section 1.11 of the Plan ("Compensation")
are deleted and replaced by the following sentence, effective as of January 1,
1997:
"Compensation" means the base pay, overtime pay, shift differential
pay, premium pay, bonuses and commissions paid to an Employee by the
Participating Employers for services performed for the Participating
Employers, excluding any other form of remuneration.
2. The first paragraph of Section 1.11 of the Plan ("Compensation") is
amended by the addition of the following sentence, effective as of June 2, 1997:
The annual Compensation of an Employee who is covered by a
collective bargaining agreement will also be subject to any applicable
limit on the amount of such Compensation that may be taken into account
for purposes of the Plan.
3. The third paragraph of Section 1.11 ("Compensation"), relating to
family aggregation is deleted from the Plan effective for Plan Years beginning
after December 31, 1996.
4. Section 1.15 of the Plan ("Credited Service") is amended by the
addition of the following paragraph, effective as of June 2, 1997:
An Employee who became an employee of KMOV-TV, Inc.
(formerly, Third Avenue Television, Inc.) on
<PAGE> 2
June 2, 1997, and who immediately prior to that date was an employee of
Viacom Broadcasting of Missouri, Inc. ("Viacom") will receive credit for
his period of employment with Viacom or any affiliate of Viacom,
calculated in the same manner as if it had been employment with a
Controlled Group Member, for purposes of his vested interest in his
retirement benefit under Article 7 of the Plan, but not for purposes of
determining the amount of his retirement benefit or for any other purpose
of the Plan.
5. The last paragraph of Section 1.15, relating to employees of
Owensboro Messenger-Inquirer, Inc., is amended by changing the date "January 5,
1996" to "January 1, 1996."
6. Section 2.1(iii) of the Plan, relating to special eligibility rules
for employees of Owensboro Messenger-Inquirer, Inc., is amended by changing the
date "January 4, 1996" to "December 31, 1995," and by changing the date "January
5, 1996" to "January 1, 1996."
7. Section 2.1 of the Plan ("Eligibility to Participate") is amended by
the addition of the following paragraph, effective as of June 2, 1997:
(iv) Each Employee of KMOV-TV, Inc. (formerly, Third Avenue
Television, Inc.) who completed a year of Credited Service on or before
June 1, 1997, will become a Participant on June 2, 1997. Notwithstanding
the foregoing, an Employee of KMOV-TV, Inc. who is covered by a
collective bargaining agreement with the Directors Guild of America, Inc.
or the American Federation of Television and Radio Artists will not
become a Participant unless and until the terms of such collective
bargaining agreement, as amended or renewed from time to time, permit
participation in the Plan.
8. Article 2 of the Plan is amended by the addition of the following
sentence, effective as of December 12, 1994:
-2-
<PAGE> 3
2.4 Veterans' Reemployment Rights.
(a) Service Credit. An Employee who returns to employment with
a Controlled Group Member following a period of Qualified Military Service
(as hereinafter defined) will not be treated as having incurred any Break
in Service Years because of his period of Qualified Military Service. In
addition, each period of Qualified Military Service will, upon
reemployment with a Controlled Group Member, be deemed to be employment
with such Controlled Group Member for purposes of the Plan.
(b) Compensation. An Employee described in subsection (a)
above will be treated for Plan purposes as having received compensation
from the Controlled Group Member during each period of Qualified Military
Service equal to (i) the compensation the Employee would have received
during such period of Qualified Military Service if he were not in
Qualified Military Service, based on the rate of pay the Employee would
have received from the Controlled Group Member but for his absence during
the period of Qualified Military Service or (ii) if the compensation the
Employee would have received during his period of Qualified Military
Service is not reasonably certain, the Employee's average compensation
from the employer during the 12-month period immediately preceding the
Qualified Military Service, or if shorter, during the period of employment
immediately preceding the Qualified Military Service.
(c) Qualified Military Service. For purposes of the Plan, the
term "Qualified Military Service" means service in the uniformed services
(within the meaning of the Uniformed Services Employment and Reemployment
Rights Act ("USERRA"), provided the Employee is entitled under USERRA to
reemployment rights with a Controlled Group Member and the Employee
returns to employment with the Controlled Group Member within the period
in which such reemployment rights are guaranteed.
9. The first sentence of Section 4.3 ("Late Retirement Benefit") is
amended in its entirety, effective as of June 1, 1997, to read as follows:
A Participant who remains or again becomes an Employee after attaining age
65 will receive a monthly retirement benefit beginning on the first day of
the month immediately following his termination of employment or, if
earlier, the first day of any month following the date on which the
Participant attains age 70-1/2 that the Participant elects
-3-
<PAGE> 4
in accordance with procedures established by the Committee from time to
time.
10. Article 5 of the Plan is amended by the addition of the following
section effective as of January 1, 1997:
5.5 Waiver of 30-day Waiting Period. Notwithstanding any other
provision of the Plan, a distribution to which Code section 411(a)(11) or
Code section 417 applies may be made or may begin less than 30 days after
an explanation of the distribution options has been furnished to the
Participant provided that (i) the Committee clearly informs the
Participant that he has the right to consider whether to accept a
distribution and whether to consent to a particular form of distribution
for at least 30 days after he has been provided the relevant information,
(ii) the Participant affirmatively elects to waive the 30-day notice
period and receive a distribution, and (c) with respect to a distribution
to which Code section 417 applies, the Participant is permitted to revoke
the election and make a new election at any time prior to the later of the
date of distribution or the expiration of the seven-day period after the
explanation of distribution options (including the Qualified Joint and
Survivor Annuity) is provided to the Participant.
11. Section 7.1(c) of the Plan ("Full Vesting for Certain Participants")
is amended by the addition of the following paragraph effective as of June 2,
1997:
A Participant who was an employee of Third Avenue Television, Inc.
on June 1, 1997, who terminated employment with Third Avenue Television
as a result of the sale of assets of Third Avenue Television on June 2,
1997, and who was not immediately employed by another Controlled Group
Member will have a 100% vested and nonforfeitable interest in his Accrued
Benefit as of the date of his termination of employment without regard to
his years of Credited Service.
12. Section 9.2(j) of the Plan is amended in its entirety effective for
Plan Years beginning after December 31, 1996, to read as follows:
(j) Includable Compensation. means an Employee's wages as defined
in Code section 3401(a) for purposes of income tax withholding at the
source (but determined without
-4-
<PAGE> 5
regard to any rules that limit the remuneration included in wages based on
the nature or location of the employment or services performed) that are
paid to a Participant by the Participating Employers.
13. Section 9.3(j) of the Plan ("Aggregate Benefit Limitation") is
amended by the addition of the following sentence as the first sentence of such
Section:
The provisions of this Section will apply to Plan Years ending before
January 1, 2000.
Executed at Dallas, Texas, this 24th day of July, 1997.
A. H. BELO CORPORATION
By /s/ MICHAEL J. MCCARTHY
-------------------------------------
Name: Michael J. McCarthy
Title: Senior Corporate Vice President/
General Counsel and Secretary
-5-
<PAGE> 1
A. H. Belo Corporation Exhibit 12
Computation of Ratio of Earnings to Fixed Charges
(Dollars in thousands)
<TABLE>
<CAPTION>
Year Ended December 31, Six Months Ended June 30,
----------------------------------------------------------- ------------------------
1992 1993 1994 1995 1996 1996 1997
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Earnings before income taxes
and the cumulative effect
of accounting changes $ 61,573 $ 75,578 $ 107,897 $ 111,014 $ 144,040 $ 63,758 $ 85,447
Add: Total fixed charges 26,597 18,792 17,294 32,089 29,009 15,620 37,931
Less: Interest capitalized 395 1,961 138 957 255 38 232
-------- -------- --------- --------- --------- -------- ---------
Adjusted earnings $ 87,775 $ 92,409 $ 125,053 $ 142,146 $ 172,794 $ 79,340 $ 123,145
======== ======== ========= ========= ========= ======== =========
Fixed Charges:
Interest $ 24,554 $ 16,976 $ 16,250 $ 30,944 $ 27,898 $15,189 $ 36,553
Portion of rental expense
representative of the
interest factor (1) 2,043 1,816 1,044 1,145 1,111 431 1,378
-------- -------- --------- --------- --------- -------- ---------
Total fixed charges $ 26,597 $ 18,792 $ 17,294 $ 32,089 $ 29,009 $15,620 $ 37,931
======== ======== ========= ========= ========= ======== =========
Ratio of Earnings to Fixed Charges 3.30 x 4.92 x 7.23 x 4.43 x 5.96 x 5.08 x 3.25 x
======== ======== ========= ========= ========= ======== =========
</TABLE>
- -------------------------------
(1) For purposes of calculating fixed charges, an interest factor of one third
was applied to total rent expense for the period indicated.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 30,076
<SECURITIES> 0
<RECEIVABLES> 215,906
<ALLOWANCES> (8,631)
<INVENTORY> 13,436
<CURRENT-ASSETS> 284,738
<PP&E> 888,106
<DEPRECIATION> (314,448)
<TOTAL-ASSETS> 3,418,499
<CURRENT-LIABILITIES> 143,579
<BONDS> 1,510,685
0
0
<COMMON> 117,197
<OTHER-SE> 1,165,464
<TOTAL-LIABILITY-AND-EQUITY> 3,418,499
<SALES> 0
<TOTAL-REVENUES> 564,519
<CGS> 0
<TOTAL-COSTS> 386,552
<OTHER-EXPENSES> 59,802
<LOSS-PROVISION> 4,387
<INTEREST-EXPENSE> 36,321
<INCOME-PRETAX> 85,447
<INCOME-TAX> 41,507
<INCOME-CONTINUING> 43,940
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 43,940
<EPS-PRIMARY> 0.81
<EPS-DILUTED> 0.81
</TABLE>
<PAGE> 1
Exhibit 99
A. H. Belo Corporation
Unaudited Pro Forma Combined Condensed Statement of Earnings
Six Months Ended June 30, 1997
<TABLE>
<CAPTION>
Historical Pro Forma
---------------------- ---------------------------------------------
Providence
Providence Journal Elimination
Belo Journal Adjustments of AHN (g) Combined
---------------------- ---------------------------------------------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Net operating revenues
Broadcasting $ 244,196 $ 28,421 $ - $ - $ 272,617
Newspaper publishing 308,537 19,590 - - 328,127
Other 11,786 4,351 - (297) 15,840
---------------------- -------------------------------------------
Total net operating revenues 564,519 52,362 - (297) 616,584
Operating costs and expenses 386,552 56,324 (8,069) 434,807
Deprecation 33,862 6,289 946 a (305) 40,792
Amortization 25,940 3,080 4,773 b - 33,793
---------------------- -------------------------------------------
Earnings (Loss) from operations 118,165 (13,331) (5,719) 8,077 107,192
Interest expense (36,321) (2,700) (6,054) c - (45,075)
Other, net 3,603 13,946 - (2,454) 15,095
---------------------- -------------------------------------------
Earnings (Loss) before income taxes 85,447 (2,085) (11,773) 5,623 77,212
Income taxes 41,507 (509) (3,226) d - 37,772
---------------------- -------------------------------------------
Net earnings (loss) $ 43,940 $ (1,576) $ (8,547) $ 5,623 $ 39,440
====================== ============================================
Net earnings per common and
common equivalent share (e) $ 0.81 $ 0.63
========== ============
Weighted average shares outstanding 54,330 62,468
========== ============
</TABLE>
See accompanying notes.
<PAGE> 2
Exhibit 99
A. H. Belo Corporation
Unaudited Pro Forma Combined Condensed Statement of Earnings
Six Months Ended June 30, 1996
<TABLE>
<CAPTION>
Historical Pro Forma
---------------------- ---------------------------------------------
Providence
Providence Journal Elimination
Belo Journal Adjustments of AHN (g) Combined
---------------------- ---------------------------------------------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Net operating revenues
Broadcasting $ 160,992 $ 98,167 $ - $ - $ 259,159
Newspaper publishing 237,553 63,437 - - 300,990
Other 1,518 4,845 4,377 f (29) 10,711
------------------------ ---------------------------------------------
Total net operating revenues 400,063 166,449 4,377 (29) 570,860
Operating costs and expenses 293,079 158,249 9,136 f (9,757) 450,707
Deprecation 23,139 11,863 3,291 b,f (501) 37,792
Amortization 9,881 9,028 15,071 a,f - 33,980
------------------------ ---------------------------------------------
Earnings (Loss) from operations 73,964 (12,691) (23,121) 10,229 48,381
Interest expense (15,151) (11,020) (15,725) c 185 (41,711)
Other, net 4,945 6,282 3,181 f - 14,408
------------------------ ---------------------------------------------
Earnings (Loss) before income taxes 63,758 (17,429) (35,665) 10,414 21,078
Income taxes 25,538 (3,200) (7,705) d - 14,633
------------------------ ---------------------------------------------
Net earnings (loss) from continuing
operations $ 38,220 $ (14,229) $(27,960) $ 10,414 $ 6,445
======================== ================== ==========================
Net per share earnings (loss) from
continuing operations (e) $ 0.94 $ 0.10
========== =========
Weighted average shares outstanding 40,753 66,148
========== =========
</TABLE>
See accompanying notes.
<PAGE> 3
A. H. Belo Corporation
Notes to Unaudited Pro Forma Combined
Condensed Statement of Earnings
NOTE 1: GENERAL
The pro forma combined condensed statement of earnings reflects the following:
(i) Issuance of 25,395,000 shares of A. H. Belo Corporation (the "Company"
or "Belo") Series A Common Stock at a price of $34.275 per share and
the payment of $587,096,000 in cash to acquire all of the issued and
outstanding shares of The Providence Journal Company ("PJC") effective
February 28, 1997;
(ii) Exclusion of the operations of America's Health Network ("AHN") based
on the Company's on-going intent to sell or dispose of its ownership
interest. The Company's interest was terminated effective July 31,
1997;
(iii) In 1996, acquisition by PJC for controlling interest in Television
Food Network ("TVFN") prior to execution of the PJC acquisition
agreement.
NOTE 2: UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS
Pro forma adjustments giving effect to the PJC acquisition in the unaudited pro
forma combined condensed statement of earnings reflect the following:
(a) Depreciation of the step-up in basis to the fair market value for
fixed assets acquired.
(b) Amortization of the excess of the purchase price over net tangible
assets acquired, on a straight-line basis over 40 years, except for
certain amounts attributable to newspaper subscriber lists, which are
being amortized over 18 years. This adjustment is net of the
elimination of the PJC historical amortization of excess acquisition
costs over the values assigned to net tangible assets acquired in
prior acquisitions.
(c) Increase in interest expense resulting from net borrowings incurred
to finance a portion of the purchase price. The interest rate on
borrowings is assumed to be 6% and 5.8% for 1997 and 1996,
respectively, which is based on Belo's weighted average borrowing
rates during the quarters. A change of 1/8 of 1% in the assumed
interest rate would change the pro forma interest expense by
approximately $360,000.
(d) Income tax effect of pro forma adjustments.
(e) Earnings per share based upon the weighted average number of shares
of Belo common and common equivalent shares outstanding, including
25,395,000 shares of Series A Common Stock issued in connection with
the acquisition, as if they had been issued at the beginning of the
year.
(f) To reflect the pro forma effect of PJC increasing its investment and
obtaining a controlling interest in TVFN as if the transaction had
been effected as of the beginning of 1996.
(g) Elimination of the results of operations of AHN. See Note 1 (ii).
