EXHIBIT 4(h)
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AEP TEXAS CENTRAL COMPANY
TO
BANK ONE, N.A.
AS TRUSTEE
FOURTH SUPPLEMENTAL INDENTURE
DATED AS OF FEBRUARY 1, 2003
$100,000,000
FLOATING RATE NOTES, SERIES A DUE 2005
FLOATING RATE NOTES, SERIES B DUE 2005
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<PAGE>
TABLE OF CONTENTS*
Page
ARTICLE I Additional
Definitions.............................................2
SECTION
1.01.
Definitions............................................2
ARTICLE II Floating Rate
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. The
Floating Rate Notes will not
be subject to optional
redemption................................7
SECTION
2.05. Limitation
on Secured Debt.............................7
SECTION
2.06. Global
Securities and Certificated Securities..........8
SECTION
2.07. Form of
Securities....................................10
SECTION
2.08. Transfer
and Exchange.................................10
ARTICLE III Miscellaneous
Provisions........................................15
SECTION
3.01. Recitals
by Company...................................15
SECTION
3.02.
Ratification and Incorporation of Original Indenture..15
SECTION
3.03. Executed
in Counterparts..............................15
SECTION
3.04.
Legends...............................................15
SECTION
3.05.
Applicability of Section 4.05 and Article Ten of
Original Indenture....................................15
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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
FOURTH 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 Fourth Supplemental
Indenture and by a First Supplemental
Indenture (the "First Supplemental
Indenture"), a Second Supplemental
Indenture (the "Second Supplemental
Indenture") and a Third Supplemental
Indenture (the "Third 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 "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"),
the form and substance of the Floating Rate
Notes and the terms, provisions and
conditions thereof to be set forth as
provided in the Original Indenture and
this Fourth Supplemental Indenture;
WHEREAS,
concurrently with the issuance of the Floating Rate Series A
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 "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 "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" and, the 2005 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 and the First
Supplemental Indenture, the Second
Supplemental Indenture and the Third
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 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
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 Floating Rate
Notes,
means the period of 40 consecutive days
beginning on and including the later of
(i) the day on which such Floating Rate
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" has the meaning set forth in Section
3.05(a).
"Global
Securities" means global certificates representing the Floating
Rate Notes as described in Section 204.
"Holder"
means a registered holder of a Floating Rate 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 Floating Rate Series A 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
Floating Rate Notes
SECTION 2.01.
Establishment.
The Floating Rate Series A Notes shall be designated as the
Company's "Floating Rate Notes, Series A
due 2005" and the Floating Rate Series
B Notes shall be designated as the
Company's "Floating Rate Notes, Series B due
2005". The Floating Rate Series A Notes and
the Floating Rate Series B 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) Floating Rate
Series
A Notes for original issue on the Original
Issue Date in the aggregate principal
amount of $100,000,000 and (ii) Floating
Rate Series B Notes from time to time
thereafter for issue only in exchange for
Floating Rate Series A 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 Floating Rate Notes
shall be initially limited to $100,000,000
and shall be subject to Periodic
Offerings pursuant to Article Two of the
Original Indenture. All Floating Rate
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 Floating
Rate Notes. Any such additional Floating
Rate Notes will have the same interest
rate, maturity and other terms as those
initially issued. The Floating Rate
Series A Notes shall be issued in
definitive fully registered form.
SECTION 2.03. Maturity and
Interest.
(i) The Floating Rate Notes shall mature on, and the date on which the
principal
of the Floating Rate Notes shall be payable (unless earlier
redeemed) shall
be, February 15, 2005;
(ii) the interest on the Notes shall be
payable on February
15, May 15, August
15 and
November 15 of each year (each, an "Interest Payment Date"),
commencing
on May 15, 2003 and
shall accrue from and including the date of
authentication
of the Notes to, but excluding May 15, 2003, and thereafter,
from and
including each Interest Payment Date to, but excluding,
the next
succeeding Interest Payment Date or Stated
Maturity, as the case may be;
the Regular
Record Date for the
determination of
holders to whom interest
is payable on any such Interest Payment Date shall be the fifteenth
calendar day
preceding the relevant
Interest Payment Date;
provided that
interest
payable on Stated Maturity shall be paid to the Person to
whom
principal shall
be paid;
(iii)the Floating Rate Notes will bear
interest at a per
annum rate
("Interest
Rate")
determined by the Calculation Agent, subject to the maximum
interest
rate permitted
by New York or other
applicable state law,
as such law may
be modified by
United States law of general application. The Interest Rate
for each Interest Period will be equal to LIBOR on the Interest
Determination
Date for such Interest Period plus 1.25%; provided, however,
that in certain
circumstances
described below, the Interest Rate will
be
determined
without reference to
LIBOR. Promptly upon
such
determination,
the Calculation
Agent will notify the
Trustee for the Floating Rate Notes,
if the
Trustee is not then serving as the Calculation Agent, of the
interest rate
for the new Interest Period. The interest rate determined
by
the Calculation Agent, absent manifest error, shall be binding and
conclusive
upon the beneficial owners and holders of the
Floating Rate
Notes, the
Company and the Trustee for the Floating Rate Notes.
If the following
circumstances
exist on any Interest
Determination
Date,
the Calculation Agent shall determine the Interest Rate for
the Notes as
follows:
(1) In the event no Reported Rate (as
defined below)
appears on
Telerate
Page 3750 (as defined
below) as of
approximately 11:00
a.m. London
time on an Interest
Determination Date,
the Calculation Agent
shall
request the principal
London offices of each of four major
banks in
the London interbank
market selected by the Calculation Agent (after
consultation with the Company) to provide a quotation of the rate
(the
"Rate Quotation") at which three month deposits in amounts of not
less
than
$1,0000,000
are offered by it to prime banks in the London
interbank market,
as of approximately 11:00 a.m. on such Interest
Determination Date,
that is representative of single transactions at
such time (the "Representative Amounts"). If at least two Rate
Quotations are provided, the interest rate will be the arithmetic
mean
of the Rate Quotations obtained by the Calculation Agent, plus
1.25%.
(2) In the event no Reported Rate appears on Telerate Page 3750 as of
approximately 11:00 a.m. London time on an Interest Determination
Date
and there are fewer than two Rate Quotations, the interest rate will
be the arithmetic mean of the rates quoted at approximately 11:00
a.m.
New York City time on such Interest Determination Date, by three
major
banks in New York
City selected by the Calculation Agent (after
consultation with the Company), for loans in Representative Amounts
in
U.S. dollars to
leading European
banks, having an index
maturity of
three months for a period commencing on the second London Business
Day
immediately following
such Interest
Determination Date,
plus 1.25%;
provided, however,
that if fewer than
three banks
selected by the
Calculation Agent are
quoting such rates,
the interest rate for
the
applicable Interest
Period will be the
same as the interest
rate in
effect for the immediately preceding Interest Period.
(3) "Business Day" means any day that is not a day on which banking
institutions in New
York City are
authorized or
required by law or
regulation to close.
"Calculation Agent"
means Bank One, N.A., or its successor appointed
by the Company, acting as calculation agent.
"Interest
Determination Date"
means the second
London Business
Day
immediately preceding the first day of the relevant Interest
Period.
"Interest Period"
means the period
commencing on an interest payment
date for the Floating Rate Notes (or commencing on the Original
Issue
Date, if no interest has been paid or duly made available for payment
since that date) and
ending on the day
before the next succeeding
interest payment date for the Floating Rate Notes.
"LIBOR" for any Interest Determination Date will be the offered rate
for deposits in U.S.
dollars having an index maturity of three months
for a period
commencing on the second London Business Day immediately
following the Interest
Determination Date in amounts of not less than
$1,000,000, as such
rate appears on Telerate Page 3750 or a successor
reporter of
such rates selected by the Calculation Agent and
acceptable to the Company, at approximately 11:00 a.m. London
time on
the Interest Determination Date (the "Reported Rate").
"London Business Day" means a day other than a Saturday or Sunday
that
is not a day on which banking institutions in London, England and New
York, New York are
authorized or obligated by law or executive order
to be closed and a day on which dealings in deposits in U.S.
dollars
are transacted, or
with respect to any future date are expected to be
transacted, in the London interbank market.
"Telerate Page 3750" means the display designated on page 3750 on Dow
Jones Markets Limited (or such other page as may replace the 3750
page
on that service or
such other
service as may be nominated by the
British Bankers'
Association
for the purpose of
displaying
London
interbank offered rates for U.S. dollar deposits).
(iv) Upon the request of a holder of the
Floating Rate Notes,
the Calculation
Agent will
provide to such holder the interest rate in effect on the date
of such request
and, if determined, the interest rate for the next Interest
Period.
(v) The accrued interest for any period is calculated by multiplying the
principal
amount of a note by an
accrued interest factor. The accrued
interest
factor is computed by
adding the interest
factor calculated
for
each day in the
period to the date for
which accrued interest is being
calculated.
The interest factor
(expressed as a decimal rounded upwards if
necessary)
is computed by
dividing the interest rate (expressed as a
decimal rounded
upwards if necessary) applicable to such a date by 360.
(vi) All percentages resulting from any calculation of the interest rate on
Floating
Rate Notes will be rounded, if necessary, to the nearest
one-hundred
thousandth of a percentage point, with five one-millionths of a
percentage
point rounded upwards, and all dollar amounts used in or
resulting from
such calculation
will be rounded to the
nearest cent (with
one-half cent
being rounded upwards).
(vii)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
Floating Rate Notes will not be subject
to optional redemption.
SECTION 2.05. Limitation on
Secured Debt.
So long as any of the Floating Rate 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 Floating Rate 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 Floating Rate Series A 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"). Floating Rate Series A 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. Floating Rate Series A 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 Floating Rate Series A 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 Floating Rate Series A 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
2.05(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 Floating Rate 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. Floating
Rate Series A Notes sold to Institutional
Accredited
Investors shall be issued initially in the form of a fully
registered,
certificated
Floating Rate Series A Note ("Certificated
Securities").
Except as provided in this Section 2.05, 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 Floating Rate 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
Floating Rate
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 Deposito
