EXHIBIT 4(g)
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AEP TEXAS CENTRAL COMPANY
TO
BANK ONE, N.A.
AS TRUSTEE
THIRD SUPPLEMENTAL INDENTURE
DATED AS OF FEBRUARY 1, 2003
$150,000,000
3.00% SENIOR NOTES, SERIES C DUE 2005
3.00% SENIOR NOTES, SERIES F DUE 2005
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<PAGE>
TABLE OF CONTENTS*
Page
ARTICLE I Additional
Definitions.............................................2
SECTION
1.01.
Definitions............................................2
ARTICLE II 2005
Notes........................................................4
SECTION
2.01.
Establishment..........................................4
SECTION
2.02. Aggregate
Principal Amount.............................4
SECTION
2.03. Maturity
and Interest..................................4
SECTION
2.04. Optional
Redemption....................................5
SECTION
2.05. Limitation
on Secured Debt.............................6
SECTION
2.06. Global
Securities and Certificated Securities..........7
SECTION
2.07. Form of
Securities.....................................9
SECTION
2.08. Transfer
and Exchange..................................9
ARTICLE III Miscellaneous
Provisions........................................13
SECTION
3.01. Recitals
by Company...................................13
SECTION
3.02.
Ratification and Incorporation of Original Indenture..13
SECTION
3.03. Executed
in Counterparts..............................14
SECTION
3.04.
Legends...............................................14
SECTION
3.05.
Applicability of Section 4.05 and Article Ten of
Original Indenture....................................14
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* 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 THIRD
SUPPLEMENTAL INDENTURE is made as of the 1st day of February,
2003, between AEP TEXAS CENTRAL COMPANY, a
corporation duly organized and
existing under the laws of the state of
Texas (herein called the "Company"),
having its principal office at 1 Riverside
Plaza, Columbus, Ohio 43215 and Bank
One, N.A., a national banking association,
duly organized and existing under the
laws of the United States, having its
principal corporate trust office at 1111
Polaris Parkway, Columbus, Ohio 43240, as
Trustee (herein called the "Trustee").
W I T N E S S E T H:
WHEREAS,
the Company has heretofore entered into an Indenture, dated as
of
February 1, 2003 (the "Original
Indenture"), with the Trustee;
WHEREAS,
the Original Indenture is incorporated herein by this reference
and the Original Indenture, as supplemented
by this Third Supplemental Indenture
and by a First Supplemental Indenture (the
"First Supplemental Indenture"), a
Second Supplemental Indenture (the "Second
Supplemental Indenture") and a Fourth
Supplemental Indenture (the "Fourth
Supplemental Indenture"), all dated as of
the date hereof, is herein called the
"Indenture";
WHEREAS,
under the Original Indenture, a new series of unsecured notes
(the "Senior Notes") may at any time be
established by the Board of Directors of
the Company 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
Senior Notes to be designated the "3.00%
Senior Notes, Series C due 2005" (the
"Series C Notes") and a series of Senior
Notes to be designated the "3.00%
Senior Notes, Series F due 2005" (the
"Series F Notes" and, together with the
Series C Notes, the "2005 Notes"), the form
and substance of the 2005 Notes and
the terms, provisions and conditions
thereof to be set forth as provided in the
Original Indenture and this Third
Supplemental Indenture;
WHEREAS,
concurrently with the issuance of the Series C Notes, the
Company
proposes to create under the Indenture a
series of Senior Notes to be designated
the "5.50% Senior Notes Series A, due 2013"
(the "Series A Notes") and a series
of Senior Notes to be designated the "5.50%
Senior Notes, Series D due 2013"
(the "Series D Notes" and, together with
the Series A Notes, the "2013 Notes");
a series of Senior Notes to be designated
the "6.65% Senior Notes, Series B due
2033" (the "Series B Notes") and a series
of Senior Notes to be designated the
"6.65% Senior Notes, Series E due 2033"
(the "Series E Notes" and, together with
the Series B Notes, the "2033 Notes"); a
series of Senior Notes to be designated
the "Floating Rate Notes, Series A due
2005" (the "Floating Rate Series A
Notes") and a series of Senior Notes to be
designated the "Floating Rate Notes,
Series B due 2005" (the "Floating Rate
Series B Notes" and, together with the
Floating Rate Series A Notes, the "Floating
Rate Notes" and, the Floating Rate
Notes, together with the 2013 Notes and the
2033 Notes, the "Additional Notes"),
the form and substance of the Additional
Notes and the terms, provisions and
conditions thereof to be set forth as
provided in the Original Indenture, the
First Supplemental Indenture, the Second
Supplemental Indenture and the Fourth
Supplemental Indenture;
WHEREAS,
additional Senior Notes 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 Third 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
Additional Definitions
SECTION 1.01. Definitions.
The following defined terms used herein shall, 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.
"Clearstream" means Clearstream Banking, societe anonyme, or any
successor
securities clearing agency.
"Distribution Compliance Period," with respect to the 2005 Notes,
means
the period of 40 consecutive days beginning
on and including the later of (i)
the day on which such 2005 Notes are first
offered to Persons other than
distributors (as defined in Regulation S
under the Securities Act) in reliance
on Regulation S and (ii) the Original Issue
Date.
"DTC"
means The Depository Trust Company, the initial Clearing
Agency.
"Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear
System or any successor securities clearing
agency.
"Exchange
Act" means the Securities Exchange Act of 1934, as amended.
"Exchange
Offer Registration Statement" shall have the meaning assigned
to
it in the Registration Rights
Agreement.
"Generation-Related Business" has the meaning set forth in
Section
3.05(a).
"Global
Securities" means global certificates representing the 2005
Notes
as described in Section 204.
"Holder"
means a registered holder of a 2005 Note.
"Institutional Accredited Investor" has the meaning set forth in
Section
2.04(a) hereof.
"Original
Issue Date" means February 18, 2003.
"Owner"
means each Person who is the beneficial owner of a Global
Security
as reflected in the records of the
Depository or, if a Depository participant is
not the Owner, then as reflected in the
records of a Person maintaining an
account with such Depository (directly or
indirectly, in accordance with the
rules of such Depository).
"Permanent
Regulation S Global Security" has the meaning set forth in
Section 2.04(b).
"QIBs"
means qualified institutional buyers as defined in Rule 144A.
"Registered Exchange Offer" shall have the meaning assigned to
Exchange
Offer in the Registration Rights
Agreement
"Registration Rights Agreement" means the Registration Rights
Agreement,
dated as of February 1, 2003 among the
Company and the Initial Purchasers named
therein, relating to the registration of
the 2005 Notes and the Floating Rate
Notes under the Securities Act.
"Regulation S" means Regulation S under the Securities Act and
any
successor regulation thereto.
"Rule 144"
means Rule 144 under the Securities Act, as such rule may be
amended from time to time, or any similar
rule or regulation hereafter adopted
by the Securities and Exchange
Commission.
"Rule
144A" means Rule 144A under the Securities Act, as such rule may
be
amended from time to time, or any similar
rule or regulation hereafter adopted
by the Securities and Exchange
Commission.
"Rule 144A
Global Security" means any Series C Note that is to be traded
pursuant to Rule 144A.
"Securities Act" means the Securities Act of 1933, as amended from
time to
time, or any successor legislation.
"Securities Custodian" means the custodian with respect to a
Global
Security (as appointed by the Depository),
or any successor Person thereto and
shall initially be the Trustee.
"Shelf
Registration Statement" shall have the meaning assigned to it
in
the Registration Rights Agreement.
"Special
Interest Premium" shall have the meaning assigned to it in the
Registration Rights Agreement.
"Stated
Maturity" means February 15, 2005.
"Subsidiary" means any corporation or other entity of which
sufficient
voting stock or other ownership or economic
interests having ordinary voting
power to elect a majority of the board of
directors (or equivalent body) are at
the time directly or indirectly held by the
Company.
"Temporary
Regulation S Global Security" has the meaning set forth in
Section 2.04(b).
"Transfer
Restricted Security" shall have the meaning assigned to
Registrable Note in the Registration Rights
Agreement.
ARTICLE II
2005
Notes
SECTION 2.01.
Establishment.
The Series C Notes shall be designated as the Company's "3.00%
Senior Notes, Series C due 2005" and the
Series F Notes shall be designated as
the Company's "3.00% Senior Notes, Series F
due 2005". The Series C Notes and
the Series F Notes shall be treated for all
purposes under the Indenture as a
single class or series of Senior Notes.
SECTION 2.02. Aggregate
Principal Amount.
The Trustee shall authenticate and deliver (i) Series C Notes
for
original issue on the Original Issue Date
in the aggregate principal amount of
$150,000,000 and (ii) Series F Notes from
time to time thereafter for issue only
in exchange for Series C Notes pursuant to
the Exchange Offer Registration
Statement in accordance with the
Registration Rights Agreement or pursuant to
the Shelf Registration Statement in
accordance with the Registration Rights
Agreement, in each case upon a Company
Order for authentication and delivery
thereof and satisfaction of Section 2.01 of
the Original Indenture. The
aggregate principal amount of the 2005
Notes shall be initially limited to
$150,000,000 and shall be subject to
Periodic Offerings pursuant to Article Two
of the Original Indenture. All 2005 Notes
need not be issued at the same time
and such series may be reopened at any
time, without the consent of any Holder,
for issuances of additional 2005 Notes. Any
such additional 2005 Notes will have
the same interest rate, maturity and other
terms as those initially issued. The
Series C Notes shall be issued in
definitive fully registered form.
SECTION 2.03. Maturity and
Interest.
(i) The 2005 Notes shall mature on,
and the date on which the principal of the
2005 Notes shall
be payable (unless
earlier redeemed) shall be, February
15, 2005;
(ii) the interest rate at which the 2005 Notes
shall bear
interest shall be
3.00% per annum;
provided, however, that the Special Interest Premium shall
accrue on the
2005 Notes under certain circumstances as provided in
clause
(iii) below;
interest shall accrue
from the date of
authentication of the
2005 Notes;
the Interest Payment Dates on which such interest will be
payable shall be
February 15 and August 15, and the Regular Record Date for
the determination of holders to whom interest is payable on any such
Interest
Payment Date shall be the January 31 or July 31 preceding the
relevant
Interest Payment Date; provided that the first Interest
Payment
Date shall be August 15,
2003 and interest
payable on the Stated
Maturity
or any
redemption date shall
be paid to the Person to whom principal shall
be paid;
each payment of
interest shall include
interest accrued
through
the day before
the Interest Payment Date;
(iii)Special Interest Premium shall accrue on the Transfer Restricted
Securities
over and above the
interest rate set forth herein in accordance
with Section
2(e) of the Registration Rights Agreement.
SECTION 2.04. Optional
Redemption.
The 2005 Notes shall be redeemable at the option of the Company,
in
whole at any time or in part from time to
time, upon not less than thirty but
not more than sixty days' previous notice
given by mail to the registered owners
of the Notes at a redemption price equal to
the greater of (i) 100% of the
principal amount of the 2005 Notes being
redeemed and (ii) the sum of the
present values of the remaining scheduled
payments of principal and interest on
the 2005 Notes being redeemed (excluding
the portion of any such interest
accrued to the date of redemption)
discounted (for purposes of determining
present value) to the redemption date on a
semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at
the Treasury Rate (as defined below)
plus 20 basis points, plus, accrued
interest thereon to the date of redemption.
"Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for
the
Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for
such
redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having
a
maturity comparable to the remaining term of the 2005 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
2005
Notes.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices for
the
Comparable Treasury Issue (expressed in each case as a percentage
of
its principal amount) on the third Business Day preceding such
redemption date, as set forth in the daily statistical release
(or
any successor release) published by the Federal Reserve Bank of
New
York and designated "Composite 3:30 p.m. Quotations for U. S.
Government Securities" or (ii) if such release (or any
successor
release) is not published or does not contain such prices on
such
third Business Day, the Reference Treasury Dealer Quotation for
such
redemption date.
"Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Company and reasonably
acceptable
to the Trustee.
"Reference Treasury Dealer" means a primary U.S. government
securities dealer selected by the Company and reasonably
acceptable
to the Trustee.
"Reference Treasury Dealer Quotation" means, with respect to
the Reference Treasury Dealer and any redemption date, the
average,
as determined by the Trustee, of the bid and asked prices for
the
Comparable Treasury Issue (expressed in each case as a percentage
of
its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at or before 5:00 p.m., New York City
time, on the third Business Day preceding such redemption date.
SECTION 2.05. Limitation on
Secured Debt.
So long as any of the 2005 Notes are outstanding, the Company
shall
not create or suffer to be created or to
exist or permit any of its Subsidiaries
to create or suffer to be created or to
exist any additional mortgage, pledge,
security interest, or other lien
(collectively "Liens") on any utility
properties or tangible assets now owned or
hereafter acquired by the Company or
its Subsidiaries to secure any indebtedness
for borrowed money ("Secured Debt"),
without providing that such 2005 Notes will
be similarly secured. Further, this
restriction on Secured Debt does not apply
to the Company's existing first
mortgage bonds that have previously been
issued under its mortgage indenture or
any indenture supplemental thereto;
provided that this restriction will apply to
future issuances thereunder (other than
issuances of refunding first mortgage
bonds). In addition, this restriction does
not prevent the creation or existence
of:
o Liens on property
existing at the time
of acquisition or
construction of
such
property (or created within one year after completion of such
acquisition or
construction), whether
by purchase, merger, construction or
otherwise,
or to secure
the payment of all or any part of the
purchase
price or construction cost
thereof, including the extension of any Liens to
repairs,
renewals,
replacements,
substitutions,
betterments,
additions,
extensions and
improvements then or thereafter made on the property subject
thereto;
o Financing of the
Company's accounts receivable for electric service;
o Any extensions, renewals or replacements (or successive extensions,
renewals or
replacements),
in whole or in part,
of Liens permitted by the
foregoing
clauses; and
o The pledge of any
bonds or other securities at any time issued under any of
the Secured Debt
permitted by the above clauses.
In
addition to the permitted issuances above, Secured Debt not
otherwise
so permitted may be issued in an amount
that does not exceed 15% of Net Tangible
Assets as defined below.
"Net
Tangible Assets" means the total of all assets (including
revaluations thereof as a result of
commercial appraisals, price level
restatement or otherwise) appearing on the
Company's balance sheet, net of
applicable reserves and deductions, but
excluding goodwill, trade names,
trademarks, patents, unamortized debt
discount, energy trading contracts,
regulatory assets, deferred charges and all
other like intangible assets (which
term shall not be construed to include such
revaluations), less the aggregate of
the Company's current liabilities appearing
on such balance sheet.
This
restriction also will not apply to or prevent the creation or
existence of leases (operating or capital)
made, or existing on property
acquired, in the ordinary course of
business.
SECTION 2.06. Global
Securities and Certificated Securities.
(a) General. The Series C Notes will be resold
initially only to (i) QIBs in
reliance
on Rule 144A under the Securities Act ("Rule 144A"), (ii)
institutional
"accredited
investors"
as such term is defined in rule
501(a)(1),
(2),(3) and (7) of
Regulation D under the Securities Act (each,
an
"Institutional
Accredited Investor")
and (iii) Persons other than U.S.
Persons (as
defined in Regulation
S) in reliance on Regulation S under the
Securities
Act ("Regulation S"). Series C Notes may thereafter be
transferred to,
among others, QIBs, purchasers in reliance on Regulation S,
and Institutional Accredited Investors in each case, subject to the
restrictions on
transfer set forth herein.
(b) Global Securities.
(i) Form. Series C Notes initially
resold pursuant to
Rule 144A shall be
issued initially
in the form of one or more permanent Global
Securities in definitive, fully registered form (collectively, the
"Rule 144A
Global Security") and Series C Notes initially resold
pursuant to Regulation S and shall be issued initially in the form of
one or more temporary global securities in definitive, fully
registered form
(collectively,
the "Temporary Regulation S Global
Security"),
in each case without
interest coupons and with the global
securities legend
and restricted securities legend set forth in
Exhibit A hereto, which shall be deposited on behalf of the
purchasers
of the Series C Notes represented thereby with the Securities
Custodian, and
registered in the name
of the Depository or a nominee
of the Depository,
duly executed by the Company and authenticated by
the Trustee as provided in the Indenture. Except as set forth in this
Section 2.06,
beneficial
ownership
interests in the Temporary
Regulation S
Global Security (x) will not be exchangeable for
interests in the Rule
144A Global
Security, the permanent global
security (the "Permanent Regulation S Global Security"),
or any other
security without a legend containing restrictions on transfer of
such
security prior to the expiration of the Distribution Compliance
Period
and (y) then may be
exchanged for
interests in a Rule 144A Global
Security or the
Permanent Regulation S Global Security only upon
certification that
beneficial ownership
interests in such
Temporary
Regulation S Global
Security are owned either by non-U.S. persons or
U.S. persons who
purchased such
interests in a transaction that did
not require registration under the Securities Act.
The Rule 144A Global
Security, the Temporary Regulation S Global
Security and
the Permanent Regulation S Global Security are
collectively referred to herein as "Global Securities".
The aggregate
principal amount of
the Global
Securities
may from time to time
be
increased or
decreased by adjustments made on the records of the
Trustee and the Depository or its nominee as hereinafter
provided.
(ii) Book-Entry
Provisions.
This Section shall apply only to a Global
Security deposited
with or on behalf of the Depository. The Company
shall execute and the Trustee shall, in accordance with this Section
2.06(b)(ii),
authenticate and
deliver initially
one or more Global
Securities that (a)
shall be registered in the name of the Depository
for such Global
Security or Global
Securities or the nominee of such
Depository and
(b) shall be delivered by the Trustee to such
Depository or pursuant to such Depository's instructions or held by
the Trustee as custodian for the Depository.
Members of, or participants in, the Depository ("Agent Members")
shall
have no rights
under this Indenture with respect to any Global
Security held on their
behalf by the
Depository or by the Trustee as
the custodian of the Depository or under such Global Security, and
the
Company, the Trustee and any agent of the Company or the Trustee
shall
be entitled to treat
the Depository
as the absolute owner of such
Global Security
for all purposes whatsoever. Notwithstanding the
foregoing, nothing
herein shall prevent
the Company, the
Trustee or
any agent of the
Company or the Trustee
from giving effect to any
written certification,
proxy or other authorization furnished by the
Depository or impair, as between the Depository and its Agent
Members,
the operation of customary practices of such Depository
governing the
exercise of the rights
of a holder of a
beneficial interest
in any
Global Security.
To the extent a notice or other communication to the beneficial
owners
of the 2005 Notes is required under the Indenture, unless and until
Certificated
Securities shall have
been issued to such
owners, the
Trustee shall
give all such
notices and communications specified
herein to be given to such owners to the Depository, and shall have
no
obligations to such Owners.
(c) Certificated Securities. Series C Notes sold to
Institutional
Accredited
Investors
shall be issued initially in the form of a fully
registered,
certificated
Series C Note ("Certificated Securities"). Except as provided
in this Section
2.06, owners of
beneficial interests
in Global Securities
shall
not be entitled to receive physical delivery of Certificated
Securities.
Global
Securities shall be exchangeable for Certificated Securities if
(i)
the Depository (x) notifies the Company
that it is unwilling or unable to
continue as Depository for the Global
Securities or (y) shall no longer be
registered or in good standing under the
Exchange Act, or other applicable
statute or regulation, and a successor
Depository for the Global Securities is
not appointed by the Company within 90 days
after the Company receives such
notice or becomes aware of such condition.
Upon surrender to the Trustee of the
typewritten certificate or certificates
representing the Global Securities by
the Depository, accompanied by registration
instructions, the Trustee shall
execute and authenticate the certificates
in accordance with the instructions of
the Depository. Neither the Security
Registrar nor the Trustee shall be liable
for any delay in delivery of such
instructions and may conclusively rely on, and
shall be protected in relying on, such
instructions. Upon the issuance of
Certificated Securities, the Trustee shall
recognize the Holders of the
Certificated Securities as Holders. The
Certificated Securities shall be
printed, lithographed or engraved or may be
produced in any other manner as is
reasonably acceptable to the Company, as
evidenced by the execution thereof by
the Company, and shall bear the legend set
forth on Exhibit A hereto unless the
Company informs the Trustee that such
legend is no longer required.
SECTION 2.07. Form of
Securities.
The Global Securities and Certificated Securities shall be
substantially in the form attached as
Exhibit A thereto.
SECTION 2.08. Transfer and
Exchange.
(a) General. The 2005 Notes may not be
transferred except in
compliance with
the legend contained in Exhibit A unless otherwise determined by the
Company in
accordance with
applicable law. No
service charge will be made
for any transfer
or exchange of 2005 Notes, but payment will be required of
a sum sufficient
to cover any tax or other governmental charge that may be
imposed in
connection therewith.
(b) Transfer and Exchange of Global
Securities.
(i) If a holder of a beneficial
interest in the Rule
144A Global Security
wishes at any time to
exchange its
interest in the Rule
144A Global
Security for
an interest in the Permanent Regulation S Global
Security, or to transfer its interest in the Rule 144A Global
Security
to a person who
wishes to take
delivery thereof in the form of an
interest in the Permanent Regulation S Global Security, such holder
may, subject to the
rules and procedures of the Depository and to the
requirements set forth
in the following
sentence, exchange or
cause
the exchange or transfer or cause the transfer of such interest for
an
equivalent beneficial
interest in the
Permanent Regulation S
Global
Security. Upon
receipt by the
Trustee, as transfer agent, of (1)
instructions given in accordance with the Depository's procedures
from
or on behalf of a
holder of a beneficial
interest in the Rule 144A
Global Security,
directing the Trustee,
as transfer agent, to credit
or cause to be credited a beneficial interest in the Permanent
Regulation S Global
Security in an amount equal to the beneficial
interest in
the Rule 144A Global Security to be exchanged or
transferred, (2)
a written order given in accordance with the
Depository's procedures containing information regarding the
Euroclear
or Clearstream account
to be credited with such increase and the name
of such account, and (3) a certificate in the form of Exhibit C
hereto
given by the holder
of such beneficial interest stating that the
exchange or transfer of such interest has been made pursuant to and
in
accordance with
Rule 903 or Rule 904 of Regulation S under the
Securities Act, the Trustee, as transfer agent, shall promptly
deliver
appropriate
instructions to
the Depository, its nominee, or the
custodian for the Depository, as the case may be, to reduce or
reflect
on its records a
reduction of the Rule
144A Global
Security by the
aggregate principal
amount of the
beneficial
interest in such
Rule
144A Global
Security to be so exchanged or transferred from the
relevant participant,
and the Trustee, as transfer agent, shall
promptly deliver
appropriate
instructions
to the Depository, its
nominee, or the
custodian for the Depository, as the case may be,
concurrently with such
reduction,
to increase or reflect on its
records an
increase of the principal amount of such Permanent
Regulation S Global Security by the aggregate principal amount of the
beneficial interest
in such Rule 144A Global Security to be so
exchanged or transferred, and to credit or cause to be credited to
the
account of the
person specified in such instructions (who may be
Euroclear or
Clearstream
or another
agent member of Euroclear or
Clearstream or both,
as the case may be,
acting for and on behalf of
them) a beneficial
interest in such
Permanent Regulation S Global
Security equal to the
reduction in the principal amount of such Rule
144A Global Security.
(ii) If a holder
of a beneficial
interest in the
Permanent Regulation S
Global Security
wishes at any time to
exchange its
interest in the
Permanent
Regulation
S Global Security for an interest in the Rule
144A Global Security,
or to transfer its
interest in the
Permanent
Regulation S Global
Security to a person who wishes to take delivery
thereof in the form of an interest in the Rule 144A Global
Security,
such holder may,
subject to the rules and procedures of Euroclear or
Clearstream and
the Depository, as the case may be, and to the
requirements set forth
in the following
sentence, exchange or
cause
the exchange or transfer or cause the transfer of such interest for
an
equivalent beneficial interest in such Rule 144A Global Security.
Upon
receipt by the Trustee, as transfer agent, of (1)
instructions given
in accordance with the
procedures of Euroclear or Clearstream and the
Depository, as the
case may be, from or
on behalf of a beneficial
owner of an interest in the Permanent Regulation S Global Security
directing the Trustee,
as transfer
agent, to credit or cause to be
credited a beneficial
interest in the Rule 144A Global Security in an
amount equal to the beneficial interest in the Permanent
Regulation S
Global Security to be
exchanged or
transferred, (2) a
written order
given in accordance
with the procedures of
Euroclear or
Clearstream
and the Depository, as the case may be, containing information
regarding the account
with the Depository
to be credited
with such
increase and the name of such account, and (3) prior to the
expiration
of the Distribution
Compliance
Period, a certificate
in the form of
Exhibit C hereto given by the holder of such beneficial interest and
stating that the person transferring such interest in such
Permanent
Regulation S Global
Security reasonably believes that the person
acquiring such interest in the Rule 144A Global Security is a QIB and
is obtaining
such beneficial interest for its own account or the
account of a QIB in a
transaction meeting
the requirements
of Rule
144A and any
applicable securities
laws of any state of
the United
States or any other
jurisdiction, the
Trustee, as transfer agent,
shall promptly deliver appropriate instructions to the Depository,
its
nominee, or the
custodian for the Depository, as the case may be, to
reduce or reflect on its records a reduction of the Permanent
Regulation S Global Security by the aggregate principal amount of the
beneficial interest in such Permanent Regulation S Global Security
to
be exchanged or transferred, and the Trustee, as transfer agent,
shall
promptly deliver
appropriate
instructions
to the Depository, its
nominee, or the
custodian for the Depository, as the case may be,
concurrently with such
reduction,
to increase or reflect on its
records an increase of
the principal
amount of the Rule
144A Global
Security by the aggregate principal amount of the beneficial
interest
in the Permanent
Regulation S Global
Security to be so
exchanged or
transferred, and to
credit or cause to be
credited to the account
