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EXHIBIT 4.15
EXECUTION VERSION
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FIRST SUPPLEMENTAL INDENTURE
between
MICHIGAN ELECTRIC TRANSMISSION COMPANY, LLC
and
JPMORGAN CHASE BANK
Trustee
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Dated as of December 10, 2003
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Supplementing the First Mortgage Indenture
Dated as of December 10, 2003
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FIRST SUPPLEMENTAL INDENTURE (this "FIRST SUPPLEMENTAL
INDENTURE"),
dated as of December 10, 2003, between MICHIGAN ELECTRIC
TRANSMISSION COMPANY,
LLC, a limited liability company organized and existing under the
laws of the
State of Michigan (herein called the "Company"), having its
principal office at
540 Avis Drive, Suite H, Ann Arbor, Michigan 48108, and JPMORGAN
CHASE BANK, a
New York banking corporation duly organized and existing under the
laws of the
State of New York, as trustee (herein called the "Trustee"), the
office of the
Trustee at which on the date hereof its corporate trust business is
administered
being 4 New York Plaza, New York, New York 10004.
RECITALS OF THE COMPANY
WHEREAS, the Company has heretofore executed and delivered to
the
Trustee a First Mortgage Indenture dated as of December 10, 2003
(the "Mortgage
Indenture") encumbering the real property as more particularly
described on
Exhibit A and Exhibit B attached hereto and providing for (i) the
issuance by
the Company from time to time of its bonds, notes or other
evidences of
indebtedness (in the Mortgage Indenture and herein called the "Debt
Securities")
to be issued in one or more series and to provide security for the
payment of
the principal of and premium (including any Make-Whole Amount), if
any, and
interest, if any, on the Debt Securities and (ii) the issuance from
time to time
of Collateral Securities (as defined in the Mortgage Indenture)
(together with
the Debt Securities, in the Mortgage Indenture and herein called
the
"Securities"); and
WHEREAS, the Company, in the exercise of the power and
authority
conferred upon and reserved to it under the provisions of the
Mortgage Indenture
and pursuant to appropriate resolutions of the Manager, has duly
determined to
make, execute and deliver to the Trustee this First Supplemental
Indenture to
the Mortgage Indenture as permitted by Sections 201, 301 and 1201
of the
Mortgage Indenture in order to establish the form and terms of, and
to provide
for the creation and issuance of, a first series of Securities
under the
Mortgage Indenture in an initial aggregate principal amount of
$175,000,000 and
to amend and supplement the Mortgage Indenture as herein provided;
and
WHEREAS, all things necessary to make the Notes (as defined
herein),
when executed by the Company and authenticated and delivered by the
Trustee or
any Authenticating Agent and issued upon the terms and subject to
the conditions
hereinafter and in the Mortgage Indenture set forth against payment
therefor the
valid, binding and legal obligations of the Company and to make
this First
Supplemental Indenture a valid, binding and legal agreement of the
Company, have
been done;
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NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH that,
in
order to establish the terms of a series of Securities, and for and
in
consideration of the premises and of the covenants contained in the
Mortgage
Indenture and in this First Supplemental Indenture and for other
good and
valuable consideration the receipt and sufficiency of which are
hereby
acknowledged, it is mutually covenanted and agreed as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
(a) Mortgage Indenture Definitions. Each capitalized term that is
used
herein and is defined in the Mortgage Indenture shall have the
meaning specified
in the Mortgage Indenture unless such term is otherwise defined
herein;
provided, however, that any reference to a "Section" or "Article"
refers to a
Section or Article, as the case may be, of this First Supplemental
Indenture,
unless otherwise expressly stated.
(b) Additional Definitions. For purposes of this First
Supplemental
Indenture, except as otherwise expressly provided or unless the
context
otherwise requires, the following capitalized terms shall have the
meanings set
forth below:
"Amended Management Services Agreement" means the Amended and
Restated
Management Services Agreement, dated as of March 11, 2003, between
the Company
and Trans-Elect, as may be amended or replaced by an agreement
between the
Company and Trans-Elect or any Affiliate thereof, in each case, to
reflect
changes required to be reflected as a result of any future
registration of
Trans-Elect as a holding company under PUHCA.
"Change of Control" means the failure by Trans-Elect (or any
permitted
assignee or successor thereto) to own, directly or indirectly, 100%
of the
voting securities of the sole general partner of Holdco (or any
permitted
assignee or successor thereto), and to have the authority, subject
to
limitations set forth from time to time in the Holdco Limited
Partnership
Agreement, to direct the operations and management of the Company.
For the
avoidance of doubt, any transfer of a limited partnership interest
of Holdco
does not constitute a Change of Control.
"Closing Capital Contribution" means the capital contribution
from
Holdco received by the Company on the Closing Date in the amount of
$43,100,000
and used to prepay in part the Existing Credit Facility.
"Closing Date" has the meaning assigned to that term in Schedule B
to
the Note Agreement.
"Code" means the United States Internal Revenue Code of 1986,
as
amended.
"Dispose" or "Disposition" means a sale, lease, transfer or
other
disposition of any assets of the Company.
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"EBITDA" means, with reference to any period, the total of the
following calculated without duplication for the Company for such
period: (a)
Net Income; plus (b) (i) Interest Expense, (ii) Federal, state and
provincial
income taxes and (iii) depreciation and amortization, in each case,
only to the
extent deducted in the determination of Net Income for such period.
If, during
any period for which EBITDA is being determined, the Company has
acquired or
disposed of productive assets or a group of productive assets,
EBITDA for such
period shall be determined to include or exclude, as applicable,
the actual
historical results of such productive assets on a pro forma
basis.
"Environmental Laws" means any Law relating to the environment,
natural resources, or safety or health of humans or other living
organisms,
including the release, emission, discharge, deposit, disposal,
keeping,
treatment, importation, exportation, production, transportation,
handling,
processing, carrying, manufacture, collection, sorting or presence
of any
Hazardous Substance.
"ERISA" means the Employee Retirement Income Security Act of 1974,
as
amended from time to time and the regulations promulgated
thereunder.
"ERISA Affiliate" means, with respect to any Person, any trade
or
business (whether or not incorporated) which is a member of a group
of which
such Person is a member and which is treated as a single employer
with such
Person under Section 414 of the Code.
"ERISA Event" means:
(a) the occurrence of a reportable event, within the meaning of
Section 4043 of ERISA, with respect to any Plan unless the notice
requirement
with respect to such event has been waived;
(b) the application for a minimum funding waiver with respect to
a
Plan;
(c) the provision by the administrator of any Plan of a notice
of
intent to terminate such Plan, pursuant to Section 4041(c) of
ERISA;
(d) the withdrawal by the Company or any ERISA Affiliate from a
Multiple Employer Plan during a plan year for which it was a
substantial
employer, as defined in Section 4001(a)(2) of ERISA;
(e) the conditions for the imposition of a lien under Section
302(f)
of ERISA shall have been met with respect to any Plan;
(f) the adoption of an amendment to a Plan requiring the provision
of
security to such Plan pursuant to Section 307 of ERISA;
(g) the institution by the PBGC of proceedings to terminate, or
cause
a trustee to be appointed to administer, a Plan pursuant to Section
4042 of
ERISA; or
(h) the incurrence of withdrawal liability under Title IV of ERISA
by
the Company or any of its ERISA Affiliates upon the withdrawal by
the Company or
any of its
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ERISA Affiliates from a Multiemployer Plan or the incurrence of
liability by the
Company or any of its ERISA Affiliates upon the termination of a
Multiemployer
Plan.
"Event of Default" has the meaning assigned to that term in
Article
Four of this First Supplemental Indenture.
"Existing Credit Facility" means that certain Credit Agreement,
dated
as May 1, 2002, among the Company, the several lenders from time to
time parties
thereto, Deutsche Bank Securities Inc., as syndication agent, Union
Bank of
California, as documentation agent, and Canadian Imperial Bank of
Commerce, as
administrative agent.
"FERC Delay" means the failure by FERC to accept or approve of, or
to
issue a final order in connection with, on or before March 31,
2006, the
increase in Current Revenue Requirement that the Company, as of the
date hereof,
is expected to seek in connection with the Final Rate Case
Determination Date,
and such failure is not the fault of the Company, or any of its
Affiliates, or a
result of the Company's, or any of its Affiliate's, actions or
inactions;
provided that the Company has made diligent and documented good
faith efforts to
expedite FERC's review and evaluation process.
"Financing Agreements" means the Mortgage Indenture, this First
Supplemental Indenture, the Note Agreement, the Notes and the
Consumers Consent.
"First Supplemental Indenture" has the meaning assigned to that
term
in the introductory paragraph hereof.
"Hazardous Substance" means any substance, waste, pollutant,
contaminant or material subject to regulation under any
Environmental Law.
"Holdco Financing Agreements" means the Holdco Mortgage Indenture,
the
Holdco Supplemental Indenture, the Holdco Note Agreement and the
Holdco Notes.
"Holdco Limited Partnership Agreement" means the Second Amended
and
Restated Agreement of Limited Partnership dated as of March 11,
2003 between
Trans-Elect Michigan, LLC, a Michigan limited liability company,
and SFG V-A
Inc., a Delaware corporation, as amended by the First Amendment
dated as of
August 15, 2003 between Trans-Elect Michigan, LLC and the
Purchasers (as defined
in the Note Agreement), which Second Amended and Restated Agreement
of Limited
Partnership is amended and restated in its entirety as of December
10, 2003, by
a Third Amended and Restated Agreement of Limited Partnership.
"Holdco Mortgage Indenture" means that certain Mortgage
Indenture,
dated as of December 10, 2003, between Holdco and the Trustee.
"Holdco Note Agreement" means that certain Note Purchase
Agreement,
dated as of December 10, 2003, between Holdco and the Initial
Noteholders.
"Holdco Notes" means the $90 million senior secured notes issued
by
Holdco on the Closing Date pursuant to the Holdco Mortgage
Indenture and the
Holdco Supplemental Indenture.
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"Holdco Senior Secured Debt" means (i) the Holdco Notes and (ii)
any
permitted additional Holdco senior secured debt in accordance with
the terms of
the Holdco Financing Agreements.
"Holdco Supplemental Indenture" means that certain First
Supplemental
Indenture, dated as of December 10, 2003, between Holdco and the
Trustee.
"Indenture" means the Mortgage Indenture, as supplemented and
modified
by this First Supplemental Indenture.
"Initial Noteholder" means each Noteholder listed on Schedule A to
the
Note Agreement purchasing any Notes on the Closing Date.
"Institutional Investor" means (a) any Initial Noteholder, (b)
any
holder of more than $5,000,000 of the aggregate principal amount of
the Notes
and (c) any bank, trust company, other financial institution,
pension plan,
investment company, insurance company, or similar financial
institution.
"Interest
Expense" means interest on the Company's Debt (other than
Subordinated Debt), excluding (i) the amortization of financing
fees and (ii)
for the period from the Closing Date to, but excluding, the Final
Rate Case
Determination Date only, interest payable or creditable to
independent power
producers with respect to deposits held on their behalf for
purposes of
interconnection and transmission system upgrades.
"Investment" or "Invest" means (a) a purchase or acquisition of, or
an
investment or reinvestment in, Rate Base Assets or (b) without
duplication, the
making of a firm, good faith contractual commitment, in the
ordinary course of
business and not subject to any conditions in the Company's
control, to purchase
or acquire, or invest or reinvest in, Rate Base Assets.
"Limited Equipment Indebtedness" means Debt (including, without
limitation, Capital Lease Obligations) secured by Liens permitted
by clause (7)
of the definition of "Permitted Liens" set forth in the Mortgage
Indenture in an
aggregate principal amount not to exceed $5,000,000 at any one time
outstanding.
"Make-Whole Amount" means, with respect to any Note, an amount,
as
determined by the Company, equal to the excess, if any, of the
Discounted Value
of the Remaining Scheduled Payments with respect to the Called
Principal of such
Note over the amount of such Called Principal; provided that the
Make-Whole
Amount may in no event be less than zero. For the purposes of
determining the
Make-Whole Amounts, the following terms have the following
meanings:
"Called Principal" means, with respect to any Note, the
principal
of such Note that is to be redeemed pursuant to Section 2.03 or
2.04 or has become or is declared to be immediately due and
payable pursuant to Section 802 of the Mortgage Indenture, as
the
context requires.
"Discounted Value" means, with respect to the Called Principal
of
any Note, the amount obtained by discounting all Remaining
Scheduled
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Payments with respect to such Called Principal from their
respective scheduled due dates to the Settlement Date with
respect to such Called Principal, in accordance with accepted
financial practice and at a discount factor (applied on the
same
periodic basis as that on which interest on the Notes is
payable)
equal to the Reinvestment Yield with respect to such Called
Principal.
"Reinvestment Yield" means, with respect to the Called
Principal
of any Note, 0.50% over the yield to maturity implied by (i)
the
yields reported, as of 10:00 A.M. (New York City time) on the
second Business Day preceding the Settlement Date with respect
to
such Called Principal, on the display designated as "Page PX1"
on
the Bloomberg Financial Markets Services Screen (or such other
display as may replace Page PX1 on the Bloomberg Financial
Markets Services Screen) for actively traded U.S. Treasury
securities having a maturity equal to the Remaining Average
Life
of such Called Principal as of such Settlement Date, or (ii) if
such yields are not reported as of such time or the yields
reported as of such time are not ascertainable, the Treasury
Constant Maturity Series Yields reported, for the latest day
for
which such yields have been so reported as of the second
Business
Day preceding the Settlement Date with respect to such Called
Principal, in Federal
Reserve Statistical Release H.15 (519) (or
any comparable successor publication) for actively traded U.S.
Treasury securities having a constant maturity equal to the
Remaining Average Life of such Called Principal as of such
Settlement Date. The implied yield will be determined, if
necessary, by (a) converting U.S. Treasury bill quotations to
bond-equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly between (1) the
actively
traded U.S. Treasury security with the maturity closest to and
greater than the Remaining Average Life and (2) the actively
traded U.S. Treasury security with the maturity closest to and
less than the Remaining Average Life.
"Remaining Average Life" means, with respect to any Called
Principal, the number of years (calculated to the nearest
one-twelfth year) obtained by dividing (i) such Called
Principal
into (ii) the sum of the products obtained by multiplying (a)
the
principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (b) the number of years
(calculated to the nearest one-twelfth year) that will elapse
between the Settlement Date with respect to such Called
Principal
and the scheduled due date of such Remaining Scheduled Payment.
"Remaining Scheduled Payments" means, with respect to the
Called
Principal of any Note, all payments of such Called Principal
and
interest thereon that would be due after the Settlement Date
with
respect to such Called Principal if no payment of such Called
Principal were made prior to its scheduled due date; provided
that if such Settlement Date is not a date on which interest
payments are due to be made under the terms of the Notes, then
the amount of the next succeeding scheduled interest payment
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will be reduced by the amount of interest accrued to such
Settlement Date and required to be paid on such Settlement Date
pursuant to Section 2.03 or 2.04 or Section 802 of the Mortgage
Indenture.
"Settlement Date" means, with respect to the Called Principal
of
any Note, the date on which such Called Principal is to be
redeemed pursuant to Section 2.03 or 2.04 or has become or is
declared to be immediately due and payable pursuant to Section
802 of the Mortgage Indenture, as the context requires.
"Material" means material in relation to the business,
operations,
affairs, financial condition, assets, prospects or properties of
the Company.
"Mortgage Indenture" has the meaning assigned to that term in
the
first Recital.
"MPPA Agreement" means the agreement among Trans-Elect, the
Michigan
South Central Power Agency and the Michigan Public Power Agency,
dated as of
August 3, 2001, as amended by Amendment No. 1, and in effect on the
date hereof.
"Multiemployer Plan" means a multiemployer plan, as defined in
Section
4001(a)(3) of ERISA, to which the Company or any of its ERISA
Affiliates is
making or accruing an obligation to make contributions, or has
within any of the
preceding five plan years made or accrued an obligation to make
contributions,
such plan being maintained pursuant to one or more collective
bargaining
agreements.
"Net Income" means, with reference to any period, the net income
(or
loss) of the Company for such period determined in accordance with
GAAP.
"Net Proceeds" means, with respect to any Disposition of assets,
the
gross proceeds thereof (including any such proceeds received by way
of deferred
payment, installment, price adjustment or otherwise), whether in
cash or
otherwise, net of any taxes paid or reasonably estimated to be paid
as a result
thereof (after taking into account any available tax credits or
deductions
applicable thereto).
"Note" has the meaning assigned to that term in Section
2.01(a).
"Note Agreement" means that certain Note Purchase Agreement, dated
as
of December 10, 2003, between the Company and the Initial
Noteholders.
"Noteholders" means (a) the Initial Noteholders and (b) each
subsequent holder of a Note as shown on the register maintained by
the Company
pursuant to Section 305 of the Mortgage Indenture.
"Payment Event of Default" means an Event of Default under
subsections
(a) or (b) of Section 801 of the Mortgage Indenture, or, with
respect to
failures to make payment only, Section 4.01(d).
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"PBGC" means the Pension Benefit Guaranty Corporation
established
pursuant to Subtitle A of Title IV of ERISA, or any successor.
"Plan" means an "employee benefit plan" as defined in Section 3(3)
of
ERISA that is subject to Title IV of ERISA or is subject to Section
412 of the
Code, other than a Multiemployer Plan, which is maintained,
sponsored or
contributed to, by the Company or any of its ERISA Affiliates.
"Pro Forma Basis" means, (a) with respect to the calculation of
EBITDA/Interest Expense, upon the incurrence of any additional Debt
in
accordance with Section 3.02(e), the calculation of such ratio
shall be based
upon (i) the EBITDA determined for the applicable period ending as
of the last
day of the fiscal quarter most recently ended for which compliance
with Sections
3.02(c) and (d) shall have been determined and (ii) the Interest
Expense
determined for the applicable period ending as of such day,
adjusted to take
into account the incurrence of such Debt as if such Debt was
incurred on the
first day of the period for which such Interest Expense was so
determined
(assuming, if such additional Debt bears interest at a floating
rate, that the
rate of interest on the date of incurrence thereof was in effect
throughout the
related calculation period after taking into account the effect of
any Hedging
Agreements entered into in connection with the incurrence of such
Debt), and (b)
with respect to the calculation of Debt/EBITDA, upon the incurrence
of any
additional Debt in accordance with Section 3.02(e), the calculation
of such
ratio shall be based upon (i) Debt as of the last day of the fiscal
quarter most
recently ended for which compliance with Sections 3.02(c) and (d)
shall have
been determined after giving effect to the incurrence of such
additional Debt as
if such Debt was incurred on such day and (ii) EBITDA determined
for the
applicable period ending as of such day.
"PUHCA" means the United States Public Utility Holding Company Act
of
1935, as amended from time to time, and the rules and regulations
of the
Commission promulgated thereunder.
"Rate Base Assets" means assets of the Company which are included
in
FERC's determination of the Company's revenue requirement under the
OATT.
"Ratings Reaffirmation" means, for any point in time, that the
ratings
on the Notes, as existing at such point in time, are reaffirmed, by
each of the
rating agencies then rating the Notes (including Moody's) (without
the addition
of any negative qualification, such as "having a negative outlook"
or "being on
negative watch"), after consideration of the then existing facts
and
circumstances and the effect of a proposed applicable event as
being equal to or
higher than the then current ratings on the Notes, no earlier than
30 days prior
to the proposed applicable event.
"Reputable Insurer" means any financially sound and responsible
insurance provider permitted to do business in the State of
Michigan rated "A"
or better by A.M. Best Company (or if such ratings cease to be
published
generally for the insurance industry, meeting comparable financial
standards
then applicable to the insurance industry).
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"Responsible Officer", when used with respect to the Company,
means
any Senior Financial Officer and any other officer of the Company
with
responsibility for the administration of the relevant Financing
Agreement, or
portion thereof.
"Restricted Payments" means (a) any payment or distribution of
assets,
properties, cash, rights, obligations or securities on account of
any Capital
Stock of the Company, (b) any payment on account of, or the setting
apart of
assets for a sinking or other analogous fund for, the purchase,
redemption,
retirement, or other acquisition for value of any Capital Stock of
the Company
or the distribution of any warrants, rights, or options to acquire
any such
Capital Stock, now or hereafter outstanding, or (c) any
distribution of assets
or any payments (whether principal, interest or otherwise) on or
with respect to
Subordinated Debt.
"Senior Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or comptroller of the
Company.
"Subordinated Debt" means unsecured Debt of the Company fully
subordinated in right of payment to the Notes and other Senior
Secured Debt
substantially on the terms set forth in Exhibit C attached
hereto.
"Subsidiary" means, as to any Person, any Corporation or other
business entity in which such Person beneficially owns, directly or
indirectly,
a majority of the outstanding voting securities thereof.
"Trans-Elect" means Trans-Elect, Inc., a Michigan corporation.
ARTICLE TWO
TITLE, FORM AND TERMS AND CONDITIONS OF THE NOTES
Section
2.01. The Notes.
(a) The Securities of this series to be issued under the
Mortgage
Indenture pursuant to this First Supplemental Indenture shall be
designated as
"5.75% Senior Secured Notes due 2015" (the "Notes") and shall be
Debt Securities
issued under the Mortgage Indenture.
(b) The Trustee shall authenticate and deliver the Notes for
original
issue on the Closing Date in the aggregate principal amount of
$175,000,000,
upon a Company Order for the authentication and delivery thereof
pursuant to
Section 401 of the Mortgage Indenture.
(c) Interest on the Notes shall be payable to the Persons in
whose
names such Notes are registered at the close of business on the
Regular Record
Date for such interest (as specified in subsection (e) below),
except as
otherwise expressly provided in the form of such Notes attached
hereto as
Exhibit D.
(d) The Notes shall mature and the principal thereof shall be due
and
payable together with all accrued and unpaid interest thereon on
December 10,
2015.
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(e) The Notes shall bear interest at the rate of 5.75% per
annum.
Interest shall accrue on the Notes from the Closing Date, or the
most recent
date to which interest has been paid or duly provided for. The
Interest Payment
Dates for the Notes shall be June 30 and December 30 in each year,
commencing
June 30, 2004, and the Regular Record Dates with respect to the
Interest Payment
Dates for the Notes shall be the 15th calendar day preceding each
Interest
Payment Date (whether or not a Business Day); provided, however
that interest
payable at Maturity will be payable to the Noteholder to whom
principal is
payable.
(f) Subject to Section 2.02, the Corporate Trust Office of
JPMorgan
Chase Bank in New York, New York shall be the place at which the
principal of
and Make-Whole Amount, if any, and interest on the Notes shall be
payable. The
Corporate Trust Office of JPMorgan Chase Bank in New York, New York
shall be the
place at which registration of transfer of the Notes may be
effected; and
JPMorgan Chase Bank shall be the Security Registrar and the Paying
Agent for the
Notes; provided, however, that the Company reserves the right to
designate, by
one or more Officer's Certificates, its principal office in Ann
Arbor, Michigan
as any such place or itself as the Security Registrar; provided,
however, that
there shall be only a single Security Registrar for the Notes.
(g) The Notes shall be issuable in registered form in denominations
of
at least $250,000 or any integral multiple thereof.
(h) The Notes shall have such other terms and provisions as are
provided in the form thereof attached hereto as Exhibit D, and
shall be issued
in substantially such form.
Section 2.02. Payment on the Notes.
(a) Subject to Section 2.02(b), payments of principal,
Make-Whole
Amount, if any, and interest becoming due and payable on the Notes
shall be made
at the Place of Payment designated in Section 2.01(f) or such place
as the
Company may at any time, by notice, specify to each Noteholder, so
long as such
Place of Payment shall be either the principal office of the
Company or the
principal office of a bank or trust company in New York, New
York.
(b) So long as any Initial Noteholder or its nominee shall be a
Noteholder, and notwithstanding anything contained in the Mortgage
Indenture,
Section 2.02(a) or in such Note to the contrary, the Company will
pay all sums
becoming due on such Note for principal, Make-Whole Amount, if any,
and interest
by the method and at the address specified for such purpose below
such Initial
Noteholder's name in Schedule A to the Note Agreement, or by such
other method
or at such other address as such Initial Noteholder shall have from
time to time
specified to the Company and the Trustee in writing for such
purpose in
accordance with the Note Agreement, without the presentation or
surrender of
such Note or the making of any notation thereon, except that
concurrently with
or reasonably promptly after payment or redemption in full of any
Note, such
Initial Noteholder shall surrender such Note for cancellation to
the Company at
its principal office or at the Place of Payment most recently
designated by the
Company pursuant to Section 2.02(a). Prior to any sale or other
disposition of
any Note held by such Initial Noteholder or its nominee such
Initial Noteholder
will, at its election, either endorse thereon the amount of
principal paid
thereon and the last date to which interest has been paid thereon
or surrender
such Note to the Company in exchange for a new Note or Notes
pursuant to
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