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EXHIBIT 4.18(d)
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AXA FINANCIAL, INC.
to
THE CHASE MANHATTAN BANK
as Trustee
FIFTH
SUPPLEMENTAL INDENTURE
--------------------------
Dated as of July 28, 2000
--------------------------
Providing for Issuance of
7.75% Senior Notes due 2010
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FIFTH SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as
of July 28, 2000, from AXA FINANCIAL, INC. (formerly known as The Equitable
Companies Incorporated), a Delaware corporation (the "Company"), to THE CHASE
MANHATTAN BANK (formerly known as Chemical Bank) as Trustee, a New York
corporation (the "Trustee").
Recitals
In accordance with Sections 2.1, 3.1 and 8.1 of the Indenture, dated as
of December 1, 1993, from the Company to the Trustee (the "Indenture"), this
Supplemental Indenture is being entered into in order to establish the form and
terms of a new series of Securities.
All capitalized terms used herein without definition shall have the
meanings specified in the Indenture.
For and in consideration of the premises, it is mutually covenanted and
agreed as follows:
Article I
Issuance of 7.75% Senior Notes
Section 1.1 Issuance of 7.75% Senior Notes. There shall be a series of
debt securities designated the 7.75% Senior Notes due 2010 (the "Senior Notes")
and such Senior Notes shall have the following terms in accordance with the
provisions of the Indenture and this Supplemental Indenture:
(a) Limitation on Aggregate Principal Amount. The aggregate
principal amount of the Senior Notes which may be authenticated and
delivered shall be limited to $480,000,000; provided, however, that the
Company may create and issue further notes ranking pari passu with the
Senior Notes in all respects or in all respects except for the payment
of interest accruing prior to the issue date of such further notes. The
Company may, without the consent of the holders of the Senior Notes,
consolidate such further notes with the Senior Notes to form a single
series, having the same terms as to status, redemption or otherwise as
the Senior Notes.
(b) Principal Payments and Principal Payment Dates. Except as
set forth below in Section (e), the principal amount of the Senior
Notes outstanding (together with any accrued and unpaid interest
thereon) shall be payable in a single installment on August 1, 2010.
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(c) Interest Rate and Interest Payment Dates. The interest rate
for the Senior Notes shall be 7.75% per annum accruing from July 28,
2000 or from the most recent Interest Payment Date (as defined below)
to which interest has been paid or provided for on the Senior Notes. To
the extent allowed by law, the Company will also pay interest on
overdue installments of principal and interest at such rate. Interest
shall be payable semiannually on February 1 and August 1 of each year
(each an "Interest Payment Date") commencing on February 1, 2001. The
interest so payable on the Senior Notes which is punctually paid or
provided for shall be paid to the Persons in whose names such Senior
Notes are registered at the close of business on the January 15 or July
15, as the case may be, next preceding such Interest Payment Date (each
a "Regular Record Date"). The interest so payable on the Senior Notes
which is not punctually paid or provided for shall forthwith cease to
be payable to the Persons in whose names such Notes are registered on
the relevant Regular Record Date, and such defaulted interest shall
instead be payable to the Persons in whose names such Notes are
registered on the Special Record Date or other specified date in
accordance with the Indenture.
(d) Place of Payment and Method of Payment. The place of payment
of principal and interest on the Senior Notes shall initially be the
Corporate Trust Office of the Trustee, or, notwithstanding the
foregoing, as otherwise provided in the Indenture; provided, however,
that the final principal payment shall be payable only upon surrender
of such Senior Notes to the Paying Agent.
(e) Redemption. The Senior Notes may be redeemed, in whole or in
part, at any time at the option of the Company prior to maturity at a
price (the "Senior Notes Redemption Price") equal to (A) the greater of
(i) 100% of the aggregate principal amount of Senior Notes being
redeemed and (ii) the Senior Notes Make-Whole Amount (as defined
below), plus (B) accrued and unpaid interest thereon to the date of
redemption.
Notice of an optional redemption of the Senior Notes will be given to
Holders of the Senior Notes at their addresses, as shown in the Register of
Holders of Senior Notes, not more than 60 nor less than 30 days prior to the
date fixed for redemption, and otherwise in accordance with Article 10 of the
Indenture.
On or before the date fixed for such redemption specified in the notice
of redemption (the "Redemption Date"), the Company will deposit with a paying
agent (or the Trustee) funds sufficient to pay the Senior Notes Redemption Price
on the Senior Notes to be redeemed on the Redemption Date. On and after the
Redemption Date, interest will cease to accrue on any Senior Notes that have
been called for redemption (unless the Company defaults in the payment of the
Senior Notes Redemption Price) and
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the only right of the holders thereof will be to receive payment of the Senior
Notes Redemption Price.
If less than all of the outstanding Senior Notes are to be redeemed,
the Trustee will select the Senior Notes to be redeemed by a method determined
by the Trustee to be fair and appropriate.
The term "Senior Notes Make-Whole Amount" means the sum of the present
values of the Remaining Scheduled Payments (as defined below) discounted to the
Redemption Date, on a semiannual basis, at a rate equal to the Treasury Rate (as
defined below) plus 25 basis points.
The term "Remaining Scheduled Payments" means the remaining scheduled
payments of the principal and interest that would be due after the redemption
date of a Senior Note if such Senior Note were not redeemed. However, if the
redemption date is not a scheduled Interest Payment Date, the amount of the next
succeeding scheduled interest payment on such Senior Note will be reduced by the
amount of interest accrued on such Senior Note to such Redemption Date.
The term "Treasury Rate" means an annual rate equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue (as defined
below), assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
the Redemption Date. The semiannual equivalent yield to maturity will be
computed as of the third Business Day immediately preceding the Redemption Date.
The term "Comparable Treasury Issue" means the United States Treasury
security selected by Donaldson, Lufkin & Jenrette Securities Corporation or an
affiliate as having a maturity comparable to the remaining term of the Senior
Notes that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Senior Notes.
The term "Comparable Treasury Price" means the average of three
Reference Treasury Dealer Quotations (as defined below) obtained by the Trustee
for the Redemption Date.
The term "Reference Treasury Dealers" means Donaldson, Lufkin &
Jenrette Securities Corporation (so long as it continues to be a primary U.S.
Government securities dealer) and any two other primary U.S. Government
securities dealers selected by the Company. If Donaldson, Lufkin & Jenrette
Securities Corporation ceases to be a primary U.S. Government securities dealer,
the Company will appoint in its place another
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nationally recognized investment banking firm that is a primary U.S. Government
securities dealer.
The term "Reference Treasury Dealer Quotation" means 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 a Reference Treasury Dealer at 3:30 p.m.,
New York City time on the third business day preceding the Redemption Date.
(f) Sinking Fund Obligations. The Company has no obligation to
redeem or purchase any Senior Notes pursuant to any sinking fund or
analogous requirement or upon the happening of a specified event or at
the option of a Holder thereof.
(g) Denomination and Form of Notes. The Senior Notes shall be
fully registered, without coupons, and issued in denominations of
$1,000 and any integral multiples thereof, provided that in the event
of any redemption in accordance with subparagraph (e) above, the
minimum denomination may be proportionately reduced in order to
facilitate a pro rata redemption. Except as provided in Section 3.5 of
the Indenture, the Senior Notes shall be issuable only as Registered
Securities in global form representing the entire aggregate principal
amount of the Senior Notes and shall be substantially in the form
attached as Exhibit A hereto.
(h) Defeasance and Covenant Defeasance. The provisions of
Article 4 of the Indenture relating to defeasance shall apply to the
Senior Notes. For the purpose of a defeasance or covenant defeasance
pursuant to such Article 4, the term "Government Obligations" shall
only include obligations of the United States or an agency or
instrumentality of the United States.
(i) Registrar and Paying Agent. The Trustee shall initially
serve as Registrar and Paying Agent for the Senior Notes.
(j) Initial Depositary. The initial depositary for the Senior
Notes shall be The Depository Trust Company ("DTC").
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Article II
Miscellaneous
Section 2.1 Counterparts. This Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one instrument.
Section 2.2 Governing Law. This Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York.
Section 2.3 Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 2.4 Successors and Assigns. All covenants and agreements in
this Supplemental Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.
Section 2.5 Separability. In case any provision of this Supplemental
Indenture or the Senior Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 2.6 Benefits of Indenture. Nothing in this Supplemental
Indenture or in the Senior Notes, expressed or implied, shall give to any
Person, other than the parties hereto and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under this
Supplemental Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
AXA FINANCIAL, INC.
By: /s/ Stanley B. Tulin
-------------------------
Name: Stanley B. Tulin
Title: Vice Chairman and Chief
Financial Officer
[Seal]
Attest:
/s/ Linda Galasso
---------------------
Name: Linda Galasso
Title: Vice President and
Assistant Secretary
THE CHASE MANHATTAN BANK,
as Trustee
By: /s/ Wanda Eiland
-------------------------
Name: Wanda Eiland
Title: Assistant Vice President
[Seal]
Attest:
/s/ Yvonne Robinson
---------------------
Name: Yvonne Robinson
Title: Trust Officer
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EXHIBIT A
CUSIP: 002451AA0
ISIN:US002451AA8
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF
DTC. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO
A NOMINEE OF DTC OR BY A NOMINEE OF DTC 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.
REGISTERED REGISTERED
AXA FINANCIAL, INC.
Original Principal Amount
(subject to reduction as
herein provided):
No. . . . . . $ . . . . . .
7.75% Senior Note due 2010
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AXA FINANCIAL, INC., a corporation duly organized and existing under
the laws of the State of Delaware (herein referred to as the "Company", which
term includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to _____________ or
registered assigns, the principal sum of __________________ Dollars
($______________ ) or such amount as shall be the outstanding principal amount
hereof, on August 1, 2010 (subject to earlier redemption at the option of the
Company), and to pay interest on the unpaid principal amount hereof (computed on
the basis of a 360-day year of twelve 30-day months) from July 28, 2000 or from
the most recent interest payment date to which interest has been paid or duly
provided for on this Note. Interest on this Note shall be payable semi-annually
on February 1 and August 1 of each year (each an "Interest Payment Date")
commencing on February 1, 2001 at the rate of 7.75% per annum until the
principal hereof is paid or made available for payment.
The interest so payable on this Note which is punctually paid or
provided for shall be paid to the Person in whose name this Note is registered
at the close of business on the January 15 or July 15, as the case may be, next
preceding the applicable Interest Payment Date. The interest so payable on this
Note which is not punctually paid or provided for shall forthwith cease to be
payable to the Person in whose name this Note is registered on the relevant
record date, and such defaulted interest shall instead be payable to the Person
in whose name this Note is registered on the Special Record Date or other
specified date in accordance with the Indenture.
To the extent allowed by law, the Company will pay interest on overdue
installments of principal and interest at the rate of interest borne by this
Note.
Payment of the principal and interest on this Note will initially be
paid at the Corporate Trust Office of The Chase Manhattan Bank (formerly known
as Chemical Bank), as Trustee, or as otherwise provided in the Indenture, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided that, in
either case, the final principal payment shall be payable only upon surrender of
this Note to the Paying Agent.
Reference is hereby made to the further provisions of this Note 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 Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under the Indenture referred to on the reverse hereof.
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IN WITNESS WHEREOF, AXA FINANCIAL, INC., has caused this instrument to
be executed in its corporate name by the manual or facsimile signatures of duly
authorized officers, and impressed or imprinted with its corporate seal or
facsimile thereof, attested by the manual or facsimile signature of its
Secretary or one of its Assistant Secretaries.
Dated:
[Seal] AXA FINANCIAL, INC.
By:
-----------------------------------------
Name:
Title:
Attest:
By:
-------------------------
Name:
Title:
By:
-----------------------------------------
Name:
Title:
Attest:
By:
-----------------------------
Name:
Title:
This is one of the Securities of the series described in the
within-mentioned Indenture.
The Chase Manhattan Bank, as Trustee
By:
----------------------------------------
Authorized Signatory
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[FORM OF REVERSE OF GLOBAL SENIOR NOTE]
AXA FINANCIAL, INC.
7.75% Senior Note due 2010
This Note is one of the securities of the Company, all issued or to be
issued under an Indenture, dated as of December 1, 1993, duly executed and
delivered by the Company to The Chase Manhattan Bank (formerly known as Chemical
Bank), as trustee, as supplemented by certain supplemental indentures, including
the Fifth Supplemental Indenture, dated as of July 28, 2000 relating to the
notes issued hereby (as so supplemented, the "Indenture"), duly executed and
delivered by the Company to The Chase Manhattan Bank (formerly known as Chemical
Bank), as Trustee (hereinafter, the "Trustee", which term includes any successor
trustee under any such indenture), to which Indenture, and all indentures
supplemental thereto reference is hereby made for a description of the
respective rights and duties thereunder of the Trustee, the Company and the
Holders of the Senior Notes. This Note is one of a series of securities
designated as the 7.75% Senior Notes due 2010 (the "Senior Notes"), limited in
aggregate principal amount to $480,000,000 and is issued pursuant to the
Indenture, provided, however; that the Company may, without the consent of the
holders of the Senior Notes, create and issue further notes ranking pari passu
with the Senior Notes in all respects or in all respects except for the payment
of interest accruing prior to the issue date of such further notes or except for
the first payment of interest following the issue date of such further notes.
The Company may consolidate such further notes with the Senior Notes to form a
single series, having the same terms as to status, redemption or otherwise as
the Senior Notes.
The Senior Notes may be redeemed, in whole or in part, at any time at
the option of the Company prior to maturity at a price (the "Senior Notes
Redemption Price") equal to (A) the greater of (i) 100% of the aggregate
principal amount of Senior Notes being redeemed and (ii) the Senior Notes
Make-Whole Amount (as defined below), plus (B) accrued and unpaid interest
thereon to the date of redemption.
Notice of an optional redemption of the Senior Notes will be given to
Holders of the Senior Notes at their addresses, as shown in the Register of
Holders of Senior Notes, not more than 60 nor less than 30 days prior to the
date fixed for redemption, and otherwise in accordance with Article 10 of the
Indenture.
On or before the date fixed for such redemption specified in the notice
of redemption (the "Redemption Date"), the Company will deposit with a paying
agent (or the Trustee) funds sufficient to pay the Senior Notes Redemption Price
on the Senior Notes to be redeemed on the Redemption Date. On and after the
Redemption Date, interest will cease to accrue on any Senior Notes that have
been called for redemption
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(unless the Company defaults in the payment of the Senior Notes Redemption
Price) and the only right of the holders thereof will be to receive payment of
the Senior Notes Redemption Price.
If less than all of the outstanding Senior Notes are to be redeemed,
the Trustee will select the Senior Notes to be redeemed, by a method determined
by the Trustee to be fair and appropriate.
The term "Senior Notes Make-Whole Amount" means the sum of the present
values of the Remaining Scheduled Payments (as defined below) discounted to the
Redemption Date, on a semiannual basis, at a rate equal to the Treasury Rate (as
defined below) plus 25 basis points.
The term "Remaining Scheduled Payments" means the remaining scheduled
payments of the principal and interest that would be due after the redemption
date of a Senior Note if such Senior Note were not redeemed. However, if the
redemption date is not a scheduled Interest Payment Date, the amount of the next
succeeding scheduled interest payment on such Senior Note will be reduced by the
amount of interest accrued on such Senior Note to such Redemption Date.
The term "Treasury Rate" means an annual rate equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue (as defined
below), assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
the Redemption Date. The semiannual equivalent yield to maturity will be
computed as of the third Business Day immediately preceding the Redemption Date.
The term "Comparable Treasury Issue" means the United States Treasury
security selected by Donaldson, Lufkin & Jenrette Securities Corporation or an
affiliate as having a maturity comparable to the remaining term of the Senior
Notes that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Senior Notes.
The term "Comparable Treasury Price" means the average of three
Reference Treasury Dealer Quotations (as defined below) obtained by the Trustee
for the Redemption Date.
The term "Reference Treasury Dealers" means Donaldson, Lufkin &
Jenrette Securities Corporation (so long as it continues to be a primary U.S.
Government securities dealer) and any two other primary U.S. Government
securities dealers selected by the Company. If Donaldson, Lufkin & Jenrette
Securities Corporation ceases to be a primary U.S. Government securities dealer,
the Company will appoint in its place another
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nationally recognized investment banking firm that is a primary U.S. Government
securities dealer.
The term "Reference Treasury Dealer Quotation" means 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 a Reference Treasury Dealer at 3:30 p.m.,
New York City time on the third business day preceding the Redemption Date.
The Indenture contains provisions for defeasance and covenant
defeasance at any time of the indebtedness evidenced by this Note upon
compliance by the Company with certain conditions set forth therein.
If an Event of Default shall have occurred and be continuing, the
principal hereof may be declared, and upon such declaration become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount (calculated as provided in the Indenture) of the
outstanding Senior Notes to modify the Indenture or any supplemental indenture
with respect to the rights of the Holders of the Senior Notes, provided that no
such modification shall (i) extend the fixed maturity of any Senior Notes, or
reduce the principal thereof, or reduce the rate or extend the time of payment
of interest thereon or reduce any premium payable upon the redemption thereof or
make the principal amount thereof or interest thereon payable in any coin or
currency other than that of the United States without the consent of the Holders
of each such Senior Note so affected or (ii) reduce the aforesaid percentage of
Senior Notes the consent of the Holders of which is required for any such
modification without the consent of the Holder of each such Senior Note so
affected. Any such consent given by the Holder of this Note shall be conclusive
and binding upon such Holder and all future Holders of this Note and of any
Senior Notes issued on registration hereof, the transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent is made upon
this Note.
No reference herein to the Indenture and no provision of this 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 Note at the place, at the respective time, at the rate and in
the coin or currency herein prescribed.
This Note is issuable in registered form without coupons and, except as
provided in the Indenture, in denominations of $1,000 and any integral multiples
in excess thereof. This Note may be exchanged for a like aggregate principal
amount of Senior Notes of
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other authorized denominations only in the manner and subject to the limitations
provided in the Indenture.
Upon due presentment for registration of transfer of this Note, the
Company shall execute and the Trustee shall authenticate and deliver a new Note
or Notes of like tenor and authorized denominations for an equal aggregate
principal amount in exchange herefor, subject to the limitations provided in the
Indenture.
No service charge shall be made for any 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 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 Note is registered as the owner hereof for all
purposes (subject to the provisions hereof with respect to determination of the
person to whom interest is payable).
All terms used in this Note which are defined in the Indenture shall
have the respective meanings assigned to them in the Indenture.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
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ASSIGNMENT
(To be executed by the registered Holder
if such Holder desires to transfer this Note)
FOR VALUE RECEIVED ___________________________________________ hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFYING NUMBER OF TRANSFEREE
===================================================
===================================================
-------------------------------------------------------------------------------
(Please print name and address of transferee)
-------------------------------------------------------------------------------
this Note, together with all right, title and interest herein, and does hereby
irrevocably constitute and appoint _____________ Attorney to transfer this Note
on the securities register relating to this Note, with full power of
substitution.
<TABLE>
<CAPTION>
<S> <C>
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Dated: Signature
----------------------------------------------------------
Signature Guaranteed
</TABLE>
NOTICE: The signature to the foregoing assignment must correspond to the name as
written upon the face of this Note in every particular, without alteration or
any change whatsoever.
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