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Exhibit 4.2
[FORM OF FIXED RATE REMARKETABLE NOTE SUPPLEMENTAL INDENTURE]
DOMINION RESOURCES, INC.
Company
TO
THE CHASE MANHATTAN BANK
Trustee
-------------------------
Fourth Supplemental Indenture
Dated as of September 1, 2000
-------------------------
7.40% Series D Remarketable Notes Due 2012
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TABLE OF CONTENTS/1/
<TABLE>
<CAPTION>
ARTICLE I
7.40% SERIES D REMARKETABLE NOTES DUE 2012
<S> <C>
SECTION 101. Establishment.......................................... 1
SECTION 102. Definitions............................................ 2
SECTION 103. Payment of Principal and Interest...................... 10
SECTION 104. Denominations.......................................... 12
SECTION 105. Global Securities...................................... 12
SECTION 106. Mandatory Tender, Remarketing and Determination of
Interest Rate........................................ 12
SECTION 107. Redemption............................................. 15
SECTION 108. Additional Interest.................................... 17
SECTION 109. Paying Agent........................................... 17
SECTION 110. Limitation on Liens.................................... 17
SECTION 111. Original Issue Discount................................ 19
ARTICLE II MISCELLANEOUS PROVISIONS
SECTION 201. Recitals by Company.................................... 20
SECTION 202. Ratification and Incorporation of Original Indenture... 20
SECTION 203. Executed in Counterparts............................... 20
SECTION 204. Assignment............................................. 20
</TABLE>
_______________________
/1/ This Table of Contents does not constitute part of the Indenture or
have any bearing upon the interpretation of any of its terms and provisions.
<PAGE>
THIS FOURTH SUPPLEMENTAL INDENTURE is made as of the first day of
September, 2000, by and between DOMINION RESOURCES, INC., a Virginia
corporation, having its principal office at 120 Tredegar Street, Richmond,
Virginia 23219 (the "Company"), and THE CHASE MANHATTAN BANK, a New York banking
corporation, as Trustee (herein called the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company has heretofore entered into a Senior Indenture, dated
as of June 1, 2000 (the "Original Indenture"), a First Supplemental Indenture
dated as of June 1, 2000, and a Second Supplemental Indenture and Third
Supplemental Indenture dated as of July 1, 2000, with the Trustee;
WHEREAS, the Original Indenture is incorporated herein by this reference
and the Original Indenture, as heretofore supplemented and as supplemented by
this Fourth Supplemental Indenture dated as of the date hereof (the "Fourth
Supplemental Indenture"), is herein called the "Indenture";
WHEREAS, under the Original Indenture, a new series of Securities may at
any time be established in accordance with the provisions of the Original
Indenture and the terms of such series may be described by a supplemental
indenture executed by the Company and the Trustee;
WHEREAS, the Company proposes to create under the Indenture a series of
Securities;
WHEREAS, additional Securities of other series hereafter established,
except as may be limited in the Original Indenture as at the time supplemented
and modified, may be issued from time to time pursuant to the Indenture as at
the time supplemented and modified; and
WHEREAS, all conditions necessary to authorize the execution and delivery
of this Fourth Supplemental Indenture and to make it a valid and binding
obligation of the Company have been done or performed.
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
7.40% SERIES D REMARKETABLE NOTES DUE 2012
SECTION 101. Establishment. There is hereby established a new series of
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Securities to be issued under the Indenture, to be designated as the 7.40%
Series D Remarketable Notes Due 2012 (the "Remarketable Notes").
There are to be initially authenticated and delivered $200,000,000
principal amount of Remarketable Notes. Additional Remarketable Notes without
limitation as to amount, and without the consent of the Holders of the then
Outstanding Remarketable Notes, may also be
<PAGE>
authenticated and delivered in the manner provided in Section 303 of the
Original Indenture; provided, however, that no such additional Remarketable
Notes may be authenticated and delivered until after the Fixed Rate Remarketing
Date. Any such additional Remarketable Notes will have the same Stated Maturity
and other terms as those initially issued. Further Remarketable Notes may be
also authenticated and delivered as provided by Sections 304, 305, 306, 905 or
1107 of the Original Indenture.
The Remarketable Notes shall be issued in definitive fully registered form
without coupons, in substantially the form set out in Exhibit A hereto. The
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entire initially issued principal amount of the Remarketable Notes shall
initially be evidenced by one or more certificates issued to Cede & Co., as
nominee for The Depository Trust Company.
The form of the Trustee's Certificate of Authentication for the
Remarketable Notes shall be in substantially the form set forth in Exhibit B
---------
hereto.
Each Remarketable Note shall be dated the date of authentication thereof.
SECTION 102. Definitions. The following defined terms used herein shall,
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unless the context otherwise requires, have the meanings specified below.
Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Original Indenture.
"Adjusted Treasury Rate" means, with respect to any Redemption Date:
(1) the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently
published statistical release designated "H.15(519)" or any
successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury Constant
Maturities", for the maturity corresponding to the Post-Remarketing
Comparable Treasury Issue (if no maturity is within three months
before or after the remaining term of the Remarketable Notes,
yields for the two published maturities most closely corresponding
to the Post-Remarketing Comparable Treasury Issue will be
determined and the Adjusted Treasury Rate will be interpolated or
extrapolated from such yields on a straight line basis, rounding to
the nearest month); or
(2) if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Post-Remarketing Comparable Treasury
Issue, calculated using a price for the Post-Remarketing Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Post-Remarketing Comparable Treasury Price for such
Redemption Date.
"Applicable Spread" shall be the lowest Fixed Rate Bid, expressed as a
spread (in the form of a percentage or in basis points) above the Base Rate for
the Remarketable Notes,
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obtained by the Remarketing Dealer by 3:30 p.m., New York City time, on the
Fixed Rate Determination Date from the Fixed Rate Bids quoted to the Remarketing
Dealer by up to five Reference Corporate Dealers.
"Base Rate" means 5.72% per annum.
"Bid" means a Fixed Rate Bid or a Floating Rate Bid, as the case may be.
"Business Day" means any day other than a Saturday or Sunday or a day on
which banking institutions in New York City or Richmond, Virginia are authorized
or obligated by law or executive order to close.
"Comparable Treasury Issue" means the U.S. Treasury Security selected by
the Remarketing Dealer, as of the first Determination Date, as being the then
current on-the-run ten-year U.S. Treasury Security (meaning the then most
recently issued ten-year U.S. Treasury Security), unless, in the reasonable
judgment of the Remarketing Dealer, the then on-the-run ten- year U.S. Treasury
Security is not then being used as the "pricing bond" for comparable corporate
issues, in which case the Comparable Treasury Issue will mean the "pricing bond"
used at the time for comparable corporate issues or, if, in the reasonable
judgment of the Remarketing Dealer, there is no such "pricing bond", then the
Comparable Treasury Issue will mean the U.S. Treasury Security or Securities
selected by the Remarketing Dealer as having an actual or interpolated maturity
or maturities comparable to the remaining term of the Remarketable Notes.
"Comparable Treasury Price" means, with respect to the first Remarketing
Date:
(1) the offer prices for the Comparable Treasury Issue (expressed
in each case as a percentage of their principal amount) at 12:00
noon, New York City time, on the first Determination Date, as set
forth on Telerate Page 500 (or such other page as may replace
Telerate Page 500), or
(2) if such page (or any successor page) is not displayed or does
not contain such offer prices on such first Determination Date, (1)
the average of up to five Reference Treasury Dealer Quotations for
such Remarketing Date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or (2) if fewer than five
such Reference Treasury Dealer Quotations are obtained, the average
of all such quotations.
"Determination Date" means either the Fixed Rate Determination Date or the
Floating Rate Spread Determination Date.
"Dollar Price" means (1) the principal amount of the Remarketable Notes,
plus, (2) the premium equal to the excess, if any, of (A) the present value, as
of the first Remarketing Date, of the Remaining Scheduled Payments, discounted
to such first Remarketing Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate, over (B) the principal
amount of the Remarketable Notes.
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"Fixed Rate Bid" means an irrevocable offer to purchase the aggregate
outstanding principal amount of the Remarketable Notes at the Dollar Price, but
assuming:
(1) a settlement date that is the Fixed Rate Remarketing Date,
without accrued interest,
(2) a maturity date that is the 10th anniversary of the Fixed Rate
Remarketing Date, and
(3) a stated annual interest rate equal to the Base Rate plus the
spread bid by the Reference Corporate Dealer.
"Fixed Rate Determination Date" means the third Business Day prior to the
Fixed Rate Remarketing Date.
"Fixed Rate Remarketing Date" means (a) the first Remarketing Date,
assuming the Remarketing Dealer has elected to purchase the Remarketable Notes
and the Company has not elected to exercise its Floating Period Option, or (b)
the subsequent Remarketing Date on which the Remarketing Dealer is obligated to
remarket the Remarketable Notes, in the event that the Company has elected to
exercise its Floating Period Option (which date will also be the Floating Period
Termination Date).
"Floating Period Interest Rate" means the sum of the Reference Rate and the
Floating Rate Spread.
"Floating Period Notification Date" means the fourth Business Day
immediately preceding the first Remarketing Date for the Remarketable Notes.
"Floating Period Option" means the Company's right, on any date subsequent
to the Remarketing Dealer's election to purchase the Remarketable Notes, but
prior to the fourth Business Day immediately preceding the first Remarketing
Date, to require the Remarketing Dealer to remarket the Remarketable Notes at
the Floating Period Interest Rate.
"Floating Period Termination Date" means a date during the Floating Rate
Reset Period that would otherwise be the Reference Rate Reset Date following the
date the Company elects to terminate the Floating Rate Period or the Reference
Rate Reset Date that would otherwise occur in the month in which the first
anniversary of the first Remarketing Date occurs, whichever is earlier.
"Floating Period Termination Notification Date" means a date during the
Floating Rate Reset Period on which the Company elects to terminate the Floating
Rate Period which date shall be at least five Business Days prior to the
Floating Period Termination Date.
"Floating Rate Bid" means an irrevocable offer to purchase the aggregate
outstanding principal amount of the Remarketable Notes at the Dollar Price, but
assuming:
(1) a settlement date that is the Floating Rate Remarketing Date
without accrued interest,
(2) a maturity date equal to the Floating Period Termination Date,
(3) a stated annual interest rate equal to the Reference Rate plus
the Floating Rate Spread,
(4) that such Remarketable Notes are callable for repurchase by the
Remarketing
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Dealer at the Dollar Price on the Floating Period Termination Date,
and
(5) that the Company will redeem the Remarketable Notes at the
Dollar Price on the Floating Period Termination Date if not
previously repurchased by the Remarketing Dealer.
"Floating Rate Period" means the period from (and including) the Floating
Rate Remarketing Date to (but excluding) the Floating Period Termination Date.
"Floating Rate Remarketing Date" means September 16, 2002 in the event that
the Company has elected to exercise its Floating Period Option.
"Floating Rate Reset Period" means the period from (and including) the
first Reference Rate Reset Date to (but excluding) the next following Reference
Rate Reset Date, and thereafter the period from (and including) a Reference Rate
Reset Date to (but excluding) the next following Reference Rate Reset Date;
provided that the final Floating Rate Reset Period during the Floating Rate
Period will run to (but exclude) the Floating Period Termination Date.
"Floating Rate Spread" shall be the lowest applicable Floating Rate Bid
expressed as a spread (in the form of a percentage or in basis points) above the
Reference Rate obtained by the Remarketing Dealer by 3:30 p.m., New York City
time, on the third Business Day prior to the Floating Rate Remarketing Date,
from the Floating Rate Bids quoted to the Remarketing Dealer by up to five
Reference Money Market Dealers.
"Floating Rate Spread Determination Date" means the third Business Day
prior to the Floating Rate Remarketing Date.
"Independent Investment Banker" means either Banc of America Securities LLC
or Morgan Stanley & Co. Incorporated and their respective successors as selected
by the Company, or if both of these firms are unwilling or unable to serve as
such, an independent investment and banking institution of national standing
appointed by the Company.
"Interest Payment Date" means the dates on which the Company shall be
obligated to make interest payments on the Remarketable Notes, which dates shall
be, as applicable:
(1) during the period prior to and including the first Remarketing
Date, semi-
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annually on September 15 and March 15 of each year, commencing on
March 15 , 2001, provided however, that the Interest Payment Date
occurring in September, 2002 shall be on September 16, 2002; and
(2) during the period after the Fixed Rate Remarketing Date, if
any, semi-annually on each day that is a six-month anniversary of
such date; and
(3) during the period after the Floating Rate Remarketing Date, if
any, on each Reference Rate Reset Date commencing on the Reference
Rate Reset Date following the first Reference Rate Reset Date and
ending on the Floating Period Termination Date.
"Interest Rate to Maturity" shall have the meaning set forth in Section
106(2)(i).
"LIBOR Business Day" means a day that is a Business Day and a London
Business Day.
"Lien" means any mortgage, lien, pledge, security interest or other
encumbrance of any kind.
"London Business Day" means any day on which dealings in U.S. dollars are
transacted in the London Inter-Bank Market.
"Material Subsidiary" means a Subsidiary of the Company whose total assets
(as determined in accordance with GAAP) represent at least 20% of the total
assets of the Company on a consolidated basis; provided, however, that in no
event shall Dominion Capital, Inc. be included as a Material Subsidiary.
"Notification Date" means, with respect to the first Remarketing Date, a
Business Day not earlier than 15 Business Days prior to the first Remarketing
Date, and not later than 4:00 p.m., New York City time, on the tenth Business
Day prior to the first Remarketing Date, on which the Remarketing Dealer
notifies the Company and the Trustee as to whether it elects to purchase the
Remarketable Notes on such Remarketing Date.
"Original Issue Date" means September 11, 2000.
"Outstanding", when used with respect to the Remarketable Notes, means, as
of the date of determination, all Remarketable Notes, theretofore authenticated
and delivered under the Indenture, except:
(1) Remarketable Notes theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;
(2) Remarketable Notes for whose payment at Maturity the necessary
amount of money or money's worth has been theretofore deposited
(other than pursuant to Section 402) with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such Remarketable Notes.
6
<PAGE>
(3) Remarketable Notes with respect to which the Company has
effected defeasance or covenant defeasance pursuant to Section 402
of the Original Indenture; and
(4) Remarketable Notes that have been paid pursuant to Section 306
or in exchange for or in lieu of which other Remarketable Notes
have been authenticated and delivered pursuant to the Indenture,
other than any such Remarketable Notes in respect of which there
shall have been presented to the Trustee proof satisfactory to it
that such Remarketable Notes are held by a bona fide purchaser in
whose hands such Remarketable Notes are valid obligations of the
Company; provided, however, that in determining whether the Holders
of the requisite principal amount of Outstanding Remarketable Notes
have given any request, demand, authorization, direction, notice,
consent or waiver hereunder or are present at a meeting of Holders
of Remarketable Notes for quorum purposes, Remarketable Notes owned
by the Company or any other obligor upon the Remarketable Notes or
any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making any
such determination or relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only
Remarketable Notes which a Responsible Officer of the Trustee knows
to be so owned shall be so disregarded. Remarketable Notes so owned
which shall have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the
Trustee (A) the pledgee's right so to act with respect to such
Remarketable Notes and (B) that the pledgee is not the Company or
any other obligor upon the Remarketable Notes or an Affiliate of
the Company or such other obligor.
"Post-Remarketing Comparable Treasury Issue" means the U.S. Treasury
Security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Remarketable Notes to be redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Remarketable Notes or, if, in
the reasonable judgment of the Independent Investment Banker, there is no such
security, then the Post-Remarketing Comparable Treasury Issue will mean the U.S.
Treasury Security or Securities selected by an Independent Investment Banker as
having an actual or interpolated maturity or maturities comparable to the
remaining term of the Remarketable Notes.
"Post-Remarketing Comparable Treasury Price" means (1) the average of five
Post-Remarketing Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest Post-Remarketing Reference Treasury
Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer
than five such Post Remarketing Reference Treasury Dealer Quotations, the
average of all such quotations.
"Post-Remarketing Reference Treasury Dealer Quotations" means, with respect
to each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Independent Investment Banker, of the bid and asked prices for
the Post-Remarketing
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Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such Redemption
Date.
"Principal Property" means any plant or facility of the Company located in
the United States that in the opinion of the Board of Directors or management of
the Company is of material importance to the business conducted by the Company
and its consolidated Subsidiaries taken as whole.
"Reference Corporate Dealer" means each of up to five leading dealers of
publicly traded debt securities, including the Company's debt securities, which
shall be selected by the Company. The Company will advise the Remarketing Dealer
of its selection of Reference Corporate Dealers no later than five Business Days
prior to the Fixed Rate Remarketing Date. If either Banc of America Securities
LLC or Morgan Stanley & Co. Incorporated is then acting as the Remarketing
Dealer, or if either of such firms is acting as an underwriter for the
Remarketable Notes, then it will be among the Reference Corporate Dealers the
Company will select.
"Reference Money Market Dealer" means each of up to five dealers of
publicly traded debt securities, including the Company's debt securities,
selected by the Company, who are also leading dealers in money market
instruments. The Company will advise the Remarketing Dealer of its selection of
Reference Money Market Dealers no later than five Business Days prior to the
Floating Rate Remarketing Date. If either Banc of America Securities LLC or
Morgan Stanley & Co. Incorporated is then acting as the Remarketing Dealer, or
if either of such firms is acting as an underwriter for the Remarketable Notes,
then it will be among the Reference Money Market Dealers the Company will
select.
"Reference Rate" means:
(1) The rate for each Floating Rate Reset Period which will be the
rate for deposits in U.S. Dollars for a period of one month which
appears on Telerate Page 3750 (or any successor page) as of 11:00
a.m., London time, on the applicable Reference Rate Determination
Date.
(2) If no rate appears on Telerate Page 3750 on the Reference Rate
Determination Date, the Remarketing Dealer will request the
principal London offices of four major reference banks in the
London Inter-Bank Market to provide it with their offered
quotations for deposits in U.S. Dollars for the period of one
month, commencing on the first day of the Floating Rate Reset
Period, to prime banks in the London Inter-Bank Market at
approximately 11:00 a.m., London time, on the Reference Rate
Determination Date and in a principal amount that is representative
for a single transaction in U.S. Dollars in that market at that
time. If at least two quotations are provided, then the Reference
Rate will be the average of those quotations. If fewer than two
quotations are provided, then the Reference Rate will be the
average (rounded, if necessary, to the nearest one hundredth (0.01)
of one percent) of the rates quoted at approximately 11:00 a.m.,
New York
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City time, on the Reference Rate Determination Date by three major
banks in New York City selected by the Remarketing Dealer for loans
in U.S. dollars to leading European banks, having a one-month
maturity and in a principal amount that is representative for a
single transaction in U.S. dollars in that market at that time. If
the banks selected by the Remarketing Dealer are not providing
quotations in the manner described by this paragraph, the rate for
the Floating Rate Reset Period following the Reference Rate
Determination Date will be the rate in effect on that Reference
Rate Determination Date.
"Reference Rate Determination Date" will be the second LIBOR Business Day
preceding each Reference Rate Reset Date.
"Reference Rate Reset Date" means the first Remarketing Date and the 15th
day of each month thereafter until (but excluding) the Floating Period
Termination Date.
"Reference Treasury Dealer" means each of up to five Primary U.S.
Government Securities dealers (each a "Primary Treasury Dealer") to be selected
by the Company, and their respective successors; provided that if any of the
foregoing ceases to be a Primary Treasury Dealer, the Company will substitute
another Primary Treasury Dealer. The Company will advise the Remarketing Dealer
of its selection of Reference Treasury Dealers no later than five Business Days
prior to the first Remarketing Date. If either Banc of America Securities LLC or
Morgan Stanley & Co. Incorporated is then acting as the Remarketing Dealer, or
if either of such firms is acting as an underwriter for the Remarketable Notes,
then it will be among the Reference Treasury Dealers the Company will select.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer, the offer prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Remarketing Dealer by such Reference Treasury Dealer, by 3:30
p.m., New York City time, on the applicable Determination Date.
"Regular Record Date" means, with respect to each Interest Payment Date,
the close of business on the 15th calendar day (whether or not a Business Day)
preceding such Interest Payment Date.
"Remaining Scheduled Payments" means, the remaining scheduled payments of
the principal of and interest on Remarketable Notes, calculated at the Base
Rate, that would be due after the first Remarketing Date, to and including the
Stated Maturity; provided that if such first Remarketing Date is not an Interest
Payment Date, the amount of the next succeeding scheduled interest payment will
be reduced by the amount of interest accrued to first Remarketing Date.
"Remarketing Agreement" means the agreement between the Company and Banc of
America Securities LLC, dated as of September 11, 2000, relating to the
remarketing of the Remarketable Notes.
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"Remarketing Date(s)" means (i) September 16, 2002, or (ii) if the
Remarketing Dealer has elected, in connection with the Remarketing Date
occurring on September 16, 2002, to purchase the Remarketable Notes and the
Company has elected to exercise its Floating Period Option, then the Remarketing
Date also means the Floating Period Termination Date.
"Remarketing Dealer" means Banc of America Securities LLC or any successor
Remarketing Dealer under the Remarketing Agreement.
"Stated Maturity" means September 16, 2012 or in the event the Company
elects to exercise its Floating Period Option in accordance with Section
106(2)(ii), the tenth anniversary of the Fixed Rate Remarketing Date, but not
later than September 16 , 2013.
"Telerate Page 500" means the display designated as "Telerate page 500" on
Dow Jones Markets (or such other page as may replace "Telerate page 500" on such
service) or such other service displaying the offer prices, as may replace Dow
Jones Markets.
"Telerate Page 3750" means the display designated as "Telerate page 3750"
on Dow Jones Markets (or such other page as may replace "Telerate page 3750" on
such service) or such other service displaying the offer prices, as may replace
Dow Jones Markets.
"Treasury Rate" means, with respect to the first Remarketing Date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Remarketing Date.
SECTION 103. Payment of Principal and Interest. The principal of the
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Remarketable Notes shall be due at Stated Maturity (unless earlier redeemed).
The Company will pay interest on the Remarketable Notes at the rates described
below on the Interest Payment Dates. Interest payments on the Remarketable Notes
shall be in the amount of interest accrued from and including the next preceding
Interest Payment Date (or from and including September 11, 2000, if no interest
has been paid or duly provided with respect to the Remarketable Notes) to but
excluding the relevant Interest Payment Date, Remarketing Date or Stated
Maturity, as the case may be. Notwithstanding the foregoing, if the date of a
Remarketable Note is after a Regular Record Date and before the following
Interest Payment Date, such Remarketable Note shall bear interest from such
Interest Payment Date; provided that if the Company shall default in the payment
of interest due on such Interest Payment Date, then such Remarketable Note shall
bear interest from the immediately preceding Interest Payment Date to which
interest on the Remarketable Notes has been paid or duly provided for, or, if no
interest has been paid or duly provided for on the Remarketable Notes from
September 11, 2000.
The rate of interest on the Remarketable Notes for the period from
September 11, 2000, to but excluding September 16, 2002, which is the first
Remarketing Date, will be 7.40% per annum.
From and including the first Remarketing Date, the rate of interest on the
Remarketable Notes will be either the Interest Rate to Maturity (if the first
Remarketing Date is also the Fixed Rate Remarketing Date) or the Floating Period
Interest Rate based on the accrual method
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described below (if the first Remarketing Date is also the Floating Rate
Remarketing Date).
During the Floating Rate Period, the Remarketable Notes shall accrue
interest on the Dollar Price thereof at a rate per annum equal to the Floating
Period Interest Rate, determined as set forth herein, with respect to each
Floating Rate Reset Period, such interest to accrue from the first Reference
Rate Reset Date to and excluding the Floating Period Termination Date. The
amount of interest to be paid for any Floating Rate Reset Period will be
calculated by adding the daily interest amounts for each day in the Floating
Rate Reset Period.
If the first Remarketing Date is also the Floating Rate Remarketing Date,
then from and including the subsequent Fixed Rate Remarketing Date, the rate of
interest on the Remarketable Notes will be the Interest Rate to Maturity.
During the period prior to the first Remarketing Date and the period after
the Fixed Rate Remarketing Date, interest shall be computed on the basis of a
360-day year of twelve 30-day months. Interest on the Remarketable Notes during
the Floating Rate Period shall be computed on the basis of the actual number of
days in each Floating Rate Reset Period over a 360-day year.
If any interest, principal or other payment date of the Remarketable Notes
(including any payment date in connection with a mandatory tender or mandatory
redemption as described in Sections 106 and 107 below), occurring during a
period when the Remarketable Notes are accruing interest at a fixed rate, does
not fall on a Business Day, a payment otherwise payable on that day will be made
on the next succeeding Business Day. Such payment will have the same effect as
if made on the originally scheduled payment date, and no interest will accrue
for the period from and after such payment date. In the case of any such
payment occurring during a period when the Remarketable Notes are accruing
interest at a floating rate, interest will accrue from such originally scheduled
payment date to but excluding, and shall be payable on, the next succeeding
Business Day (except in the case of an interest payment at Stated Maturity, in
which case no interest will accrue on and after the Stated Maturity).
Interest on the Remarketable Notes payable on any Interest Payment Date
shall, except as otherwise provided in the Indenture, be payable to the Persons
in whose names the Remarketable Notes are registered on the Regular Record Date
for such Interest Payment Date; provided, that interest shall be paid by mailing
a check therefor to or upon the written order of the Person entitled thereto at
such Person's last address as it appears on the Security Register or, upon
application to the Trustee by a Holder of $1,000,000 or more in aggregate
principal amount of the Remarketable Notes at least five Business Days prior to
the applicable Interest Payment Date, by wire transfer of immediately available
funds to an account maintained by such Person with a bank or other financial
institution located in the United States. Any such interest that is not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holders on such Regular Record Date and may either be paid to the Persons in
whose names the Remarketable Notes are registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee (in accordance with Section 307 of the Original Indenture), notice
whereof shall be given to the Holders of the Remarketable Notes not less than
ten days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange,
if any, on
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which the Remarketable Notes may be listed, and upon such notice as may be
required by any such exchange, all as more fully provided in the Original
Indenture.
SECTION 104. Denominations. The Remarketable Notes may be issued in
-------------
denominations of $1,000, or any integral multiple thereof.
SECTION 105. Global Securities. The Remarketable Notes will be issued
-----------------
initially in the form of one or more Global Securities registered in the name of
the Depositary (which shall be The Depository Trust Company) or its nominee.
Except under the limited circumstances described below, Remarketable Notes
represented by such Global Securities will not be exchangeable for, and will not
otherwise be issuable as, Remarketable Notes in definitive form. The Global
Securities described above may not be transferred except by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or to a successor Depositary or its nominee.
Owners of beneficial interests in such a Global Security will not be
considered the Holders thereof for any purpose under the Indenture, and no
Global Security representing a Remarketable Note shall be exchangeable, except
for another Global Security of like denomination and tenor to be registered in
the name of the Depositary or its nominee or to a successor Depositary or its
nominee or except as described below. The rights of Holders of such Global
Security shall be exercised only through the Depositary.
A Global Security shall be exchangeable for Remarketable Notes registered
in the names of Persons other than the Depositary or its nominee only if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as a
Depositary for such Global Security and no successor Depositary shall have been
appointed by the Company within 90 days of receipt by the Company of such
notification, or if at any time the Depositary ceases to be a clearing agency
registered under the Exchange Act at a time when the Depositary is required to
be so registered to act as such Depositary and no successor Depositary shall
have been appointed by the Company within 90 days after it becomes aware of such
cessation, or (ii) the Company in its sole discretion determines that such
Global Security shall be so exchangeable. Any Global Security that is
exchangeable pursuant to the preceding sentence shall be exchangeable for
Remarketable Notes registered in such names as the Depositary shall direct.
SECTION 106. Mandatory Tender, Remarketing and Determination of Interest
-----------------------------------------------------------
Rate. The Remarketing Dealer's obligations set forth herein shall be performed
----
pursuant to the Remarketing Agreement.
(1) Mandatory Tender.
If the Remarketing Dealer gives notice to the Company and the Trustee on
the Notification Date of its intention to purchase the Remarketable Notes
for remarketing on the first Remarketing Date, the Remarketable Notes shall
be automatically tendered, or deemed tendered, to the Remarketing Dealer
for purchase on such Remarketing Date except as provided in certain
circumstances described in Section 107. The purchase price
12
<PAGE>
payable to the Holders of such tendered Remarketable Notes will be
equal to 100% of the aggregate principal amount thereof on the first
Remarketing Date.
Upon the occurrence of a subsequent Remarketing Date, if any, the
Remarketable Notes shall be automatically tendered, or deemed
tendered, to the Remarketing Dealer for purchase on such Remarketing
Date except as provided in certain circumstances described in
Section 107. The purchase price payable to the Holders of such
tendered Remarketable Notes will be the Dollar Price thereof on such
Remarketing Date. The Company shall give notice to the Remarketing
Dealer and the Trustee of any subsequent Remarketing Date at least
five Business Days before such Remarketing Date.
If the Remarketable Notes are tendered or deemed tendered for
remarketing, the Remarketing Dealer shall sell 100% of the aggregate
principal amount of the Remarketable Notes at the Dollar Price to
the Reference Corporate Dealer or the Reference Money Market Dealer,
whichever is applicable, providing the lowest Bid. If two or more of
the applicable Reference Dealers provide the lowest Bid, the
Remarketing Dealer shall sell the Remarketable Notes to one or more
of such Reference Dealers, as it determines in its sole discretion.
The obligation of the Remarketing Dealer to purchase the
Remarketable Notes on the Remarketing Date is subject to the
conditions set forth in the Remarketing Agreement. If for any reason
the Remarketing Dealer does not purchase all of the Remarketable
Notes on any Remarketing Date, the Company shall be required to
redeem the Remarketable Notes in whole in accordance with Section
107(1) on the first Remarketing Date at a Redemption Price equal to
100% of the aggregate principal amount thereof, plus all accrued and
unpaid interest, if any, to such Remarketing Date, or on any
subsequent Remarketing Date at a Redemption Price equal to the
Dollar Price, plus accrued and unpaid interest, if any, to any such
subsequent Remarketing Date.
(2) Remarketing.
The interest rates on the Remarketable Notes for periods beginning
on the Remarketing Dates, if any, shall be established Dealer in
accordance with the following procedures:
(i) Determination of Interest Rate To Maturity, Floating Rate
Spread, and Dollar Price.
If the Remarketing Dealer elects to purchase the Remarketable
Notes in connection with the first Remarketing Date, then by
3:30 p.m., New York City time, on the Floating Rate Spread
Determination Date or the Fixed Rate Determination Date in
connection with the first Remarketing Date, depending on the
following election, the Remarketing Dealer will determine the
Floating Rate Spread in the case that the Company has elected
the Floating Period Option, or otherwise the Interest Rate to
Maturity to the nearest one hundredth (0.01) of one percent
per annum unless the Company has elected to redeem pursuant to
Section
13
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107(2), or is required to redeem pursuant to Section 107(1),
the Remarketable Notes.
If there is a subsequent Remarketing Date, then by 3:30 p.m.
New York City time, on the related Fixed Rate Determination
Date, the Remarketing Dealer will determine the Interest Rate
to Maturity to the nearest one hundredth (0.01) of one percent
per annum unless the Company elects or is required to redeem
the Remarketable Notes as stated above.
The Interest Rate to Maturity shall be equal to the sum of the
Base Rate and the Applicable Spread. On the Floating Rate
Spread Determination Date and the Fixed Rate Determination
Date with respect to the first Remarketing Date, the
Remarketing Dealer will determine the Dollar Price. The
Interest Rate to Maturity and the Dollar Price for the
Remarketable Notes announced by the Remarketing Dealer, absent
manifest error, shall be binding and conclusive upon the
holders of beneficial interests in the Remarketable Notes, the
Company and the Trustee, and the Trustee shall have no
responsibility for the calculation thereof.
(ii) Floating Rate Period.
Following the Remarketing Dealer's election to purchase the
Remarketable Notes, but prior to the Floating Period
Notification Date, the Company may elect to exercise its
Floating Period Option. If the Company makes such election,
the Remarketable Notes will bear interest at the Floating
Period Interest Rate until such the Floating Period
Termination Date. In the event that the Company elects to
exercise its Floating Period Option, the maturity of the
Remarketable Notes will be extended to the tenth anniversary
of the Fixed Rate Remarketing Date, but not later than
September 16, 2013.
The interest rate in effect with respect to each Floating Rate
Reset Period shall be the Floating Period Interest Rate
determined for such period on the preceding Reference Rate
Determination Date. The Floating Period Interest Rate for the
Remarketable Notes announced by the Remarketing Dealer, absent
manifest error, will be binding and conclusive upon the
holders of beneficial interests in such Remarketable Notes,
the Company and the Trustee and the Trustee shall have no
responsibility for the calculation thereof.
(iii) Notifications.
Subject to the Remarketing Dealer's election to remarket the
Remarketable Notes at the first Remarketing Date and to the
Company's election not to exercise its Floating Period Option
and in connection with the subsequent Remarketing Date, the
Remarketing Dealer shall notify the Company and the Trustee
by telephone, confirmed in writing (which may include
facsimile or other electronic transmission), by 4:00 p.m., New
York City time, on the Fixed Rate Determination Date of the
Interest Rate to Maturity of the Remarketable Notes
14
<PAGE>
effective from and including the Fixed Rate Remarketing Date.
Promptly after the determination thereof, the Remarketing
Dealer shall notify the Company and the Trustee of the Dollar
Price. The Company shall notify the Remarketing Dealer and the
Trustee of its election to exercise its Floating Period Option
prior to the Floating Period Notification Date. Following
receipt of such notification, the Remarketing Dealer shall
notify the Company and the Trustee by telephone, confirmed in
writing (which may include facsimile or other electronic
transmission), by 4:00 p.m., New York City time, on each
Reference Rate Determination Date of the interest rate with
respect to each Floating Rate Reset Period. on or before the
Floating Rate Period Termination Date. On or before the
Floating Period Termination Notification Date, the Company
shall notify the Remarketing Dealer and the Trustee of its
election to terminate the Floating Rate Period. At each
Reference Rate Determination Date after the first Remarketing
Date the Remarketing Dealer shall similarly notify the
Company, the Trustee and the Depositary by telephone,
confirmed in writing (which may include facsimile or other
electronic transmission) by 4:00 p.m. New York City time.
(iv) Determination of Interest Rates in Special Circumstances
If the Remarketing Dealer elects or is obligated to purchase
the Remarketable Notes at any Remarketing Date and thereafter
certain events described in the Remarketing Agreement occur,
the Remarketing Dealer will have the right to terminate the
Remarketing Agreement or terminate its obligation to purchase
the Remarketable Notes, or, until 3:30 p.m., New York City
time, on the Business Day immediately preceding the
Remarketing Date, to elect to purchase the Remarketable Notes
for remarketing and determine a new Floating Period Interest
Rate or Interest Rate to Maturity in the manner provided in
Section 106(2)(i), except that for purposes of determining the
new Floating Period Interest Rate or Interest Rate to Maturity
pursuant to this Section 106(2)(iv), the Determination Date
referred to therein and in the definitions contained therein
shall be the date of such election and redetermination. The
Remarketing Dealer shall notify the Company and the Trustee by
telephone, confirmed in writing (which may include facsimile
or other electronic transmission) by 4:00 p.m., New York City
time, on the date of such election and redetermination, of the
new Floating Period Interest Rate or Interest Rate to
Maturity, as the case may be, of the Remarketable Notes.
Thereupon, such new Floating Period Interest Rate or Interest
Rate to Maturity shall supersede and replace any Floating
Period Interest Rate or Interest Rate to Maturity previously
determined by the Remarketing Dealer and, absent manifest
error, shall be binding and conclusive upon the holders of
beneficial interest in the Remarketable Notes on and after
such Remarketing Date, the Company and the Trustee and the
Trustee shall have no responsibility for the calculation
thereof.
SECTION 107. Redemption.
----------
(1) Mandatory Redemption.
The Company shall be required to redeem the Remarketable Notes, in
whole, from the Holders on the applicable Remarketing Date at a
Redemption Price equal to 100% of the aggregate principal amount
of the Remarketable Notes, if such Remarketing Date is the first
Remarketing Date, or the Dollar Price on any subsequent
Remarketing Date, plus all accrued and unpaid interest, if any, to
such Remarketing Date, in the event that (i) the Remarketing
Dealer for any reason does not elect by notice to the Company and
the Trustee not later than the Notification Date, to purchase the
Remarketable Notes for remarketing on such Remarketing Date, (ii)
prior to any Remarketing Date, the Remarketing Dealer resigns and
no successor has been appointed on or before the related
Determination Date, (iii) at any time after the Remarketing Dealer
elects on the Notification Date to remarket such Remarketable
Notes, the Remarketing Dealer elects to terminate the Remarketing
Agreement in accordance with its terms, (iv) the Remarketing
Dealer for any reason does not notify the Company of the Floating
Period Interest Rate or of the Interest Rate to Maturity by 4:00
p.m., New York City time, on the applicable Determination Date,
(v) the Remarketing Dealer for any reason does not deliver the
purchase price of such Remarketable Notes to the Trustee on such
Remarketing Date or does not purchase all tendered Remarketable
Notes on such Remarketing Date, or (vi) the Company for any reason
fails to redeem the Remarketable Notes from the Remarketing Dealer
following the Company's election to effect such redemption as set
forth in subsection (2) of this Section 107 below. Notwithstanding
Section 1104 of the Original Indenture, the Company shall notify
the Trustee and the Depositary of the date on which any such
redemption will occur at least 30 days prior thereto unless the
events that cause the Company to be required to effect such
redemption have not occurred at least five days before such date,
in which case the Company shall provide the Trustee and the
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<PAGE>
Depositary with as much notice of the Redemption Date as is
reasonably practicable under the circumstances. No other notice of
such redemption shall be required.
(2) Optional Redemption.
The Company shall have the right to redeem the Remarketable Notes,
in whole, from the Remarketing Dealer on any Remarketing Date in
accordance with the procedures set forth below. If the Remarketing
Dealer elects in connection with the first Remarketing Date, or is
obligated in connection with the subsequent Remarketing Date, if
any, to remarket the Remarketable Notes, the Company shall,
notwithstanding Section 1104 of the Original Indenture, notify the
Remarketing Dealer and the Trustee, not later than 4:00 p.m. New
York City time on the fourth Business Day immediately preceding
any Remarketing Date, if the Company irrevocably elects to
exercise its right to redeem the Remarketable Notes, in whole,
from the Remarketing Dealer on such Remarketing Date. No other
notice of such redemption shall be required. If the Company so
elects to redeem the Remarketable Notes, the Company shall redeem
the Remarketable Notes in whole on the first Remarketing Date or
on the subsequent Remarketing Date at the Dollar Price, in each
case, plus accrued and unpaid interest, if any, to such
Remarketing Date.
(3) Post-Remarketing Optional Redemption
After the Fixed Rate Remarketing Date, the Remarketable Notes are
redeemable, in whole or in part, at any time, and at the option of
the Company, at a Redemption Price equal to the greater of: (1)
100% of the principal amount of the Remarketable Notes then
Outstanding to be redeemed, or (2) the sum of the present values
of the remaining scheduled payments of principal and interest
thereon (not including any portion of such payments of interest
accrued as of the Redemption Date) discounted to the Redemption
Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus 15 basis
points, as calculated by an Independent Investment Banker, plus
accrued and unpaid interest thereon to the applicable Redemption
Date.
The Adjusted Treasury Rate shall be calculated on the
third Business Day preceding the Redemption Date. The Company
shall give the Trustee notice of the Redemption Price of any
redemption pursuant to this Section 107(3) promptly after the
calculation thereof and the Trustee shall have no responsibility
for any such calculation.
In the event of the redemption of the Remarketable Notes
is in part only, a new Remarketable Note or Notes for the
unredeemed portion will be issued in the name or names of the
Holders thereof upon surrender thereof.
Notice of any redemption pursuant to this Section 107(3)
shall be given as provided in Section 1104 of the Original
Indenture.
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SECTION 108. Additional Interest. Interest on overdue principal and (to the
-------------------
extent permitted by applicable law) on overdue installments of interest shall
accrue at the then applicable interest rate on the Remarketable Notes.
SECTION 109. Paying Agent. The Trustee shall initially serve as Paying
------------
Agent with respect to the Remarketable Notes, with the Place of Payment
initially being the Corporate Trust Office of the Trustee.
SECTION 110. Limitation on Liens. The Company will not, while any of the
-------------------
Remarketable Notes remain Outstanding, create, or suffer to be created or to
exist, any Lien upon any Principal Property of the Company or upon any shares of
stock of any Material Subsidiary of the Company, whether such Principal Property
is, or shares of stock are, now owned or hereafter acquired, to secure any
indebtedness for borrowed money of the Company, unless it shall make effective
provision whereby the Remarketable Notes then Outstanding shall be secured by
such Lien equally and ratably with any and all indebtedness for borrowed money
thereby secured so long as any such indebtedness shall be so secured; provided,
however, that nothing in this Section shall be construed to prevent the Company
from creating, or from suffering to be created or to exist, any Liens, or any
agreements, with respect to:
(1) purchase money mortgages, or other purchase money liens, pledges,
security interests or encumbrances of any kind upon property hereafter
acquired by the Company, or Liens of any kind existing on any property
or any shares of stock at the time of the acquisition thereof
(including Liens which exist on any property or any shares of stock of
a Person which is consolidated with or merged with or into the Company
or which transfers or leases all or substantially all of its
properties to the Company), or conditional sales agreements or other
title retention agreements and leases in the nature of title retention
agreements with respect to any property hereafter acquired; provided,
however, that no such Lien shall extend to or cover any other property
of the Company;
(2) Liens upon any property of the Company or any shares of stock of any
Material Subsidiary of the Company existing as of the date of the
initial issuance of the Remarketable Notes or upon the shares of stock
of any corporation, which Liens existed at the time such corporation
became a Material Subsidiary of the Company; liens for taxes or
assessments or other governmental charges or levies; pledges to secure
other governmental charges or levies; pledges or deposits to secure
obligations under worker's compensation laws, unemployment insurance
and other social security legislation, including liens of judgments
thereunder which are not currently dischargeable; pledges or deposits
to secure performance in connection with bids, tenders, contracts
(other than contracts for the payment of money) or leases to which the
Company is a party; pledges or deposits to secure public or statutory
obligations of the Company; builders', materialmen's, mechanics',
carriers', warehousemen's, workers', repairmen's, operators',
landlords; or other like liens in the ordinary course of business, or
deposits to obtain the release of such liens; pledges or deposits to
secure, or in lieu of, surety, stay, appeal, indemnity, customs,
performance or return-of-money bonds; other pledges or deposits for
similar purposes in the ordinary course of business; liens
17
<PAGE>
created by or resulting from any litigation or proceeding which at the
time is being contested in good faith by appropriate proceedings;
liens incurred in connection with the issuance of bankers' acceptances
and lines of credit, bankers' liens or rights of offset and any
security given in the ordinary course of business to banks or others
to secure any indebtedness payable on demand or maturing within 12
months of the date that such indebtedness is originally incurred;
liens incurred in connection with repurchase, swap or other similar
agreements (including, without limitation, commodity price, currency
exchange and interest rate protection agreements); leases made, or
existing on property acquired, in the ordinary course of business;
liens securing industrial revenue or pollution control bonds; liens,
pledges, security interests or other encumbrances on any property
arising in connection with any defeasance, covenant defeasance or in-
substance defeasance of indebtedness of the Company, including the
Remarketable Notes; liens created in connection with, and created to
secure, a non-recourse obligation; zoning restrictions, easements,
licenses, rights-of-way, restrictions on the use of property or minor
irregularities in title thereto, which do not, in the opinion of the
Company, materially impair the use of such property in the operation
of the business of the Company or the value of such property for the
purpose of such business;
(3) Liens in favor of the United States, any foreign country or any
department, agency or instrumentality or political subdivision of any
such jurisdiction, to secure partial, progress, advance or other
payments pursuant to any contract or statute or to secure any
indebtedness incurred for the purpose of financing all or any part of
the purchase price or the cost of constructing or improving the
property subject to such mortgages, including, without limitation,
mortgages to secure indebtedness of the pollution control or
industrial revenue bond type;
(4) indebtedness which may be issued by the Company in connection with a
consolidation or merger of the Company or any Material Subsidiary of
the Company with or into any other Person (which may be an Affiliate
of the Company or any Material Subsidiary of the Company) in exchange
for or otherwise in substitution for secured indebtedness of such
Person ("Third Party Debt") which by its terms (i) is secured by a
mortgage on all or a portion of the property of such Person, (ii)
prohibits secured indebtedness from being incurred by such Person,
unless the Third Party Debt shall be secured equally and ratably with
such secured indebtedness or (iii) prohibits secured indebtedness from
being incurred by such Person;
(5) indebtedness of any Person which is required to be assumed by the
Company in connection with a consolidation or merger of such Person,
with respect to which any property of the Company is subjected to a
Lien;
(6) Liens of any kind upon any property acquired, constructed, developed
or improved by the Company (whether alone or in association with
others) after the date of the initial issuance of the Remarketable
Notes which are created prior to, at the time of, or within 18 months
after such acquisition (or in the case of
18
<PAGE>
property constructed, developed or improved, after the completion of
such construction, development or improvement and commencement of full
commercial operation of such property, whichever is later) to secure
or provide for the payment of any part of the purchase price or cost
thereof; provided that in the case of such construction, development
or improvement the Liens shall not apply to any property theretofore
owned by the Company other than theretofore unimproved real property;
(7) Liens in favor of the Company, one or more Material Subsidiaries of
the Company, one or more wholly-owned Subsidiaries of the Company or
any of the foregoing in combination;
(8) the replacement, extension or renewal (or successive replacements,
extensions or renewals), as a whole or in part, of any Lien, or of any
agreement, referred to above in clauses (1) through (7) inclusive, or
the replacement, extension or renewal (not exceeding the principal
amount of indebtedness secured thereby together with any premium,
interest, fee or expense payable in connection with any such
replacement, extension or renewal) of the indebtedness secured
thereby; provided that such replacement, extension or renewal is
limited to all or a part of the same property that secured the Lien
replaced, extended or renewed (plus improvements thereon or additions
or accessions thereto); or
(9) any other Lien not excepted by the foregoing clauses (1) through (8);
provided that immediately after the creation or assumption of such
Lien, the aggregate principal amount of indebtedness for borrowed
money of the Company secured by all Liens created or assumed under the
provisions of this clause (9) shall not exceed an amount equal to 10%
of the common shareholders' equity of the Company, as shown on its
consolidated balance sheet for the accounting period occurring
immediately prior to the creation or assumption of such Lien.
This Section 110 has been included in this Fourth Supplemental Indenture
expressly and solely for the benefit of the Remarketable Notes and shall be
subject to covenant defeasance pursuant to Section 402(3) of the Original
Indenture.
SECTION 111. Original Issue Discount.
-----------------------
If the original issue discount rules are applicable, the Company shall file
with the Trustee promptly at the end of each calendar year (i) a written notice
specifying the amount of original issue discount (including daily rates and
accrual periods) accrued on the Remarketable Notes as of the end of such year
and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.
19
<PAGE>
ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 201. Recitals by Company. The recitals in this Fourth Supplemental
-------------------
Indenture are made by the Company only and not by the Trustee, and all of the
provisions contained in the Original Indenture in respect of the rights,
privileges, immunities, powers and duties of the Trustee shall be applicable in
respect of the Remarketable Notes and of this Fourth Supplemental Indenture as
fully and with like effect as if set forth herein in full.
SECTION 202. Ratification and Incorporation of Original Indenture. As
----------------------------------------------------
supplemented hereby, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture and this Fourth Supplemental Indenture
shall be read, taken and construed as one and the same instrument.
SECTION 203. Executed in Counterparts. This Fourth Supplemental Indenture
------------------------
may be executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts shall together constitute but one and the same
instrument.
SECTION 204. Assignment. The Company shall have the right at all times to
----------
assign any of its rights or obligations under the Indenture with respect to the
Remarketable Notes to a direct or indirect wholly-owned subsidiary of the
Company; provided that, in the event of any such assignment, the Company shall
remain primarily liable for the performance of all such obligations. The
Indenture may also be assigned by the Company in connection with a transaction
described in Article Eight of the Original Indenture.
20
<PAGE>
IN WITNESS WHEREOF, each party hereto has caused this instrument to be
signed in its name and behalf by its duly authorized officer, all as of the day
and year first above written.
DOMINION RESOURCES, INC.
By:_____________________________________
Name:___________________________________
Title:__________________________________
THE CHASE MANHATTAN BANK, as Trustee
By:_____________________________________
Name:___________________________________
Title:__________________________________
21
<PAGE>
Exhibit 4.2
EXHIBIT A
FORM OF
7.40% Series D Remarketable Notes Due 2012
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF [CEDE & CO.] OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO [CEDE & CO.], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, [CEDE & CO.,] HAS AN INTEREST HEREIN.]**
[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]**
===============================
DOMINION RESOURCES, INC.
===============================
7.40% Series D Remarketable Note Due 2012
No. ___ CUSIP No. 257469AA4
ORIGINAL ISSUE DATE: September 11, 2000
______________________________
**Insert in Global Securities.
<PAGE>
INTEREST RATE TO REMARKETING DATE: 7.40%
REMARKETING DATE September 16, 2002
INTEREST RATE TO MATURITY: See Further Provisions set forth herein
MATURITY DATE: September 16, 2012, Subject To Extension
as set forth herein
ISSUE PRICE: ____%
INTEREST PAYMENT DATES: March 15 and September 15, commencing
March 15, 2001 through the
first Remarketing Date and
thereafter, as set forth herein
Dominion Resources, Inc., a corporation duly organized and existing under the
laws of the State of Virginia (hereinafter referred to as the "Company"), for
value received hereby promises to pay to [Cede & Co.]** Insert in Global
Securities.* or registered assigns the principal sum of _______ Dollars
($______) at the Company's office or agency for the purpose initially at the
Corporate Trust Office of The Chase Manhattan Bank, as Trustee (the "Trustee")
on September 16, 2012 (unless and to the extent earlier redeemed or repaid prior
to such maturity date), or at such other maturity date determined in accordance
with the terms hereof, in such coin or currency of the United States of America
as the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest semi-annually in arrears on September 15 and
March 15 of each year, commencing March 15, 2001, to the Remarketing Date
specified above, on the principal sum in like coin or currency at the Interest
Rate to Remarketing Date specified above provided that the September 2002
Interest Payment Date shall be September 16, 2002, and thereafter, subject to
the terms and conditions set forth herein, at the interest rates determined by
the Remarketing Dealer (as defined on the reverse hereof) in accordance with the
procedures referred to on the reverse hereof and on the Interest Payment Dates
referred to on the reverse hereof, at the aforesaid office or agency from the
most recent Interest Payment Date to which interest on the Securities has been
paid or duly provided for, unless the date hereof is a date to which interest on
the Securities has been paid or duly provided for, in which case from the date
of this Security, or unless no interest has been paid or duly provided for on
the Securities, in such case from September 11, 2000. Notwithstanding the
foregoing, if the date hereof is after a Regular Record Date and before the
following Interest Payment Date, this Security shall bear interest from such
Interest Payment Date; provided that if the Company shall default in the payment
of interest due on such Interest Payment Date, then this Security shall bear
interest from the immediately preceding Interest Payment Date to which interest
on the Securities has been paid or duly provided for, or, if no interest has
been paid or duly provided for on the Securities, from September 11, 2000.
______________________________
**Insert in Global Securities.
2
<PAGE>
The interest so payable on any Interest Payment Date will, except as otherwise
provided in the Indenture (as defined on the reverse hereof), be paid to the
Person in whose name this Security is registered at the close of business on the
fifteenth calendar day (whether or not a Business Day) immediately preceding
such Interest Payment Date; provided, that interest shall be paid by mailing a
check therefor to or upon the written order of the Person entitled thereto at
such Person's last address as it appears on the Security Register or, upon
written application to the Trustee by a Holder of $1,000,000 or more in
aggregate principal amount of the Securities of this series at least five
Business Days prior to the applicable Interest Payment Date, by wire transfer of
immediately available funds to an account maintained by such Person with a bank
or other financial institution located in the United States. Any such interest
that is not so punctually paid or duly provided for will forthwith cease to be
payable to the Holders on such Regular Record Date and may either be paid to the
Persons in whose names the Securities of this series are registered at the close
of business on a Special Record Date for the payment of such defaulted interest
to be fixed by the Trustee (in accordance with Section 307 of the Indenture),
notice whereof shall be given to the Holders of the Securities of this series
not less than ten days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange, if any, on which the Securities of this series may be
listed, and upon such notice as may be required by any such exchange, all as
more fully provided in the Indenture.
Interest on this Security shall be computed on the basis of a 360-day year of
twelve 30-day months from the date of original issuance to the first Remarketing
Date and then, subject to the Remarketing Dealer's election to remarket and the
Company's election to exercise its Floating Period Option, interest on this
Security shall be computed on the basis of the actual number of days in each
Floating Rate Reset Period over a 360-day year until the Fixed Rate Remarketing
Date. Interest shall be computed on the basis of a 360-day year of twelve 30-day
months from the Fixed Rate Remarketing Date to the Stated Maturity.
Interest on overdue principal and (to the extent permitted by applicable law)
on overdue installments of interest shall accrue at the then applicable interest
rate of this Security.
Reference is hereby made to the further provisions of this Security set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated: Dominion Resources, Inc.
By: ______________________________________
Name: ________________________________
Title: _______________________________
4
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REVERSE OF REMARKETABLE NOTE
DOMINION RESOURCES, INC.
7.40% Series D Remarketable Note Due 2012
This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of June 1, 2000, as supplemented by a First
Supplemental Indenture dated as of June 1, 2000, a Second Supplemental Indenture
dated as of July 1, 2000, a Third Supplemental Indenture dated as of July 1,
2000, and a Fourth Supplemental Indenture dated as of September 1, 2000 (the
"Supplement") (collectively, as amended or supplemented from time to time,
herein called the "Indenture", which term shall have the meaning assigned to it
in such instrument), between the Company and The Chase Manhattan Bank, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof (the
"Remarketable Notes") which is unlimited in aggregate principal amount.
Certain provisions relating to the remarketing of the Securities set forth
below are contained in a Remarketing Agreement (the "Remarketing Agreement")
between the Issuer and Banc of America Securities LLC, as Remarketing Dealer
(the "Remarketing Dealer").
Interest Payments on the Remarketable Notes shall be in the amount of interest
accrued from and including the next preceding Interest Payment Date (or from and
including September 11, 2000 if no interest has been paid or duly provided with
respect to the Remarketable Notes) to but excluding the relevant Interest
Payment Date, Remarketing Date or Stated Maturity, as the case may be.
The rate of interest on the Remarketable Notes for the period from September
11, 2000 to but excluding September 16, 2002, which is the first Remarketing
Date, will be 7.40% per annum.
From and including the first Remarketing Date, the rate of interest on the
Remarketable Notes will be either the Interest Rate to Maturity (if the first
Remarketing Date is also the Fixed Rate Remarketing Date) or the Floating Period
Interest Rate based on the accrual method described below (if the first
Remarketing Date is also the Floating Rate Remarketing Date), if any.
During the Floating Rate Period, the Remarketable Notes shall accrue interest
on the Dollar Price thereof at a rate per annum equal to the Floating Period
Interest Rate, determined as set forth in the Supplement, with respect to each
Floating Rate Reset Period, such interest to accrue from the first Reference
Rate Reset Date to and excluding the Floating Period
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Termination Date. The amount of interest to be paid for any Floating Rate Reset
Period will be calculated by adding the daily interest amounts for each day in
the Floating Rate Reset Period.
If the first Remarketing Date is also the Floating Rate Remarketing Date, then
from and including the subsequent Fixed Rate Remarketing Date, the rate of
interest on the Remarketable Notes will be at the Interest Rate to Maturity.
During the period prior to the first Remarketing Date and the period after the
Fixed Rate Remarketing Date, interest shall be computed on the basis of a 360-
day year of twelve 30-day months. Interest on the Remarketable Notes during the
Floating Rate Period shall be computed on the basis of the actual number of days
in each Floating Rate Reset Period over a 360-day year.
If any interest, principal or other payment date of the Remarketable Notes
(including any payment date in connection with a mandatory tender or mandatory
redemption as described in Sections 106 and 107 of the Supplement) occurring
during a period when the Remarketable Notes are accruing accrues interest at a
fixed rate does not fall on a Business Day, a payment otherwise payable on that
day will be made on the next succeeding Business Day. Such payment will have
the same effect as if made on the originally scheduled payment date, and no
interest will accrue for the period from and after such payment date. In the
case of any such payment, interest at a floating rate of interest will accrue
from such originally scheduled payment date to but excluding, and shall be
payable on, the next succeeding Business Day (except in the case of an interest
payment at Stated Maturity, in which case no interest will accrue from and after
the Stated Maturity).
If the Remarketing Dealer gives notice to the Company and the Trustee on the
Notification Date, of its intention to purchase the Remarketable Notes for
remarketing on the first Remarketing Date the Remarketable Notes shall be
automatically tendered, or deemed tendered, to the Remarketing Dealer for
purchase on such Remarketing Date, except as provided in certain circumstances
described in Section 107 of the Supplement. The purchase price payable to the
Holders of such tendered Remarketable Notes will be equal to 100% of the
aggregate principal amount thereof on the first Remarketing Date.
Upon the occurrence of a subsequent Remarketing Date, if any, the Remarketable
Notes shall be automatically tendered, or deemed tendered, to the Remarketing
Dealer for purchase on such Remarketing Date except as provided in certain
circumstances described in Section 107 of the Supplement. The purchase price
payable to the holders of such tendered Remarketable Notes will be the Dollar
Price thereof on the Remarketing Date. The Company shall give notice to the
Remarketing Dealer and the Trustee of any subsequent Remarketing Date at least
five business days before such Remarketing Date.
If the Remarketable Notes are tendered for remarketing, the Remarketing Dealer
shall sell 100% of the aggregate principal amount of the Remarketable Notes at
the Dollar Price to the Reference Corporate Dealer or the Reference Money Market
Dealer, whichever is applicable, providing the lowest Bid. If two or more of
the applicable Reference Dealers provide the lowest Bid, the Remarketing Dealer
shall sell the Remarketable Notes to one or more of such Reference Dealers, as
it determines in its sole discretion. The obligation of the Remarketing Dealer
to
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<PAGE>
purchase the Remarketable Notes on the Remarketing Date is subject to the
conditions set forth in the Remarketing Agreement. If for any reason the
Remarketing Dealer does not purchase all of the Remarketing Notes on any
Remarketing Date, the Company shall be required to redeem the Remarketable Notes
in whole on the first Remarketing Date at a Redemption Price equal to 100% of
the aggregate principal amount thereof, plus all accrued and unpaid interest, if
any, to such Remarketing Date, or on any subsequent Remarketing Date at a
Redemption Price equal to the Dollar Price, plus accrued and unpaid interest, if
any, to any such subsequent Remarketing Date.
The Company shall be required to redeem the Remarketable Notes from the
Holders in whole on the applicable Remarketing Date at a Redemption Price equal
to 100% of the aggregate principal amount of the Remarketable Notes, if such
Remarketing Date is the first Remarketing Date, or the Dollar Price on any
subsequent Remarketing Date, plus all accrued and unpaid interest, if any, to
such Remarketing Date, in the event that (i) the Remarketing Dealer for any
reason does not elect by notice to the Company and the Trustee not later than
the Notification Date, to purchase the Remarketable Notes for remarketing on
such Remarketing Date, (ii) prior to any Remarketing Date, the Remarketing
Dealer resigns and no successor has been appointed on or before the related
Determination Date, (iii) at any time after the Remarketing Dealer elects on the
Notification Date to remarket such Remarketable Notes, the Remarketing Dealer
elects to terminate the Remarketing Agreement in accordance with its terms, (iv)
the Remarketing Dealer for any reason does not notify the Company of the
Floating Period Interest Rate or of the Interest Rate to Maturity by 4:00 p.m.,
New York City time, on the applicable Determination Date, (v) the Remarketing
Dealer for any reason does not deliver the purchase price of such Remarketable
Notes to the Trustee on the Business Day immediately preceding such Remarketing
Date or does not purchase all tendered Remarketable Notes on such Remarketing
Date, or (vi) the Company for any reason fails to redeem the Remarketable Notes
from the Remarketing Dealer following the Company's election to effect such
redemption as set forth in subsection (2) of this Section 107 below.
Notwithstanding Section 1104 of the Indenture, the Company shall notify the
Trustee and the Depositary of the date on which any such redemption will occur
at least 30 days prior thereto unless the events that cause the Company to be
required to effect such redemption have not occurred at least five days before
such date, in which case the Company shall provide the Trustee and the
Depositary with as much notice of the Redemption Date as is reasonably
practicable under the circumstances.
The Company shall have the right to redeem the Remarketable Notes, in whole,
from the Remarketing Dealer on any Remarketing Date in accordance with the
procedures set forth below. If the Remarketing Dealer elects in connection with
the first Remarketing Date, or is obligated, in connection with the subsequent
Remarketing Date, if any, to remarket the Remarketable Notes, the Company shall,
notwithstanding Section 1104 of the Indenture, notify the Remarketing Dealer and
the Trustee, not later than 4:00 p.m. New York City time on the fourth Business
Day immediately preceding any Remarketing Date, if the Company irrevocably
elects to exercise its right to redeem the Remarketable Notes, in whole, from
the Remarketing Dealer on such Remarketing Date. If the Company so elects to
redeem the Remarketable Notes, the Company shall redeem the Remarketable Notes
in whole on the first Remarketing Date or on the subsequent Remarketing Date at
the Dollar Price, in each case, plus accrued and unpaid interest, if any, to
such Remarketing Date.
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<PAGE>
After the Fixed Rate Remarketing Date, the Remarketable Notes are redeemable,
in whole or in part, at any time, and at the option of the Company, at a
Redemption Price equal to the greater of: (1) 100% of the principal amount of
the Remarketable Notes then Outstanding to be redeemed, or (2) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon (not including any portion of such payments of interest accrued as of
the Redemption Date) discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus 15 basis points, as calculated by an Independent Investment
Banker, plus accrued and unpaid interest thereon to the applicable Redemption
Date.
The Adjusted Treasury Rate shall be calculated on the third Business Day
preceding the Redemption Date. The Company shall give the Trustee notice of the
Redemption Price of any redemption pursuant to Section 107(3) of the Supplement
promptly after the calculation thereof and the Trustee shall have no
responsibility for any such calculation.
In the event of the redemption of the Remarketable Notes is in part only, a
new Remarketable Note or Notes for the unredeemed portion will be issued in the
name or names of the Holders thereof upon surrender thereof.
If an Event of Default with respect to Remarketable Notes shall occur and be
continuing, the principal of the Remarketable Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Remarketable Notes under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Remarketable Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Remarketable Notes at the time
Outstanding, on behalf of the Holders of all Remarketable Notes to waive certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Remarketable Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Remarketable Note and of
any Remarketable Note issued upon the registration of transfer hereof or in
exchange therefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Remarketable Note.
As provided in and subject to the provisions of the Indenture, the Holder of
this Remarketable Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Remarketable Notes, the Holders of not less than a majority in principal amount
of the Remarketable Notes at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Remarketable Notes at the time Outstanding a
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<PAGE>
direction inconsistent with such request, and shall have failed to institute any
such proceeding for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Remarketable Note for the enforcement of any payment of principal hereof or
premium, if any, or interest hereon on or after the respective due dates
expressed or provided for herein.
No reference herein to the Indenture and no provision of this Remarketable
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, premium, if any,
and interest on this Remarketable Note at the times, place and rate, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Remarketable Note is registrable in the Security
Register, upon surrender of this Remarketable Note for registration of transfer
at the office or agency of the Company in any place where the principal of,
premium, if any, and interest on this Remarketable Note are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Remarketable Notes and of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Remarketable Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Remarketable
Notes are exchangeable for a like aggregate principal amount of Remarketable
Notes having the same Stated Maturity and of like tenor of any authorized
denominations as requested by the Holder upon surrender of the Remarketable Note
or Remarketable Notes to be exchanged at the office or agency of the Company.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Remarketable Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Remarketable Note is registered as the
owner hereof for all purposes, whether or not this Remarketable Note be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
All terms used in this Remarketable Note that are defined in the Indenture
shall have the meaning assigned to them in the Indenture.
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with rights of survivorship and
not as tenants in common
UNIF GIFT MIN ACT -- ________________________________ Custodian
for
(Cust)
________________________________
(Minor)
Under Uniform Gifts to Minors Act of
________________________________
(State)
Additional abbreviations may also be used though not on the above list.
______________________________________________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
____________________ (please insert Social Security or other identifying number
of assignee).
________________________________________________________________
________________________________________________________________
________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
the within Remarketable Note and all rights thereunder, hereby irrevocably
constituting and appointing
________________________________________________________________
________________________________________________________________
________________________________________________________________
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________________________________________________________________
________________________________________________________________
________________________________________________________________
agent to transfer the Remarketable Note on the books of the Company, with full
power of substitution in the premises.
Dated: __________________ __, ____
------------------------------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular without
alteration or enlargement, or any change whatever.
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EXHIBIT B
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: ________________________________
Authorized Officer
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