Exhibit 4.3
DOMINION RESOURCES, INC.
Issuer
AND
DEUTSCHE BANK TRUST COMPANY
AMERICAS
Series Trustee
Thirty-Ninth Supplemental
Indenture
Dated as of August 1,
2009
$500,000,000
2009 Series A 5.20% Senior
Notes
due 2019
TABLE OF CONTENTS*
ARTICLE I
2009 SERIES A
5.20%
SENIOR NOTES DUE
2019
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SECTION 101.
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Establishment
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2
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SECTION 102.
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Definitions
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2
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SECTION 103.
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Payment of
Principal and Interest
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5
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SECTION 104.
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Denominations
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6
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SECTION 105.
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Global
Securities
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6
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SECTION 106.
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Redemption
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7
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SECTION 107.
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Sinking
Fund
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7
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SECTION 108.
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Additional
Interest
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7
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SECTION 109.
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Paying
Agent
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7
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SECTION 110.
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Limitation on
Liens
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7
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ARTICLE II
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THE SERIES TRUSTEE
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SECTION 201.
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Appointment of
Series Trustee
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10
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SECTION 202.
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Eligibility of
Series Trustee
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10
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SECTION 203.
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Security
Registrar and Paying Agent
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10
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SECTION 204.
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Concerning the
Trustees
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11
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SECTION 205.
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Patriot Act
Requirements of Series Trustee
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11
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ARTICLE III
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MISCELLANEOUS
PROVISIONS
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SECTION 301.
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Recitals by
Company
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11
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SECTION 302.
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Ratification
and Incorporation of Base Indenture
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11
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SECTION 303.
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Executed in
Counterparts
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12
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SECTION 304.
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Assignment
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12
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*
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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 THIRTY-NINTH SUPPLEMENTAL
INDENTURE is made as of the first day of August, 2009, by and
between DOMINION RESOURCES, INC., a Virginia corporation, having
its principal office at 120 Tredegar Street, Richmond, Virginia
23219 (the “Company”), and DEUTSCHE BANK TRUST COMPANY
AMERICAS, a New York banking corporation, as Trustee of the series
of Securities established by this Thirty-Ninth Supplemental
Indenture, having a corporate trust office at 60 Wall Street,
27 th
Floor, New York, New York 10005
(herein called the “Series Trustee”).
W I T N E S S E T H:
WHEREAS, the Company has heretofore
entered into an Indenture dated as of June 1, 2000, between
the Company and The Bank of New York Mellon (successor to JPMorgan
Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)) (the
“Original Trustee”), as amended by the Thirty-Eighth
Supplemental and Amending Indenture dated as of November 1,
2008 (as so amended, the “Base Indenture”), by and
among the Company, the Original Trustee and the Series
Trustee;
WHEREAS, the Base Indenture is
incorporated herein by this reference and the Base Indenture, as
heretofore supplemented, as further supplemented by this
Thirty-Ninth Supplemental Indenture, and as may be hereafter
supplemented or amended from time to time, is herein called the
“Indenture”;
WHEREAS, under the Base Indenture, a
new series of Securities may at any time be established in
accordance with the provisions of the Base Indenture and the terms
of such series may be described by a supplemental indenture
executed by the Company and the Series Trustee;
WHEREAS, the Company proposes to
create under the Indenture a new series of Securities and to
appoint the Series Trustee as Trustee under the Base Indenture with
respect to such series of Securities;
WHEREAS, additional Securities of
other series hereafter established, except as may be limited in the
Base 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 the Original Trustee will, unless
and until a Person other than the Original Trustee is appointed to
act as Trustee with respect to the Securities of such series, serve
as Trustee of such series;
WHEREAS, all conditions necessary to
authorize the execution and delivery of this Thirty-Ninth
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
2009 SERIES A 5.20% SENIOR NOTES
DUE 2019
SECTION 101. Establishment .
There is hereby established a new series of Securities to be issued
under the Indenture, to be designated as the Company’s 2009
Series A 5.20% Senior Notes due 2019 (the “Series A Senior
Notes”).
There are to be authenticated and
delivered $500,000,000 principal amount of Series A Senior Notes,
and such principal amount of the Series A Senior Notes may be
increased from time to time pursuant to Section 301(2) of the
Indenture. All Series A Senior 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 Series A Senior
Notes. Any such additional Series A Notes will have the same
interest rate, maturity and other terms as those initially issued.
Further Series A Senior Notes may also be authenticated and
delivered as provided by Sections 304, 305, 306, 905 or 1107 of the
Base Indenture.
The Series A Senior Notes shall be
issued in definitive fully registered form without coupons, in
substantially the form set out in Exhibit A hereto. The
entire initially issued principal amount of the Series A Senior
Notes shall initially be evidenced by one or more certificates
issued to Cede & Co., as nominee for The Depository Trust
Company.
The form of the Series
Trustee’s Certificate of Authentication for the Series A
Senior Notes shall be in substantially the form set forth in
Exhibit B hereto.
Each Series A Senior Note shall be
dated the date of authentication thereof and shall bear interest
from the date of original issuance thereof or from the most recent
Interest Payment Date to which interest has been paid or duly
provided for.
SECTION 102. 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 Base Indenture.
“Adjusted Treasury Rate”
means, with respect to any Redemption Date: (i) the yield,
under the heading which represents the average for the immediately
preceding week, appearing in the most recently published
statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months
before or after the Remaining Life, yields for the two published
maturities most closely corresponding to the Comparable Treasury
Issue will be determined and the Adjusted Treasury Rate will be
interpolated or extrapolated from such yields on a straight line
basis, rounding to the nearest month); or (ii) if such release
(or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the
rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using 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.
2
“Business Day” means a
day other than (i) a Saturday or a Sunday, (ii) a day on
which banks in New York, New York are authorized or obligated by
law or executive order to remain closed or (iii) a day on
which the Corporate Trust Office of the Series Trustee is closed
for business.
“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 Series A Senior Notes to be redeemed 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
Life.
“Comparable Treasury
Price” for any Redemption Date means (i) the average of
the Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (ii) if the Independent Investment Banker
obtains fewer than five such Reference Treasury Dealer Quotations,
the average of all such quotations.
“Corporate Trust Office of the
Series Trustee” means the office of the Series Trustee at
which at any particular time its corporate trust business with
respect to the series of Securities herein described shall be
principally administered, which office at the date of original
execution of this Thirty-Ninth Supplemental Indenture is located at
60 Wall Street, 27 th Floor, New York, New York 10005 (in addition
copies of correspondence are to be sent to Deutsche Bank National
Trust Company for Deutsche Bank Trust Company Americas, 25 DeForst
Avenue, Mail Stop 0105, Summit, New Jersey, 07901).
“Independent Investment
Banker” means any of BNP Paribas Securities Corp., Deutsche
Bank Securities Inc., J. P. Morgan Securities Inc. or Morgan
Stanley & Co. Incorporated, and their respective
successors as selected by the Company, or if any such firm is
unwilling or unable to serve as such, an independent investment and
banking institution of national standing appointed by the
Company.
“Interest Payment Dates”
means February 15 and August 15 of each year, commencing
on February 15, 2010.
“Lien” means any
mortgage, lien, pledge, security interest or other encumbrance of
any kind.
“Material Subsidiary”
means a Subsidiary of the Company whose total assets (as determined
in accordance with GAAP) represent at least 20% of the total assets
of the Company on a consolidated basis.
“Original Issue Date”
means August 14, 2009.
“Outstanding”, when used
with respect to the Series A Senior Notes, means, as of the date of
determination, all Series A Senior Notes, theretofore authenticated
and delivered under the Indenture, except:
(i) Series A Senior Notes
theretofore canceled by the Series Trustee or delivered to the
Series Trustee for cancellation;
3
(ii) Series A Senior Notes for whose
payment at Maturity the necessary amount of money or money’s
worth has been theretofore deposited (other than pursuant to
Section 402 of the Base Indenture) with the Series Trustee or
any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its
own Paying Agent) for the Holders of such Series A Senior
Notes;
(iii) Series A Senior Notes with
respect to which the Company has effected defeasance or covenant
defeasance has been effected pursuant to Section 402 of the
Base Indenture; and
(iv) Series A Senior Notes that have
been paid pursuant to Section 306 of the Base Indenture or in
exchange for or in lieu of which other Series A Senior Notes have
been authenticated and delivered pursuant to the Indenture, other
than any such Series A Senior Notes in respect of which there shall
have been presented to the Series Trustee proof satisfactory to it
that such Series A Senior Notes are held by a bona fide purchaser
in whose hands such Series A Senior Notes are valid obligations of
the Company; provided, however, that in determining whether the
Holders of the requisite principal amount of Outstanding Series A
Senior Notes have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or are present at a
meeting of Holders of Series A Senior Notes for quorum purposes,
Series A Senior Notes owned by the Company or any other obligor
upon the Series A Senior Notes or any Affiliate of the Company or
such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Series Trustee
shall be protected in making any such determination or relying upon
any such request, demand, authorization, direction, notice, consent
or waiver, only Series A Senior Notes which the Series Trustee
actually knows to be so owned shall be so disregarded. Series A
Senior Notes so owned which shall have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Series Trustee (A) the pledgee’s
right so to act with respect to such Series A Senior Notes and
(B) that the pledgee is not the Company or any other obligor
upon the Series A Senior Notes or an Affiliate of the Company or
such other obligor.
“Principal Property”
means any plant or facility of the Company located in the United
States that in the opinion of the Board of Directors or management
of the Company is of material importance to the business conducted
by the Company and its consolidated Subsidiaries taken as
whole.
“Reference Treasury
Dealer” means: (i) BNP Paribas Securities Corp.,
Deutsche Bank Securities Inc., J. P. Morgan Securities Inc. or
Morgan Stanley & Co. Incorporated and their respective
successors; provided that, if any such firm or its successors
ceases to be a primary U.S. Government securities dealer in the
United States (a “Primary Treasury Dealer”), the
Company shall substitute another Primary Treasury Dealer; and
(ii) up to one other Primary Treasury Dealer selected by the
Company.
“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the
Independent Investment Banker, 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 Independent
Investment Banker at 5:00 p.m., New York City time, on the third
Business Day preceding such Redemption Date.
4
“Regular Record Date”
means, with respect to each Interest Payment Date, the close of
business on the Business Day preceding such Interest Payment Date;
provided , that with respect to Series A Senior Notes that
are not represented by one or more Global Securities, the Regular
Record Date shall be the close of business on the 15th calendar day
(whether or not a Business Day) preceding such Interest Payment
Date.
“Remaining Life” means
the remaining term of the Series A Senior Notes.
“Stated Maturity” means
August 15, 2019.
The terms “Company,”
“Original Trustee,” “Series Trustee,”
“Base Indenture,” and “Indenture” shall
have the respective meanings set forth in the recitals to this
Thirty-Ninth Supplemental Indenture and the paragraph preceding
such recitals.
SECTION 103. Payment of Principal
and Interest . The principal of the Series A Senior Notes shall
be due at the Stated Maturity (unless earlier redeemed). The unpaid
principal amount of the Series A Senior Notes shall bear interest
at the rate of 5.20% per annum until paid or duly provided
for, such interest to accrue from the Original Issue Date or from
the most recent Interest Payment Date to which interest has been
paid or duly provided for. Interest shall be paid semi-annually in
arrears on each Interest Payment Date to the Person in whose name
the Series A Senior Notes are registered on the Regular Record Date
for such Interest Payment Date; provided that interest payable at
the Stated Maturity of principal, on a Redemption Date or a
Repayment Date as provided herein will be paid to the Person to
whom principal is payable. Any such interest that is not so
punctually paid or duly provided for will forthwith cease to be
payable to the Holders on such Regular Record Date and may either
be paid to the Person or Persons in whose name the Series A Senior
Notes are registered at the close of business on a Special Record
Date for the payment of such defaulted interest to be fixed by the
Series Trustee (in accordance with Section 307 of the Base
Indenture), notice whereof shall be given to Holders of the Series
A Senior Notes not less than ten (10) days prior to such
Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities
exchange, if any, on which the Series A Senior Notes may be listed,
and upon such notice as may be required by any such exchange, all
as more fully provided in the Base Indenture.
Payments of interest on the Series A
Senior Notes will include interest accrued to but excluding the
respective Interest Payment Dates. Interest payments for the Series
A Senior Notes shall be computed and paid on the basis of a 360-day
year of twelve 30-day months. In the event that any date on which
interest is payable on the Series A Senior Notes is not a Business
Day, then payment of the interest payable on such date will be made
on the next succeeding day that is a Business Day (and without any
interest or payment in respect of any such delay), in each case
with the same force and effect as if made on the date the payment
was originally payable.
Payment of the principal and
interest on the Series A Senior Notes shall be made at the office
of the Paying Agent in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of
public and private debts, with any such payment
5
that is due at the Stated Maturity of any Series
A Senior Notes, upon redemption or repurchase being made upon
surrender of such Series A Senior Notes to the Paying Agent.
Payments of interest (including interest on any Interest Payment
Date) will be made, subject to such surrender where applicable, at
the option of the Company, (i) by check mailed to the address
of the Person entitled thereto as such address shall appear in the
Security Register or (ii) by wire transfer at such place and
to such account at a banking institution in the United States as
may be designated in writing to the Series Trustee at least sixteen
(16) days prior to the date for payment by the Person entitled
thereto. In the event that any date on which principal and interest
is payable on the Series A Senior Notes is not a Business Day, then
payment of the principal and interest payable on such date will be
made on the next succeeding day that is a Business Day (and without
any interest or payment in respect of any such delay), in each case
with the same force and effect as if made on the date the payment
was originally payable.
SECTION 104. Denominations .
The Series A Senior Notes may be issued in denominations of $1,000,
or any greater integral multiple of $1,000.
SECTION 105. Global
Securities . The Series A Senior Notes will be issued initially
in the form of one or more Global Securities registered in the name
of the Depositary (which shall be The Depository Trust Company) or
its nominee. Except under the limited circumstances described
below, Series A Senior Notes represented by such Global Securities
will not be exchangeable for, and will not otherwise be issuable
as, Series A Senior Notes in definitive form. The Global Securities
described above may not be transferred except by the Depositary to
a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or to a
successor Depositary or its nominee.
Owners of beneficial interests in
such a Global Security will not be considered the Holders thereof
for any purpose under the Indenture, and no Global Security
representing a Series A Senior Note shall be exchangeable, except
for another Global Security of like denomination and tenor to be
registered in the name of the Depositary or its nominee or to a
successor Depositary or its nominee or except as described below.
The rights of Holders of such Global Security shall be exercised
only through the Depositary.
A Global Security shall be
exchangeable for Series A Senior Notes registered in the names of
persons other than the Depositary or its nominee only if
(i) the Depositary notifies the Company that it is unwilling
or unable to continue as a Depositary for such Global Security and
no successor Depositary shall have been appointed by the Company
within 90 days of receipt by the Company of such notification, or
if at any time the Depositary ceases to be a clearing agency
registered under the Exchange Act at a time when the Depositary is
required to be so registered to act as such Depositary and no
successor Depositary shall have been appointed by the Company
within 90 days after it becomes aware of such cessation, or
(ii) the Company in its sole discretion determines that such
Global Security shall be so exchangeable, in which case Series A
Senior Notes in definitive form will be printed and delivered to
the Depositary. Any Global Security that is exchangeable pursuant
to the preceding sentence shall be exchangeable for Series A Senior
Notes registered in such names as the Depositary shall
direct.
6
SECTION 106. Redemption . The
Series A Senior Notes are redeemable, in whole or in part, at any
time, and at the option of the Company, at a Redemption Price equal
to the greater of:
(i) 100% of the principal amount of
Series A Senior Notes then Outstanding to be so redeemed,
or
(ii) the sum of the present values
of the remaining scheduled payments of principal and interest
thereon (not including any portion of such payments of interest
accrued as of the Redemption Date) discounted to the Redemption
Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis
points, as calculated by an Independent Investment
Banker,
plus, in either of the above cases,
accrued and unpaid interest thereon to the Redemption
Date.
Unless the Company defaults in the
payment of the Redemption Price, on and after the Redemption Date,
interest will cease to accrue on the Series A Senior Notes or
portions thereof called for redemption.
The Adjusted Treasury Rate shall be
calculated on the third Business Day preceding the Redemption
Date.
In the event of the redemption of
the Series A Senior Notes in part only, a new Series A Senior Note
or Notes for the unredeemed portion will be issued in the name or
names of the Holders thereof upon surrender thereof.
The Company shall notify the Series
Trustee of the Redemption Price promptly after the calculation
thereof and the Series Trustee shall have no responsibility for
such calculation.
SECTION 107. Sinking Fund .
The Series A Senior Notes shall not have a sinking fund.
SECTION 108. Additional
Interest . Any principal of and installment of interest on the
Series A Senior Notes that is overdue shall bear interest at the
rate of 5.20%