SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 28, 1997
SUNAMERICA INC.
(Exact name of registrant as specified in charter)
Maryland 1-4618 86-0176061
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1 SunAmerica Center, Los Angeles, California 90067-6022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 772-6000
ITEM 5. Other Events.
Exhibits are filed herewith in connection with the issuance by
SunAmerica Inc. (the "Company") pursuant to the Company's Registration
Statement on Form S-3 (File No. 333-31619) of $175,000,000 principal amount of
the Company's 5.60% Debentures due July 31, 2097 (the "Debentures").
ITEM 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
EXHIBITS
Exhibit 1.1 - Purchase Agreement dated July 28, 1997 among the
Company and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Deutsche Morgan Grenfell Inc. and
Morgan Stanley & Co. Incorporated, as
representatives of the Underwriters named therein,
relating to the Debentures
Exhibit 4.1 - Form of Debenture
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SUNAMERICA INC.
Date: July 31, 1997
By: /s/ Susan L. Harris
-------------------------
Susan L. Harris
Senior Vice President and
Secretary
EXHIBIT 1.1
SunAmerica Inc.
$175,000,000
5.60% Debentures due July 31, 2097
PURCHASE AGREEMENT
July 28, 1997
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Deutsche Morgan Grenfell Inc.
Morgan Stanley & Co. Incorporated
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209
Dear Sirs:
SunAmerica Inc., a Maryland corporation (the "Company"),
confirms its agreement to sell, subject to the terms and conditions stated
herein, to the several Underwriters named in Schedule I hereto (the
"Underwriters") $175 million principal amount of 5.60% Debentures due July 31,
2097 (the "Securities") of the Company. The Securities will be issued
pursuant to the provisions of a Senior Indenture (the "Senior Indenture"),
dated as of April 15, 1993, as supplemented by indenture supplements dated
June 28, 1993 and October 28, 1996 (collectively with the Senior Indenture the
"Indenture"), between the Company and The First National Bank of Chicago, as
Trustee (the "Trustee").
SunAmerica Capital Trust IV, SunAmerica Capital Trust V and
SunAmerica Capital Trust VI (collectively, the "SunAmerica Trusts") and the
Company have filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-31619,
333-31619-01, 333-31619-02 and 333-31619-03) and pre-effective Amendment No. 1
thereto, including a prospectus, covering the registration of securities of
the Company and the SunAmerica Trusts (including the Securities) under the
Securities Act of 1933, as amended (the "1933 Act"), and the offering thereof
from time to time in accordance with Rule 415 of the rules and regulations of
the Commission under the 1933 Act (the "1933 Act Regulations"). Such
registration statement, as so amended, has been declared effective by the
Commission. Such registration statement, as so amended, including the exhibits
thereto and the information, if any, deemed to be a part thereof pursuant to
Rule 430A(b) of the 1933 Act Regulations (the "Rule 430A Information") is
referred to herein as the "Registration Statement;" and the final prospectus
and the prospectus supplement relating to the offering of the Securities, in
the form first furnished to the Underwriters by the Company for confirming
sales of the Securities, are collectively referred to herein as the
"Prospectus;" provided, however, that all references to the "Registration
Statement" and the "Prospectus" shall be deemed to include all documents
incorporated therein by reference pursuant to the Securities Exchange Act of
1934, as amended (the "1934 Act"), prior to the execution of this Agreement;
provided, further, that if the Company files a registration statement with the
Commission pursuant to Section 462(b) of the 1933 Act Regulations (the "Rule
462(b) Registration Statement"), then after such filing, all references to
"Registration Statement" shall be deemed to include the Rule 462(b)
Registration Statement. As used herein, the term "preliminary prospectus"
shall be deemed to refer to any preliminary prospectus supplement specifically
relating to the Securities and the prospectus used before the registration
statement became effective.
All references in this Agreement to financial statements and
schedules and other information which is "contained," "included" or "stated"
in the Registration Statement, any preliminary prospectus or the Prospectus
(or other references of like import) shall be deemed to mean and include all
such financial statements and schedules and other information which is
incorporated by reference in the Registration Statement, any preliminary
prospectus or the Prospectus, as the case may be; and all references in this
Agreement to amendments or supplements to the Registration Statement, any
preliminary prospectus or the Prospectus shall be deemed to mean and include
the filing of any document under the 1934 Act which is incorporated by
reference in the Registration Statement, such preliminary prospectus or the
Prospectus, as the case may be.
1. Representations and Warranties. (a) The Company
represents and warrants to each of the Underwriters as follows:
(i) The Registration Statement (including the
most recent post-effective amendment thereto, if any) has been
declared effective by the Commission; no stop order suspending the
effectiveness of the Registration Statement is in effect, and no
proceedings for such purpose are pending before or threatened by
the Commission.
(ii) (a) Each document filed or to be filed
pursuant to the 1934 Act and incorporated by reference in the
Prospectus complied or will comply when so filed in all material
respects with the 1934 Act and the applicable rules and
regulations of the Commission thereunder (the "1934 Act
Regulations"), (b) each part of the Registration Statement, when
such part became effective, did not contain, and each such part,
as amended or supplemented, if applicable, will not contain any
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading, and the Registration Statement,
since the later of the date it became effective and the date of
the most recent post-effective amendment, if any, will not fail to
reflect any facts or events which individually or in the aggregate
represent a fundamental change in the information set forth in the
Registration Statement as of such date, (c) the Registration
Statement and the Prospectus comply, and, as amended or
supplemented, if applicable, will comply in all material respects
with the 1933 Act Regulations and (d) the Prospectus does not
contain and, as amended or supplemented, if applicable, will not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not
misleading, except that the representations and warranties set
forth in this Section 1(ii) do not apply to (A) statements or
omissions in the Registration Statement or the Prospectus based
upon information relating to any Underwriter furnished to the
Company in writing by such Underwriter expressly for use therein
or (B) to that part of the Registration Statement that constitutes
the Statement of Eligibility and Qualification (Form T-1) under
the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), of the trustee thereunder.
(iii) This Agreement and the transactions
contemplated hereby have been duly authorized, and this Agreement
has been duly executed and delivered by the Company.
(iv) The Senior Indenture has been duly
qualified under the Trust Indenture Act and the Indenture has been
duly authorized, executed and delivered by the Company and is a
valid and binding agreement of the Company, enforceable in
accordance with its terms except as (i) the enforceability thereof
may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium and other similar laws now or
hereafter in effect relating to or affecting creditors' rights
generally and (ii) the availability of equitable remedies may be
limited by equitable principles of general applicability
(regardless of whether considered in a proceeding at law or in
equity).
(v) The Securities have been duly authorized
and, when executed and authenticated in accordance with the
provisions of the Indenture and delivered to and paid for by the
Underwriters in accordance with the terms of this Agreement, will
be entitled to the benefits of the Indenture and will be valid and
binding obligations of the Company, enforceable in accordance with
their terms except as (i) the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium and other similar laws now or hereafter in
effect relating to or affecting creditors' rights generally and
(ii) the availability of equitable remedies may be limited by
equitable principles of general applicability (regardless of
whether considered in a proceeding at law or in equity).
(vi) The Company has been duly incorporated and
is validly existing as a corporation in good standing under the
laws of the State of Maryland, with corporate power and authority
to own, lease and operate its properties and to conduct its
business as presently conducted and as described in the
Registration Statement and Prospectus; and the Company is duly
qualified as a foreign corporation to transact business and is in
good standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure to
so qualify or be in good standing would not have a material
adverse effect on the condition, financial or otherwise, or the
earnings or business affairs of the Company and its subsidiaries,
considered as one enterprise.
(vii) Each of SunAmerica Life Insurance
Company, Anchor National Life Insurance Company and Resources
Trust Company (together, the "Subsidiaries") has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation,
has the corporate power and authority to own, lease and operate
its properties and to conduct its business as presently conducted
and as described in the Registration Statement and Prospectus,
and is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which
such qualification is required, whether by reason of the ownership
or leasing of property or the conduct of business, except where
the failure to so qualify or be in good standing would not have
a material adverse effect on the condition, financial or
otherwise, or the earnings or business affairs of the Company and
its subsidiaries, considered as one enterprise; and all of the
issued and outstanding capital stock of each Subsidiary has been
duly authorized and validly issued, is fully paid and
nonassessable and is owned (except for directors qualifying
shares) directly or through subsidiaries, by the Company, free and
clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity.
(viii) The authorized, issued and outstanding
capital stock of the Company is as set forth in the Registration
Statement and Prospectus (except for subsequent issuances, if any,
pursuant to reservations, stock option agreements, employee
benefit plans or the exercise of convertible securities which may
be referred to in the Registration Statement and Prospectus); all
of the issued and outstanding shares of capital stock have been
duly authorized and validly issued and are fully paid,
nonassessable and not subject to any preemptive or similar rights.
(ix) None of the Company nor any of the
Subsidiaries is in violation of its respective charter or bylaws,
as applicable, or in default in the performance of any material
obligation, agreement, covenant or condition contained in any
material contract, indenture, mortgage, loan agreement, note,
lease or other instrument to which the Company or any of the
Subsidiaries is a party or by which any of them may be bound, or
to which any of the property or assets of the Company or of any of
the Subsidiaries is subject, or in violation of any applicable
law, administrative regulation or administrative or court order or
decree, which violation or default would, singly or in the
aggregate, have a material adverse effect on the condition,
financial or otherwise, or the earnings or business affairs of the
Company and its subsidiaries, considered as one enterprise; and
the execution and delivery by the Company of, and the performance
by the Company of its obligations under, this Agreement, the
Indenture and the Securities and the issuance and sale of the
Securities will not conflict with or constitute a breach of, or a
default under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the
Company or any of the Subsidiaries pursuant to, any material
contract, indenture, mortgage, loan agreement, note, lease or
other instrument to which the Company or any of the Subsidiaries
is a party or by which any of them may be bound, or to which any
of the property or assets of the Company or any of the
Subsidiaries is subject, except for a conflict, breach, default,
lien, charge or encumbrance which would not have a material
adverse effect on the condition, financial or otherwise, or the
earnings or business affairs of the Company and its subsidiaries
considered as one enterprise, nor will such action result in any
violation of the provisions of the articles of incorporation or
bylaws of the Company or any of the Subsidiaries or any applicable
law, administrative regulation or administrative or court decree;
and no consent, approval, authorization or order of or
qualification with any governmental body or agency is required for
the performance by the Company of its obligations under this
Agreement, the Indenture and the Securities, or the issuance and
sale of the Securities, except such as may be required by the
securities or Blue Sky laws or insurance securities laws of the
various states in connection with the offer and sale of the
Securities or such as have been obtained.
(x) There are no legal or governmental
proceedings pending or, to the knowledge of the Company,
threatened to which the Company or any of its subsidiaries is a
party or to which any of the properties of the Company or any of
its subsidiaries is subject that are required to be described in
the Registration Statement or the Prospectus and are not so
described or which are reasonably likely to result in any material
adverse change in the condition, financial or otherwise, or in the
earnings or business affairs of the Company and its subsidiaries,
considered as one enterprise, or which would be reasonably likely
to materially and adversely affect a material portion of the
properties or assets thereof or which is reasonably likely to
materially and adversely affect the consummation of this
Agreement, the Indenture or the Securities or the transactions
contemplated hereby or thereby; all pending legal or governmental
proceedings to which the Company or any of its subsidiaries is a
party or of which any of their respective property or assets is
the subject which are not described in the Registration Statement
or the Prospectus, including ordinary routine litigation
incidental to the business of the Company or any of its
subsidiaries, are, considered in the aggregate, not material; and
there are no contracts or documents that are required to be filed
as exhibits to the Registration Statement, by the 1933 Act, the
1933 Act Regulations, the 1934 Act or the 1934 Act Regulations
thereunder that have not been filed as required, except that by
the Time of Delivery (as defined herein) the Company will file on
Form 8-K this Agreement and certain other agreements relating to
the Securities and the transactions contemplated hereby that are
required to be filed.
(xi) The accountants who certified the
financial statements and supporting schedules included or
incorporated by reference in the Registration Statement and
Prospectus are independent public accountants with respect to the
Company and the subsidiaries of the Company as required by the
1933 Act and the 1933 Act Regulations promulgated thereunder.
(xii) The financial statements of the Company
included or incorporated by reference in the Registration
Statement or Prospectus present fairly the financial position of
the Company and the consolidated subsidiaries of the Company as of
the dates indicated and the results of their operations for the
periods specified; except as otherwise stated in the Registration
Statement and Prospectus, said financial statements have been
prepared in conformity with generally accepted accounting
principles applied on a consistent basis; the ratios of earnings
to fixed charges and earnings to combined fixed charges (including
preferred stock dividends) included in the Registration Statement
or Prospectus have been calculated in compliance with Item 503(d)
of Regulation S-K of the Commission; and the supporting schedules
included or incorporated by reference in the Registration
Statement or Prospectus present fairly the information required to
be included therein.
(xiii) Since the respective dates as of which
information is given in the Registration Statement and Prospectus,
and except as otherwise stated or contemplated therein, (a) there
has been no material adverse change and no development involving a
prospective material adverse change in the condition, financial or
otherwise, or in the earnings or business affairs of the Company
and its subsidiaries, considered as one enterprise, whether or not
arising in the ordinary course of business, (b) there have been no
transactions entered into by the Company or any of its
subsidiaries which are material to the Company and its
subsidiaries, considered as one enterprise, other than those
entered into in the ordinary course of business and (c) except for
regular quarterly dividends on common stock of the Company, there
has been no dividend or distribution of any kind declared, paid or
made by the Company on any class of its capital stock.
(xiv) The Company and the Subsidiaries possess
such certificates, authorizations or permits issued by the
appropriate state or federal regulatory agencies or bodies as are
necessary to conduct the business as now conducted by them and as
described in the Registration Statement or Prospectus, except
where the failure to so possess such certificates, authorizations
or permits would not have a material adverse effect on the
condition, financial or otherwise, or the earnings or business
affairs of the Company and its subsidiaries, considered as one
enterprise; and neither the Company nor any of the Subsidiaries
has received any notice of proceedings relating to the revocation
or modification of any such certificate, authorization or permit
which, singly or in the aggregate, is reasonably likely to have a
material adverse effect on the condition, financial or otherwise,
or the earnings or business affairs of the Company and its
subsidiaries, considered as one enterprise.
(xv) There are no holders of securities of the
Company with currently exercisable registration rights to have any
securities registered as part of the Registration Statement or
included in the offering contemplated by this Agreement.
(xvi) The Company is not an "investment company"
within the meaning of the Investment Company Act of 1940, as
amended.
(xvii) The Securities conform in all material
respects to all statements relating to the Securities contained in
the Prospectus and the Registration Statement.
(xviii) No "forward looking statement" (as
defined in Rule 175 under the Act) contained in the Registration
Statement, any preliminary prospectus or the Prospectus was made
or reaffirmed without a reasonable basis or was disclosed other
than in good faith.
(xix) The Company recognizes and acknowledges
for all purposes of this Agreement that the only information
relating to any Underwriter furnished to the Company in writing by
the Underwriters expressly for use in the Registration Statement
or the Prospectus consists of the last paragraph on the cover page
of the Prospectus Supplement, and the names of the Underwriters
and the second sentence of the fourth paragraph and the entire
third paragraph under the caption "Underwriting" in the Prospectus
Supplement.
2. Public Offering. The Company is advised by the
Underwriters that the Underwriters propose to make a public offering of their
respective portions of the Securities as soon after this Agreement has been
entered into as in the Underwriters' judgment is advisable. The terms of the
public offering of the Securities are set forth in the Prospectus.
3. Purchase and Sale. Subject to the terms and
conditions herein set forth, the Company agrees to sell to the Underwriters,
and each of the Underwriters, severally and not jointly, agrees to purchase
the Securities set forth opposite the name of such Underwriter in Schedule I
hereto.
4. Purchase and Delivery. Certificates in definitive or
temporary form for the Securities to be purchased by the Underwriters
hereunder, and in such denominations and registered in such names as Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") may request upon
at least forty-eight hours' prior notice to the Company, shall be delivered by
or on behalf of the Company to you against the delivery to the Company, by
wire transfer of same day funds to the account designated in writing by the
Company, of the purchase price for the Securities. The purchase price payable
by the Underwriters for the Securities shall be 74.249% of the principal
amount thereof. The time and date of such delivery and payment shall be 10:00
a.m., New York time, on July 31, 1997, or such other time and date as you and
the Company may agree upon in writing. Such time and date for delivery of the
Securities is herein called the "Time of Delivery." Unless otherwise
instructed by Merrill Lynch in the request referred to above, such
certificates will be made available for checking and packaging at least
twenty-four hours prior to the Time of Delivery at the offices of Merrill Lynch
in New York set forth on the first page hereof.
5. Covenants of the Company. In further consideration of
the agreements of the Underwriters contained herein, the Company covenants as
follows:
(a) To furnish the Underwriters, without charge, a
conformed copy of the Registration Statement (including exhibits thereto) and,
prior to 5:00 p.m. New York City time on the Business Day next succeeding this
Agreement during the period mentioned in paragraph (c) below, as many copies
of the Prospectus, any documents incorporated by reference therein and any
supplements and amendments thereto or to the Registration Statement, as the
Underwriters may reasonably request.
(b) Before amending or supplementing the Registration
Statement or the Prospectus with respect to the Securities, to furnish to the
Underwriters a copy of each such proposed amendment or supplement and not to
file any such proposed amendment or supplement to which the Underwriters
reasonably object.
(c) If, during such period after the first date of the
public offering of the Securities as the Prospectus is required by law to be
delivered in connection with sales by an Underwriter or a dealer, any event
shall occur or condition exist as a result of which it is necessary to amend
or supplement the Prospectus in order to make the statements therein, in the
light of the circumstances when the Prospectus is delivered to a purchaser,
not misleading, forthwith to prepare, file with the Commission and furnish, at
its own expense, to the Underwriters, and to the dealers (whose names and
addresses the Underwriters will furnish to the Company) to which Securities
may have been sold by the Underwriters and to any other dealer upon request,
either amendments or supplements to the Prospectus so that the statements in
the Prospectus as so amended or supplemented will not, in the light of the
circumstances when the Prospectus is delivered to a purchaser, be misleading or
so that the Prospectus, as so amended or supplemented, will comply with law.
(d) To endeavor to qualify the Securities for offer and
sale under the securities or Blue Sky laws or insurance securities laws of
such jurisdictions as the Underwriters shall reasonably request and to pay all
expenses (including fees and disbursements of counsel) in connection with such
qualification and in connection with any review of the offering of the
Securities by the National Association of Securities Dealers, Inc., if any.
(e) To make generally available to the Company's security
holders and to the Underwriters as soon as practicable an earnings statement
covering a twelve-month period beginning on the first day of the first full
fiscal quarter after the date of this Agreement, which earning statement shall
satisfy the provisions of Section 11(a) of the 1933 Act and the 1933 Act
Regulations.
(f) During the period mentioned in paragraph (c) above, to
advise the Underwriters promptly of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
initiation or threatening of any proceeding for that purpose.
(g) Not to, and to cause its subsidiaries not to, without
the prior written consent of the Underwriters, directly or indirectly, prior
to the First Time of Delivery, sell, offer to sell, grant any option for the
sale of, or otherwise dispose of, or enter into any agreement to sell, any
Securities, or any securities of the Company substantially similar with a 50
year or greater maturity to the Securities or any securities convertible into
or exchangeable or exercisable for any Securities or substantially similar
securities with a 50 year or greater maturity; provided, however, that such
restrictions shall not affect the ability of the Company or its subsidiaries
to take any such action (i) as a consequence of obligations under securities
outstanding prior to the date of the Prospectus, (ii) in connection with any
employee benefit or incentive plan of the Company or its subsidiaries or (iii)
in connection with the offering of the Securities.
6. Expenses. The Company will pay (i) all expenses
incident to the performance of its obligations under this Agreement, (ii) the
expenses of printing all documents relating to the offering and of the mailing
and delivering of copies thereof to the Underwriters and (iii) any fees
charged by investment rating agencies for rating the Securities.
7. Conditions to Closing. The obligations of the
Underwriters hereunder, as to the Securities to be delivered at the Time of
Delivery, shall be subject to the condition that all representations and
warranties and other statements of the Company herein are, at and as of the
Time of Delivery, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement is in effect, and no proceedings for such purpose are
pending before or threatened by the Commission.
(b) Subsequent to the execution and delivery of this
Agreement and prior to the Time of Delivery, there shall not have occurred any
material adverse change, or any development involving a prospective material
adverse change, in the condition, financial or otherwise, or in the earnings,
business or operations, of the Company and its subsidiaries, taken as a whole,
from that set forth in the Prospectus.
(c) The Underwriters shall have received on the Time of
Delivery a certificate, dated the Time of Delivery and signed by an executive
officer of the Company, to the effect set forth in clauses (a) and (b) above
and to the effect that the representations and warranties of the Company
contained in this Agreement are true and correct as of the Time of Delivery
and that the Company has complied with all of the agreements and satisfied all
of the obligations on its part to be performed or satisfied on or before the
Time of Delivery.
The officer signing and delivering such certificate may rely
upon the best of his or her knowledge as to proceedings threatened.
(d) The Underwriters shall have received on the Time of
Delivery opinions of Piper & Marbury L.L.P., Maryland counsel to the Company,
Susan L. Harris, Esq., Senior Vice President and General Counsel--Corporate
Affairs for the Company, and Davis Polk & Wardwell, special counsel to the
Company, dated the Closing Date, to the effect set forth in Exhibits A, B and
C, respectively. In giving such opinion, Ms. Harris may rely, as to matters
governed by laws other than the laws of the State of California and the
federal law of the United States of America, on an opinion or opinions of
Davis Polk & Wardwell and Piper & Marbury L.L.P., and Davis Polk & Wardwell
may rely, as to matters governed by laws other than the laws of the State of
New York and the federal law of the United States of America, on an opinion of
Piper & Marbury L.L.P., in each case so long as such opinion shall be dated
the Time of Delivery and in form and substance satisfactory to the
Underwriters, and shall expressly permit the Underwriters to rely thereon as if
such opinion were addressed to the Underwriters.
(e) Skadden, Arps, Slate, Meagher & Flom LLP, counsel for
the Underwriters, shall have furnished to you such opinion or opinions, dated
such Time of Delivery, as you may reasonably request, and the Company shall
have furnished to such counsel such documents as they may request for the
purpose of enabling them to pass upon such matters.
(f) The Underwriters shall have received on the date
hereof and the Time of Delivery a letter, dated the date hereof or the Time of
Delivery, respectively, in form and substance satisfactory to the
Underwriters, from the Company's independent public accountants, containing
statements and information of the type ordinarily included in accountants'
"comfort letters" to underwriters in accordance with AICPA standards, with
respect to the financial statements and certain financial information
contained in or incorporated by reference into the Prospectus.
(g) On the Time of Delivery, (i) the Securities shall have
a rating of at least "Baa1" from Moody's Investors Service, Inc. and at least
"A" from Standard & Poor's Corporation as evidenced in a letter from such
rating agencies or by other evidence satisfactory to the Underwriters and (ii)
no securities of the Company shall have been downgraded or placed on any
"watch list" for possible downgrading by any nationally recognized statistical
rating organization and the Company shall have delivered to the Underwriters a
letter from such rating agency (or other evidence satisfactory to the
Underwriters), confirming that the Securities have such ratings.
8. Indemnification and Contribution. The Company agrees
to indemnify and hold harmless each Underwriter and each person, if any, who
controls such Underwriter within the meaning of either Section 15 of the 1933
Act or Section 20 of the 1934 Act from and against any and all losses, claims,
damages and liabilities, joint or several (including, without limitation, any
legal or other expenses reasonably incurred by any Underwriter or any such
controlling person in connection with defending or investigating any such
action or claim), caused by any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or any amendment
thereof, any preliminary prospectus or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
information furnished to the Company by such Underwriter in writing expressly
for use therein; provided, however, that the foregoing indemnity agreement
with respect to any preliminary prospectus shall not inure to the benefit of
any Underwriter from whom the person asserting such losses, claims, damages or
liabilities purchased Securities, or any person controlling such Underwriter,
if a copy of the Prospectus (as then amended or supplemented, if the Company
shall have furnished any amendments or supplements thereto) was not sent or
given by or on behalf of such Underwriter to such person, if required by law
so to have been delivered, at or prior to such purchase, and if the Prospectus
(as so amended or supplemented) would have cured the defect giving rise to such
losses, claims, damages or liabilities. This indemnity will be in addition to
any liability which the Company may otherwise have.
Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who sign
the Registration Statement and each person, if any, who controls the Company
within the meaning of either Section 15 of the 1933 Act or Section 20 of the
1934 Act to the same extent as the foregoing indemnity from the Company to
such Underwriter, but only to the extent that any untrue statement or omission
or alleged untrue statement or omission was made in reliance upon and in
conformity with information furnished to the Company by any Underwriter in
writing expressly for use in the Registration Statement, any preliminary
prospectus, the Prospectus or any amendments or supplements thereto. This
indemnity will be in addition to any liability which the Underwriters may
otherwise have.
In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either of the two preceding paragraphs,
such person (the "indemnified party") shall promptly notify the person against
whom such indemnity may be sought (the "indemnifying party") in writing and
the indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to
such proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed
as they are incurred. Such firm shall be designated in writing by Merrill
Lynch, in the case of parties indemnified pursuant to the second preceding
paragraph, and by the Company, in the case of parties indemnified pursuant to
the first preceding paragraph. The indemnifying party shall not be liable for
any settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in
respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party
from all liability on claims that are the subject matter of such proceeding.
If the indemnification provided for in the first or second
paragraph in this Section 8 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other hand from the offering of the Securities or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company on
the one hand and of the Underwriters on the other hand in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Underwriters
on the other hand in connection with the offering of the Securities shall be
deemed to be in the same respective proportions as the net proceeds from the
offering of the Securities (before deducting expenses) received by the Company
and the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover of the
Prospectus Supplement, bears to the aggregate public offering price of the
Securities. The relative fault of the Company on the one hand and of the
Underwriters on the other hand shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Underwriters' respective obligations
to contribute pursuant to this Section 8 are several in proportion to the
respective principal amount of Securities purchased by each of such
Underwriters and not joint.
The Company and the Underwriters agree that it would not be
just or equitable if contribution pursuant to this Section 8 were determined
by pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation that does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages and liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 8, no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages that such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The remedies provided for
in this Section 8 are not exclusive and shall not limit any rights or remedies
which may otherwise be available to any indemnified party at law or in equity.
The indemnity and contribution provisions contained in this
Section 8 and the representations and warranties of the Company contained
herein shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Underwriter or any person controlling any Underwriter or by or on
behalf of the Company, its directors or officers or any person controlling the
Company and (iii) acceptance of and payment for any of the Securities.
9. Termination. This Agreement shall be subject to
termination, by notice given by the Underwriters to the Company, if (a) after
the execution and delivery of this Agreement and prior to the Time of Delivery
(i) trading generally shall have been suspended or materially limited on or
by, as the case may be, the New York Stock Exchange or the American Stock
Exchange, (ii) trading of any securities of the Company shall have been
suspended on any exchange or in any over-the-counter market, (iii) there shall
have occurred any outbreak or escalation of hostilities or any change in
financial markets or any calamity or crisis that, in the judgment of the
Representatives, is material and adverse, or (iv) a general moratorium on
commercial banking activities in New York shall have been declared by either
federal or New York State authorities, and (b) in the case of any of the
events specified in clauses (a)(i) through (iv), such event, singly or
together with any other such event, makes it, in the judgment of any of the
Underwriters, impracticable to market the Securities on the terms and in the
manner contemplated in the Prospectus.
If this Agreement shall be terminated by the Underwriters,
or any of them, because of any failure or refusal on the part of the Company
to comply with the terms or to fulfill any of the conditions of this
Agreement, or if for any reason the Company shall be unable to perform its
obligations under this Agreement, the Company will reimburse the Underwriters
or such Underwriters as have so terminated this Agreement with respect to
themselves, severally, for all out-of-pocket expenses (including the fees and
disbursements of their counsel) reasonably incurred by such Underwriters in
connection with this Agreement or the offering of the Securities. Nothing in
the foregoing sentence shall limit the Company's obligations to pay expenses
as provided in Section 6.
10. Defaulting Underwriters. If, on the Time of Delivery,
any Underwriter or Underwriters shall fail or refuse to purchase Securities to
be purchased on such date and the aggregate number of Securities with respect
to which such default occurs is more than one-tenth of the aggregate number of
Securities to be purchased on such date, and arrangements satisfactory to the
Underwriters and the Company for the purchase of such Securities are not made
within 36 hours after such default, this Agreement shall terminate without
liability on the part of any non-defaulting Underwriter or the Company. In
any such case either the Underwriters or the Company shall have the right to
postpone the Time of Delivery but in no event for longer than seven days, in
order that the required changes, if any, in the Registration Statement and in
the Prospectus or in any other documents or arrangements may be effected. Any
action taken under this paragraph shall not relieve any defaulting Underwriter
from liability in respect of any default of such Underwriter under this
Agreement.
11. Notices. In all dealings hereunder, the parties
hereto shall be entitled to act and rely upon any statement, request, notice
or agreement on behalf of any Underwriter made or given by Merrill Lynch on
behalf of the Underwriters.
All statements, requests, notices and agreements hereunder
shall be in writing, and if to the Underwriters shall be delivered or sent by
mail to Merrill Lynch, Pierce, Fenner & Smith Incorporated, 10900 Wilshire
Boulevard, Suite 900, Los Angeles, California 90024, Attention: Jim Jackson;
and if to the Company shall be delivered or sent by mail or facsimile
transmission to it at SunAmerica Inc., 1 SunAmerica Center, 1999 Avenue of the
Stars, Century City, Los Angeles, California 90067-6022; Attention: Susan
Harris. Any such statements, requests, notices or agreements shall take effect
upon receipt thereof.
12. Parties. This Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters and the Company and, to the
extent provided in Sections 8 hereof, the officers and directors of the Company
and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement. No purchaser of any of the Securities from any Underwriter shall
be deemed a successor or assign by reason merely of such purchase.
13. Governing Law. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of New York.
14. Counterparts. This Agreement may be executed by any
one or more of the parties hereto in any number of counterparts, each of which
shall be deemed to be an original, but all such counterparts shall together
constitute one and the same instrument.
15. Acknowledgment. The Company and the Underwriters
acknowledge that Davis Polk & Wardwell, which is acting as special counsel to
the Company in connection with the offer and sale of the Securities, also acts
as counsel from time to time to one or more of the Underwriters in connection
with unrelated matters. The Company and the Underwriters consent to Davis
Polk & Wardwell so acting as special counsel to the Company. The Company and
the Underwriters also acknowledge that Skadden, Arps, Slate, Meagher & Flom
LLP, which is acting as counsel to the Underwriters in connection with the
offer and sale of the Securities, also acts as counsel from time to time to
the Company and certain of its affiliates in connection with unrelated
matters. The Company and the Underwriters consent to Skadden, Arps, Slate,
Meagher & Flom LLP so acting as counsel to the Underwriters.
16. Headings. The headings of the sections of this
Agreement have been inserted for convenience of reference only and shall not
be deemed a part of this Agreement.
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Underwriters.
Very truly yours,
SUNAMERICA INC.
By:___________________________
Name: James R. Belardi
Title: Executive Vice President
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
DEUTSCHE MORGAN GRENFELL INC.
MORGAN STANLEY & CO. INCORPORATED
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:____________________________________
Name:
Title:
SCHEDULE I
PRINCIPAL AMOUNT
UNDERWRITER OF DEBENTURES
----------- ----------------
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED...................................................70,000,000
DEUTSCHE MORGAN GRENFELL INC......................................70,000,000
MORGAN STANLEY & CO. INCORPORATED.................................35,000,000
===========
Total................ 175,000,000
Exhibit A
Opinion of Maryland Counsel for the Company
The opinion of Piper & Marbury L.L.P., Maryland counsel for
the Company, to be delivered pursuant to Section 7(d) of the Purchase
Agreement, shall be limited to the laws of the State of Maryland and shall be
to the effect that:
(i) the Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws
under the State of Maryland; and the Company has the corporate
power under the laws of the State of Maryland and under its
charter to own, lease and operate its properties and to conduct
its business as described in the Registration Statement and the
Prospectus;
(ii) each of the Purchase Agreement, and the Indenture
has been duly authorized and duly executed by the Company;
(iii) the Securities have been duly authorized and
executed by the Company;
(iv) the execution and delivery of the Purchase
Agreement, the Indenture and the Securities, and the consummation
of the transactions contemplated therein, will not result in any
violation of the provisions of the charter or by-laws of the
Company or any material applicable law, administrative regulations
or administrative or court decree applicable to the Company
(except that no opinion need be expressed with respect to Maryland
securities or Blue Sky laws);
(v) the forms of certificates used to evidence the
Securities comply with all applicable statutory requirements; and
(vi) the Company's Restated Articles of Incorporation
filed with the Maryland State Department of Assessments and
Taxation on October 3, 1991 represented on such date the true,
correct and complete articles of incorporation, as amended,
governing the Company.
Exhibit B
Opinion of Counsel for the Company
The opinion of Susan L. Harris, Senior Vice President and
General Counsel--Corporate Affairs of the Company, to be delivered pursuant to
Section 7(d) of the Purchase Agreement shall be to the effect that:
(i) to the best of such counsel's knowledge and
information, the Company is duly qualified as a foreign
corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, except where
the failure to so qualify or be in good standing would not have a
material adverse effect on the condition, financial or otherwise,
on the earnings or business affairs of the Company and its
subsidiaries, considered as one enterprise;
(ii) the authorized, issued and outstanding capital
stock of the Company is correctly set forth in the Prospectus
under "Description of Capital Stock" as of July 24, 1997;
(iii) each Subsidiary has been duly incorporated and is
validly existing as a corporation in good standing under the laws
of the jurisdiction of its incorporation and has the corporate
power and authority to own, lease and operate its properties and
to conduct its business as presently conducted and as described in
the Registration Statement and Prospectus, it being understood
that, as to each Subsidiary, the foregoing opinion is based solely
on a certificate dated as of a recent date of an appropriate
official of the jurisdiction of incorporation of such subsidiary
and, as applicable, a letter from CT Corporation System dated as of
a recent date as to the good standing of such Subsidiary in such
jurisdiction, copies of which will be delivered to the
Underwriters on the date of such opinion; nothing has come to the
attention of such counsel to lead such counsel to believe that any
of SunAmerica Life Insurance Company or Anchor National Life
Insurance Company is not duly qualified as a foreign corporation
to transact business or is not in good standing in each
jurisdiction in which such qualification is required, except where
the failure to so qualify or be in good standing would not have a
material adverse effect on the condition, financial or otherwise,
or the earnings or business affairs of the Company and its
subsidiaries, considered as one enterprise; to the best of such
counsel's knowledge and information, all of the issued and
outstanding capital stock of each Subsidiary is owned (except for
directors qualifying shares), directly or through subsidiaries,
by the Company, free and clear of any security interest, mortgage,
pledge, lien, encumbrance, claim or equity;
(iv) to the best of such counsel's knowledge and
information, the issuance and delivery of the Securities, the
execution and delivery of the Purchase Agreement, the Indenture
and the consummation of the transactions contemplated herein and
therein, will not conflict with or constitute a breach of, or
default under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the
Company or any of the Subsidiaries pursuant to, any material
contract, indenture, mortgage, loan agreement, note, lease or
other instrument to which the Company or any of the Subsidiaries
is a party or by which it or any of them may be bound, or to which
any of the property or assets of the Company or any of the
Subsidiaries is subject, except for a conflict, breach, default,
lien, charge or encumbrance which would not have a material
adverse effect on the condition, financial or otherwise, or the
earnings or business affairs of the Company and its subsidiaries
considered as one enterprise, nor will such action result in any
violation of the provisions of the charter or by-laws of the
Company and the Subsidiaries or any material applicable law,
administrative regulation or administrative or court decree; and,
to the best of such counsel's knowledge and information, no
authorization, consent, or approval of, or other order by, any
court or administrative or governmental authority or agency is
required for the performance by the Company of its obligations
under the Purchase Agreement, the Indenture, or for the issuance
and sale of the Securities, except such as may be required by the
1933 Act or the 1933 Act Regulations, the securities or Blue Sky
laws or insurance securities laws of the various states or except
such as have been obtained;
(v) to the best of such counsel's knowledge and
information, there are no statutes or regulations that are
required to be described in the Registration Statement or the
Prospectus that are not described as required and there are no
legal or governmental proceedings pending or threatened which are
required to be described in the Registration Statement or the
Prospectus, other than those disclosed therein;
(vi) to the best of such counsel's knowledge and
information there are no contracts, indentures, mortgages, loan
agreements, notes, leases or other instruments required to be
described or referred to in the Registration Statement or to be
filed as exhibits thereto, other than those described or referred
to therein or filed as exhibits thereto, the descriptions thereof
or references thereto are correct in all material respects and, to
the best of such counsel's knowledge and information, no default
exists in the due performance or observance of any material
obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage loan agreement, note, lease or other
instrument so described, referred to or filed, which default could
have a material adverse effect on the Company and its subsidiaries
considered as one enterprise;
(vii) (1) such counsel is of the opinion that each
document, if any, filed pursuant to the 1934 Act and incorporated
by reference in the Prospectus at the time it was filed or last
amended (except for financial statements, supporting schedules and
other financial data included or incorporated by reference
therein, as to which such counsel need not express any opinion)
appeared on its face to be appropriately responsive in all
material respects to the requirements of the 1934 Act and the
applicable rules and regulations of the Commission thereunder, (2)
nothing has come to the attention of such counsel that would lead
such counsel to believe that (except for financial statements,
supporting schedules and other financial data included or
incorporated by reference therein and except for the parts of the
Registration Statement that constitute the Form T-1s, as to which
such counsel need not express any belief) each part of the
Registration Statement, when such part became effective and, as of
the date of this Agreement contained any untrue statement of a
material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading, (3) such counsel is of the opinion that the
Registration Statement, as of its effective date, and the
Prospectus, as of the Time of Delivery (except in each case for
financial statements, supporting schedules and other financial data
included or incorporated by reference therein and except for the
parts of the Registration Statement that constitute the Form T-1s,
as to which such counsel need not express any opinion), appeared
on their face to be appropriately responsive in all material
respects to the requirements of the 1933 Act and the applicable
rules and regulations of the Commission thereunder and (4) nothing
has come to the attention of such counsel that would lead such
counsel to believe that (except for financial statements,
supporting schedules and other financial data included or
incorporated by reference therein and except for the parts of the
Registration Statement that constitute the Form T-1s, as to which
such counsel need not express any belief) the Prospectus as of the
date such opinion is delivered contains an untrue statement of a
material fact or omits to state a material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and
(viii) the Registration Statement is effective under the
1933 Act, and to the best of such counsel's knowledge and
information, no stop order suspending the effectiveness of the
Registration Statement has been issued under the 1933 Act, and no
proceedings for such purpose are pending before or threatened by
the Commission.
With respect to the foregoing paragraph (vii), such counsel
may state that her opinion and belief are based upon her participation in the
preparation of the Registration Statement and Prospectus and any amendments,
supplements thereto and documents incorporated therein by reference and review
and discussion of the contents thereof, but are without independent check or
verification, except as specified.
Exhibit C
Opinion of Special Counsel for the Company
The opinion of Davis Polk & Wardwell, special counsel to the
Company, to be delivered pursuant to Section 7(d) of the Purchase Agreement,
shall be to the effect that:
(i) The statements in the Prospectus under the captions
"Description of the Debentures," and "Description of the Senior
Debt Securities and Subordinated Debt Securities" insofar as such
statements constitute summaries of the legal matters or documents
referred to therein, fairly summarize, in all material respects,
such legal matters or documents.
(ii) Nothing has come to the attention of such counsel
that would lead such counsel to believe that (except for financial
statements, supporting schedules and other financial data included
or incorporated by reference therein and except for those parts of
the Registration Statement that constitute the Forms T-1s, as to
which such counsel need not express any belief) each part of the
Registration Statement, when such part became effective and as of
the date of the Purchase Agreement contained any untrue statement
of a material fact or omitted to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading, (2) such counsel is of the opinion that the
Registration Statement as of its effective date and the Prospectus
as of the date of such opinion (except for financial statements,
supporting schedules and other financial data included or
incorporated by reference therein and except for those parts of
the Registration Statement that constitute the Forms T-1s as to
which such counsel need not express any opinion) appeared on their
face to be appropriately responsive in all material respects to
the requirements of the 1933 Act and the applicable rules and
regulations of the Commission thereunder and (3) nothing has come
to the attention of such counsel that would lead such counsel to
believe that (except for financial statements, supporting
schedules and other financial data included or incorporated by
reference therein and except for those parts of the Registration
Statement that constitute the Forms T-1s and, as to which such
counsel need not express any belief) the Prospectus as of the date
such opinion is delivered contains any untrue statement of a
material fact or omits to state a material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(iii) The Senior Indenture has been duly qualified under
the Trust Indenture Act of 1939, as amended; the Registration
Statement is effective under the 1933 Act and, to the best of such
counsel's knowledge, no stop order suspending the effectiveness of
the Registration Statement has been issued under the 1933 Act, and
no proceedings for such purpose are pending before or threatened
by the Commission.
(iv) The Company is not an "investment company" within
the meaning of the Investment Company Act of 1940, as amended.
(v) To the best of such counsel's knowledge and
information, no authorization, consent or approval of, or other
order by, any New York State or federal court or New York State or
federal administrative or governmental authority or agency is
required for the issuance and sale of the Securities, except such
as may be required under the 1933 Act, the 1934 Act or by the
securities or Blue Sky laws or insurance securities laws of the
various states or except such as have been obtained.
(vi) Assuming that each of the Indenture, and the Securities
have been duly authorized, executed and delivered by the Company
under Maryland law, each is a valid and legally binding agreement
of the Company enforceable against the Company in accordance with
its terms (and, in the case of the Securities, entitled to the
benefits of the Indenture), except as (a) the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium and other similar laws now or
hereafter in effect relating to or affecting creditors' rights
generally and (b) the availability of equitable remedies may be
limited by equitable principles of general applicability
(regardless of whether considered in a proceeding at law or in
equity); and
(vii) Though the summary set forth in the Prospectus
Supplement under the heading "United States Taxation" does not
purport to discuss all possible United States federal income tax
consequences of the ownership and disposition of the Debentures,
such summary accurately describes the principal United States
federal income tax consequences of the ownership and disposition
of the Debentures to the United States holders described therein
under current law.
With respect to the opinion set forth in paragraph (ii),
such counsel may state that their opinion and belief are based upon their
participation in the preparation of the Registration Statement and the
Prospectus and any amendments or supplements thereto (other than the documents
incorporated by reference) and upon review and discussion of the contents
thereof (including documents incorporated by reference) but are without
independent check or verification, except as specified.
EXHIBIT 4.1
SUNAMERICA INC.
5.60% Debenture due July 31, 2097
Number
R-1 CUSIP 866930 AG5
Unless and until this certificate is exchange in whole or in part for
Debentures in definitive registered form, this Debenture may not be
transferred except as a whole by The Depository Trust Company, a New York
corporation ("DTC"), to its nominee or by its nominee to DTC or another
nominee of DTC or by DTC or any such nominee to a successor Depositary or a
nominee of such successor Depositary. Any certificate issued in exchange
herefor shall be registered in the name of Cede & Co. or in such other name as
is requested by an authorized representative of DTC (and any payment in
respect hereof shall be made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC).
SUNAMERICA INC., a Maryland corporation (the "Issuer", which term
includes any successor corporation under the Senior Indenture hereafter
referred to), for value received, hereby promises to pay to Cede & Co. or
registered assigns, at the office or agency of the Issuer in the Borough of
Manhattan, The City of New York, or at such other locations as the Issuer may
from time to time designate, the principal sum of ONE HUNDRED AND SEVENTY FIVE
MILLION DOLLARS on July 31, 2097 (subject to adjustment as set forth on the
reverse of this Debenture), in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest, semi-annually on January 31 and
July 31 of each year, commencing January 31, 1998, on the original principal
amount hereof (i.e. without regard to any change in the principal amount
hereof to any New Redemption Amount (as defined below)) at said office or
agency, in like coin or currency, at the rate per annum specified in the
title of this Debenture, from the January 31 or the July 31, as the case
may be, next preceding the date of this Debenture to which interest has
been paid or duly provided for, unless the date hereof is a date to which
interest has been paid or duly provided for, in which case from the date of
this Debenture, or unless no interest has been paid on the Debentures (as
defined below) or duly provided for, in which case from July 31, 1997,
until payment of the principal amount hereof has been made or duly provided
for; provided, that payment of interest may be made at the option of the
Issuer by check mailed by first class mail to the address of the person
entitled thereto as such address shall appear on the Security register.
Notwithstanding the foregoing, if the date hereof is after January 15 or
July 15 as the case may be, and before the following January 31 or July 31,
this Debenture shall bear interest from such January 31 or July 31;
provided, that if the Issuer shall default in the payment of interest due
on such January 31 or July 31, then this Debenture shall bear interest from
the next preceding January 31 or July 31, to which interest has been paid
or duly provided for or, if no interest has been paid on the Debentures or
duly provided for, from July 31, 1997. The interest so payable on any
January 31 or July 31, will, subject to certain exceptions provided in the
Senior Indenture referred to on the reverse hereof, be paid to the person
in whose name this Debenture (or one or more predecessor Debentures) is
registered at the close of business on the January 15 or July 15 (whether
or not a Business Day), as the case may be, next preceding such January 31
or July 31. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
Reference is made to the further provisions of this Debenture set forth
on the reverse hereof. Such further provisions shall for all purposes have
the same effect as though fully set forth at this place.
This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been executed by the
Trustee under the Senior Indenture referred to on the reverse hereof by manual
signature.
IN WITNESS WHEREOF, SunAmerica Inc. has caused this instrument to be
signed by facsimile by one of its duly authorized officers and has caused a
facsimile of its corporate seal to be affixed hereunto or imprinted hereon.
TRUSTEE'S CERTIFICATE SUNAMERICA INC.
OF AUTHENTICATION
This is one of the Securities referred to in
the within-mentioned Senior Indenture.
THE FIRST NATIONAL BANK
OF CHICAGO,
as Trustee
__________________________
AUTHORIZED SIGNATORY EXECUTIVE VICE PRESIDENT
[REVERSE OF DEBENTURE]
SUNAMERICA INC.
5.60% Debenture due July 31, 2097
This Debenture is one of a duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness of the Issuer (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to a Senior Indenture dated as of April 15, 1993, as
amended by indenture supplement dated June 28, 1993 and October 28, 1996
(herein called the "Senior Indenture"), duly executed and delivered by the
Issuer to The First National Bank of Chicago, as Trustee (herein called the
"Trustee"), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Issuer and the Holders of the Securities. The Securities may be issued in one
or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any)
and may otherwise vary as provided in the Senior Indenture. This Debenture is
one of a series designated as the 5.60% Debentures due July 31, 2097 (the
"Debentures") of the Issuer, limited in aggregate original principal amount to
$175,000,000.
Except as otherwise provided in the Senior Indenture, this Debenture
will be issued in global form only registered in the name of the depositary or
its nominee. This Debenture will not be issued in definitive form, except as
otherwise provided in the Senior Indenture, and ownership of this Debenture
shall be maintained in book-entry form by the Depositary for the accounts of
participating organizations of the Depositary.
In case an Event of Default with respect to the Debentures shall have
occurred and be continuing, the principal hereof may be declared, and upon
such declaration shall become, due and payable, in the manner, with the effect
and subject to the conditions provided in the Senior Indenture.
The Senior Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series issued under such
Senior Indenture then Outstanding and affected, voting as one class, to add
any provisions to, or change in any manner or eliminate any of the provisions
of, such Senior Indenture or modify in any manner the rights of the Holders of
the Securities of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the Holder of each Security affected
thereby, (i) extend the stated maturity of the principal of any Security, or
reduce the principal amount thereof or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption
thereof or change the currency in which the principal thereof (including any
amount in respect of original issue discount), premium, if any, or interest
thereon is payable or reduce the amount of any original issue discount
security payable upon acceleration or provable in bankruptcy or impair the
right to institute suit for the enforcement of any payment on any Security
when due or (ii) reduce the aforesaid percentage in principal amount of
Securities of any series issued under such Senior Indenture, the consent of
the Holders of which is required for any such modification. It is also
provided in the Senior Indenture that, with respect to certain defaults or
Events of Default regarding the Securities of any series, prior to any
declaration accelerating the maturity of such Securities, the Holders of a
majority in aggregate principal amount Outstanding of the Securities of
such series (or, in the case of certain defaults or Events of Default, all
or certain series of the Securities) may on behalf of the Holders of all
the Securities of such series (or all or certain series of the Securities,
as the case may be) waive any such past default or Event of Default and its
consequences. The preceding sentence shall not, however, apply to a
default in the payment of the principal or interest on any of the
Securities. Any such consent or waiver by the Holder of this Debenture
(unless revoked as provided in the Senior Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders and owners of this
Debenture and any Debentures which may be issued in exchange or
substitution hereof or on registration of transfer hereof, irrespective of
whether or not any notation thereof is made upon this Debenture or such
other Debentures.
No reference herein to the Senior Indenture and no provision of this
Debenture or of the Senior Indenture shall alter or impair the obligation of
the Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Debenture in the manner, at the respective times, at the rate
and in the coin or currency herein prescribed.
The Debentures are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof at the office or
agency of the Issuer in the Borough of Manhattan, The City of New York, or at
such other locations as the Issuer may from time to time designate, and in the
manner and subject to the limitations provided in the Senior Indenture, but
without the payment of any service charge, Debentures may be exchanged for a
like aggregate principal amount of Debentures of other authorized
denominations.
Upon the occurrence of a Tax Event (as defined below), the
Issuer shall have the right to shorten the maturity of the Debentures to the
minimum extent required, in the opinion of nationally recognized independent
tax counsel, such that, after the shortening of the maturity, interest paid, or
original issue discount accrued, on the Debentures will be deductible for
United States federal income tax purposes or, if such counsel is unable to
opine definitively as to such minimum period, the minimum extent so required
as determined in good faith by the Board of Directors of the Issuer, after
receipt of an opinion of such counsel regarding the applicable legal
standards. In the event that the Issuer elects to exercise its right to
shorten the maturity of the Debentures on the occurrence of a Tax Event, the
Issuer shall mail a notice of shortened maturity to each holder of the
Debentures by first-class mail not more than 60 days after the occurrence of
such Tax Event, stating the new maturity date of the Debentures (the "New
Maturity Date"). Such notice shall be effective immediately upon mailing. In
addition, in the event that the maturity of the Debentures is shortened to the
minimum extent required, the principal amount of the Debentures payable on the
New Maturity Date shall change to the New Redemption Amount; provided, that
the original principal amount of the Debentures will not be affected. The
New Redemption Amount will be an amount equal to the Accreted Value (as
defined below), which will be determined as if the New Maturity Date were
the Specified Date (as defined below).
"Tax Event" means that the Issuer shall have received an
opinion of nationally recognized independent tax counsel to the effect that,
as a result of (a) any amendment to, clarification of or change (including any
announced prospective amendment, clarification or change) in any law, or any
regulation thereunder, of the United States, (b) any judicial decision,
official administrative pronouncement, ruling (including any technical advice
memorandum or other private letter ruling), regulatory procedure, notice or
announcement, including any notice or announcement of intent to adopt or
promulgate any ruling, regulatory procedure or regulation (any of the
foregoing, an "Administrative or Judicial Action"), or (c) any amendment to,
clarification of or change in any official position with respect to, or any
interpretation of (including any position taken in any Internal Revenue
Service audit or similar proceeding, in each event, involving the Issuer), an
Administrative or Judicial Action or a law or regulation of the United States
that differs from the theretofore generally accepted position or
interpretation, in each case, occurring on or after July 28, 1997, there is
more than an insubstantial increase in the risk that interest paid by the
Issuer, or original issue discount accrued, on the Debentures is not, or will
not be, deductible, in whole or in part, by the Issuer for United States
federal income tax purposes.
The Debentures shall be redeemable as a whole at any time or in
part from time to time, at the option of the Issuer, on not less than 30 or
more than 60 days' notice mailed to holders thereof, at a redemption price
equal to the greater of (i) 100% of the Accreted Value and (ii) the sum of the
present values of the Remaining Scheduled Payments thereon, discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 20 basis points, together in
either case with accrued interest on the original principal amount (i.e.
without regard to any change in the principal amount hereof to any New
Redemption Amount) being redeemed to the date of redemption.
In addition, if a Tax Event occurs and in the opinion of
nationally recognized independent tax counsel, there would, notwithstanding
any shortening of the maturity of the Debentures, be more than an
insubstantial risk that interest paid by the Issuer, or original issue
discount accrued, on the Debentures is not, or will not be, deductible, in
whole or in part, by the Issuer for United States federal income tax purposes,
the Issuer will have the right, within 90 days following the occurrence of
such Tax Event, to redeem the Debentures in whole (but not in part), on not
less than 30 or more than 60 days' notice mailed to holders of the Debentures,
at a redemption price equal to the greater of (i) 100% of the Accreted Value
and (ii) the sum of the present values of the Remaining Scheduled Payments
thereon discounted to the redemption date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 55
basis points, together in either case with accrued interest on the original
principal amount (i.e. without regard to any change in the principal amount
hereof to any New Redemption Amount) being redeemed to the date of redemption.
"Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semiannual equivalent yield to maturity (computed
as of the second business day immediately preceding such redemption date) 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 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 Debentures. "Independent Investment Banker" means
one of the Reference Treasury Dealers appointed by the Issuer.
"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 Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest of such
Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than
four 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 such Reference Treasury Dealer as
of 3:30 p.m., New York City time on the third business day preceding such
redemption date.
"Reference Treasury Dealer" means each of Deutsche Morgan
Grenfell Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Morgan
Stanley & Co. Incorporated 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 Issuer
shall substitute therefor another nationally recognized investment banking
firm that is a Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each
Debenture to be redeemed, the remaining scheduled payments of the principal
thereof and interest thereon that would be due after the related redemption
date but for such redemption; provided, however, that, if such redemption date
is not an interest payment date with respect to such Debenture, the amount of
the next succeeding scheduled interest payment thereon will be reduced by the
amount of interest accrued thereon to such redemption date.
On and after the redemption date, interest will cease to accrue
on the Debentures or any portion thereof called for redemption. On or before
any redemption date, the Issuer shall deposit with a paying agent (or the
Trustee) money sufficient to pay the redemption price of and accrued interest
on the Debentures to be redeemed on such date. If less than all the
Debentures are to be redeemed, the Debentures to be redeemed shall be selected
by the Trustee by such method as the Trustee shall deem fair and appropriate.
"Accreted Value" as of any date (the "Specified Date") means,
with respect to each $1,000 original principal amount (i.e. without regard to
any change in the principal amount hereof to any New Redemption Amount) of the
Debentures:
(i) if the Specified Date is one of the following dates (each a
"Semi-Annual Accrual Date"), the principal amount multiplied by the
Accreted Percentage set forth opposite such date below:
Semi-Annual Accreted
Accrual Date Percentage
- ------------ ----------
July 31, 1997..........................................................75.094%
January 31, 1998.....................................................75.09415%
July 31, 1998........................................................75.09479%
January 31, 1999.....................................................75.09545%
July 31, 1999........................................................75.09613%
January 31, 2000.....................................................75.09684%
July 31, 2000........................................................75.09758%
January 31, 2001.....................................................75.09834%
July 31, 2001........................................................75.09914%
January 31, 2002.....................................................75.09996%
July 31, 2002........................................................75.10081%
January 31, 2003.....................................................75.10170%
July 31, 2003........................................................75.10261%
January 31, 2004.....................................................75.10357%
July 31, 2004........................................................75.10455%
January 31, 2005.....................................................75.10558%
July 31, 2005........................................................75.10664%
January 31, 2006.....................................................75.10774%
July 31, 2006........................................................75.10888%
January 31, 2007.....................................................75.11007%
July 31,2007.........................................................75.11130%
January 31, 2008.....................................................75.11258%
July 31, 2008........................................................75.11390%
January 31, 2009.....................................................75.11527%
July 31, 2009........................................................75.11670%
January 31, 2010.....................................................75.11817%
July 31, 2010........................................................75.11971%
January 31, 2011.....................................................75.12130%
July 31, 2011........................................................75.12295%
January 31, 2012.....................................................75.12466%
July 31, 2012........................................................75.12643%
January 31, 2013.....................................................75.12827%
July 31, 2013........................................................75.13018%
January 31, 2014.....................................................75.13216%
July 31, 2014........................................................75.13421%
January 31, 2015.....................................................75.13634%
July 31, 2015........................................................75.13855%
January 31, 2016.....................................................75.14084%
July 31, 2016........................................................75.14322%
January 31, 2017.....................................................75.14569%
July 31, 2017........................................................75.14825%
January 31, 2018.....................................................75.15090%
July 31, 2018........................................................75.15365%
January 31, 2019.....................................................75.15651%
July 31, 2019........................................................75.15947%
January 31, 2020.....................................................75.16254%
July 31, 2020........................................................75.16573%
January 31, 2021.....................................................75.16904%
July 31, 2021........................................................75.17247%
January 31, 2022.....................................................75.17602%
July 31, 2022........................................................75.17971%
January 31, 2023.....................................................75.18354%
July 31, 2023........................................................75.18751%
January 31, 2024.....................................................75.19163%
July 31, 2024........................................................75.19590%
January 31, 2025.....................................................75.20033%
July 31, 2025........................................................75.20493%
January 31, 2026.....................................................75.20970%
July 31, 2026........................................................75.21464%
January 31, 2027.....................................................75.21977%
July 31, 2027........................................................75.22509%
January 31, 2028.....................................................75.23061%
July 31, 2028........................................................75.23634%
January 31, 2029.....................................................75.24228%
July 31, 2029........................................................75.24844%
January 31, 2030.....................................................75.25483%
July 31, 2030........................................................75.26146%
January 31, 2031.....................................................75.26834%
July 31, 2031........................................................75.27547%
January 31, 2032.....................................................75.28287%
July 31, 2032........................................................75.29054%
January 31, 2033.....................................................75.29850%
July 31, 2033........................................................75.30676%
January 31, 2034.....................................................75.31532%
July 31, 2034........................................................75.32421%
January 31, 2035.....................................................75.33343%
July 31, 2035........................................................75.34299%
January 31, 2036.....................................................75.35290%
July 31, 2036........................................................75.36319%
January 31, 2037.....................................................75.37386%
July 31, 2037........................................................75.38493%
January 31, 2038.....................................................75.39641%
July 31, 2038........................................................75.40832%
January 31, 2039.....................................................75.42067%
July 31, 2039........................................................75.43348%
January 31, 2040.....................................................75.44678%
July 31, 2040........................................................75.46056%
January 31, 2041.....................................................75.47487%
July 31, 2041........................................................75.48970%
January 31, 2042.....................................................75.50509%
July 31, 2042........................................................75.52105%
January 31, 2043.....................................................75.53761%
July 31, 2043........................................................75.55478%
January 31, 2044.....................................................75.57260%
July 31, 2044........................................................75.59108%
January 31, 2045.....................................................75.61025%
July 31, 2045..................................................... 75.63013%
January 31, 2046.....................................................75.65076%
July 31, 2046........................................................75.67215%
January 31, 2047.....................................................75.69435%
July 31, 2047........................................................75.71737%
January 31, 2048.....................................................75.74125%
July 31, 2048........................................................75.76602%
January 31, 2049.....................................................75.79171%
July 31, 2049........................................................75.81836%
January 31, 2050.....................................................75.84601%
July 31, 2050........................................................75.87469%
January 31, 2051.....................................................75.90443%
July 31, 2051........................................................75.93529%
January 31, 2052.....................................................75.96729%
July 31, 2052........................................................76.00050%
January 31, 2053.....................................................76.03493%
July 31, 2053........................................................76.07066%
January 31, 2054.....................................................76.10771%
July 31, 2054........................................................76.14615%
January 31, 2055.....................................................76.18602%
July 31, 2055........................................................76.22738%
January 31, 2056.....................................................76.27028%
July 31, 2056........................................................76.31478%
January 31, 2057.....................................................76.36094%
July 31, 2057........................................................76.40882%
January 31, 2058.....................................................76.45848%
July 31, 2058........................................................76.51000%
January 31, 2059.....................................................76.56344%
July 31, 2059........................................................76.61888%
January 31, 2060.....................................................76.67638%
July 31, 2060........................................................76.73602%
January 31, 2061.....................................................76.79789%
July 31, 2061........................................................76.86207%
January 31, 2062.....................................................76.92864%
July 31, 2062........................................................76.99770%
January 31, 2063.....................................................77.06933%
July 31, 2063........................................................77.14363%
January 31, 2064.....................................................77.22070%
July 31, 2064........................................................77.30064%
January 31, 2065.....................................................77.38357%
July 31, 2065........................................................77.46959%
January 31, 2066.....................................................77.55882%
July 31, 2066........................................................77.65138%
January 31, 2067.....................................................77.74738%
July 31, 2067........................................................77.84697%
January 31, 2068.....................................................77.95028%
July 31, 2068........................................................78.05743%
January 31, 2069.....................................................78.16858%
July 31, 2069........................................................78.28388%
January 31, 2070.....................................................78.40348%
July 31, 2070........................................................78.52754%
January 31, 2071.....................................................78.65622%
July 31, 2071........................................................78.78970%
January 31, 2072.....................................................78.92817%
July 31, 2072........................................................79.07179%
January 31, 2073.....................................................79.22077%
July 31, 2073........................................................79.37531%
January 31, 2074.....................................................79.53562%
July 31, 2074........................................................79.70190%
January 31, 2075.....................................................79.87438%
July 31, 2075........................................................80.05329%
January 31, 2076.....................................................80.23888%
July 31, 2076........................................................80.43139%
January 31, 2077.....................................................80.63108%
July 31, 2077........................................................80.83821%
January 31, 2078.....................................................81.05308%
July 31, 2078........................................................81.27595%
January 31, 2079.....................................................81.50714%
July 31, 2079........................................................81.74695%
January 31, 2080.....................................................81.99570%
July 31, 2080........................................................82.25373%
January 31, 2081.....................................................82.52138%
July 31, 2081........................................................82.79901%
January 31, 2082.....................................................83.08700%
July 31, 2082........................................................83.38573%
January 31, 2083.....................................................83.69560%
July 31, 2083........................................................84.01703%
January 31, 2084.....................................................84.35045%
July 31, 2084........................................................84.69630%
January 31, 2085.....................................................85.05505%
July 31, 2085........................................................85.42717%
January 31, 2086.....................................................85.81318%
July 31, 2086........................................................86.21358%
January 31, 2087.....................................................86.62892%
July 31, 2088........................................................87.05974%
January 31, 2088.....................................................87.50664%
July 31, 2088........................................................87.97020%
January 31, 2089.....................................................88.45105%
July 31, 2089........................................................88.94983%
January 31, 2090.....................................................89.46721%
July 31, 2090........................................................90.00389%
January 31, 2091.....................................................90.56059%
July 31, 2091........................................................91.13804%
January 31, 2092.....................................................91.73704%
July 31, 2092........................................................92.35837%
January 31, 2093.....................................................93.00287%
July 31, 2093........................................................93.67142%
January 31, 2094.....................................................94.36489%
July 31, 2094........................................................95.08423%
January 31, 2095.....................................................95.83040%
July 31, 2095........................................................96.60439%
January 31, 2096.....................................................97.40725%
July 31, 2096........................................................98.24006%
January 31, 2097.....................................................99.10392%
July 31, 2097.......................................................100.00000%
(ii) if the Specified Date occurs between two Semi-Annual Accrual
Dates, the sum of (A) the Accreted Value for the Semi-Annual Accrual
Date immediately preceding the Specified Date and (B) an amount equal to
the product of (i) the Accreted Value for the immediately following
Semi-Annual Accrual Date less the Accreted Value for the immediately
preceding Semi-Annual Accrual Date and (ii) a fraction, the numerator of
which is the number of days from the immediately preceding Semi-Annual
Accrual Date to the Specified Date, using a 360-day year of twelve
30-day months, and the denominator of which is 180.
The Debentures are not entitled to any sinking fund.
Upon due presentment for registration of transfer of this Debenture at
the office or agency of the Issuer in the Borough of Manhattan, The City of
New York, or at such other locations as the Issuer may from time to time
designate, a new Debenture or Debentures of authorized denominations for an
equal aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Senior Indenture, without
charge except for any tax or other governmental charge imposed in connection
therewith.
The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the registered Holder hereof as the absolute owner
of this Debenture (whether or not this Debenture shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal hereof and
subject to the provisions on the face hereof, interest hereon, and for all
other purposes, and none of the Issuer, the Trustee or any authorized agent of
the Issuer or the Trustee shall be affected by any notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Senior Indenture or any indenture supplemental thereto or in any
Debenture, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholders, officer or director, as
such, of the Issuer or of any successor corporation, either directly or
through the Issuer or any successor corporation, 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 hereof and as part of the
consideration or the issue hereof.
This Debenture shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.
Terms used herein which are defined in the Senior Indenture shall have
the respective meanings assigned thereto in the Senior Indenture.
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 UNIF GIFT MIN ACT-_____Custodian______
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right Under Uniform Gifts to Minors
of survivorship and not Act________________________
as tenants in common (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 TYPE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE
______________________________________________________________________________
the within Debenture and all rights thereunder, hereby irrevocably
constituting and appointing such person attorney to transfer such debenture on
the books of the Issuer, with full power of substitution in the premises.
Dated:______________ Signed:_________________________________________
NOTICE: The signature to this assignment must
correspond with the name as written
upon the face of the within Debenture
in every particular without attention
or enlargement or any change whatsoever.
Signature Guarantee:
