EXHIBIT
4(f)
OHIO POWER COMPANY
TO
BANK ONE, N.A.
AS TRUSTEE.
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF FEBRUARY 1, 2003
$250,000,000
6.60%
SENIOR NOTES, SERIES E DUE 2033
6.60%
SENIOR NOTES, SERIES G DUE 2033
TABLE
OF CONTENTS *
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ARTICLE I - Additional Definitions
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Aggregate Principal Amount
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Limitation on Secured Debt
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Global Securities and Certificated
Securities
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ARTICLE III - Miscellaneous Provisions
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Ratification and Incorporation of Original
Indenture
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Applicability of Section 4.05 and Article Ten
of Original Indenture
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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.
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THIS SECOND SUPPLEMENTAL INDENTURE is made as
of the 1 st day of February, 2003, between OHIO POWER
COMPANY, a corporation duly organized and existing under the laws
of the state of Ohio (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 Second Supplemental Indenture,
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 “6.60% Senior Notes, Series E due
2033” (the “Series E Notes”) and a series of
Senior Notes to be designated the “6.60% Senior Notes, Series
G due 2033” (the “Series G Notes”; and together
with the Series E Notes the “2033 Notes”), the form and
substance of the 2033 Notes and the terms, provisions and
conditions thereof to be set forth as provided in the Original
Indenture and this Second Supplemental Indenture;
WHEREAS, concurrently
with the issuance of the Series E Notes, the Company proposes to
create under the Indenture a series of Senior Notes to be
designated the “5.50% Series Notes Series D, due 2013”
(the “Series D Notes”) and a series of Senior Notes to
be designated the “5.50% Senior Notes, Series F, due
2013” (the “Series F Notes”; and together with
the Series D Notes, the “2013 Notes”), the form and
substance of the 2013 Notes and the terms, provisions and
conditions thereof to be set forth as provided in the Original
Indenture and the First 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 Second 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,
société anonyme, or any successor securities clearing
agency.
“Distribution
Compliance Period,” with respect to the 2033 Notes, means the
period of 40 consecutive days beginning on and including the later
of (i) the day on which such 2033 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.
“Global
Securities” means global certificates representing the 2033
Notes as described in Section 204.
“Holder”
means a registered holder of a 2033 Note.
“Institutional
Accredited Investor” has the meaning set forth in Section
2.04(a) hereof.
“Ohio Wires
Exchange Offer” shall have the meaning assigned to it in the
Registration Rights Agreement.
“Ohio Wires
Notes” shall have the meaning assigned to it in the
Registration Rights Agreement.
“Original Issue
Date” means February 14, 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 2013
Notes and the 2033 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 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, 2033.
“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.
“Transmission
and Distribution Business” has the meaning set forth in
Section 3.05(a).
ARTICLE II
2033 Notes
SECTION
2.01.
Establishment
. The Series E Notes
shall be designated as the Company’s “6.60% Senior
Notes, Series E due 2033” and the Series G Notes shall be
designated as the Company’s “6.60% Senior Notes, Series
G due 2033”. The Series E Notes and the Series G 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 E Notes for original issue on
the Original Issue Date in the aggregate principal amount of
$250,000,000 and (ii) Series G Notes from time to time thereafter
for issue only in exchange for Series E 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 2033 Notes shall be initially
limited to $250,000,000 and shall be subject to Periodic Offerings
pursuant to Article Two of the Original Indenture. All 2033 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 2033 Notes. Any such additional 2033 Notes will have the
same interest rate, maturity and other terms as those initially
issued. The Series E Notes shall be issued in definitive fully
registered form.
SECTION
2.03. Maturity
and Interest
. (i) The 2033 Notes
shall mature on, and the date on which the principal of the 2033
Notes shall be payable (unless earlier redeemed) shall be, February
15, 2033;
(ii)
The interest rate at which the 2033 Notes shall bear interest shall
be 6.60% per annum; provided, however, that the Special Interest
Premium shall accrue on the 2033 Notes under certain circumstances
as provided in clause (iii) below; interest shall accrue from the
date of authentication of the 2033 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 (a) 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
and (b) on the 2033 Notes over and above the interest rate set
forth herein in accordance with Section 7(d) or 7(e), as the case
may be, of the Registration Rights Agreement.
SECTION
2.04. Optional
Redemption
. The 2033 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 2033 Notes
being redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest on the 2033
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 30 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 2033 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 2033
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 2033 Notes are outstanding, the Company will not create or
suffer to be created or to exist or permit any of its Subsidiaries
to create or permit or suffer to be created or 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 2033 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:
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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;
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Financing of the Company’s accounts
receivable for electric service;
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Any extensions, renewals or replacements (or
successive extensions, renewals or replacements), in whole or in
part, of Liens permitted by the foregoing clauses; and
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The pledge of any bonds or other securities at
any time issued under any of the Secured Debt permitted by the
above clauses.
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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 E 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 E 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.
(i) Form
. Series E 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 E 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 E
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 2033
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 E Notes sold to
Institutional Accredited Investors shall be issued initially in the
form of a fully registered, certificated Series E 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 2033 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 2033
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 of the person
specified in such instructions a beneficial interest in the Rule
144A Global Security equal to the reduction in the principal amount
of the Permanent Regulation S Global Security. After the expiration
of the Distribution Compliance Period, the certification
requirement set forth in clause (3) of the second sentence of this
Section 2.08(b)(ii) will no longer apply to such exchanges and
transfers.
(iii) Any
beneficial interest in one of the Global Securities that is
transferred
