|
|
|
|
Document Preview First Supplemental Indenture |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
First Supplemental Indenture |
|||
|
Entities: |
||||
|
Date: |
2004 |
|||
|
Size: |
Preview shows 25KB of 146KB total |
|||
|
Price: |
$53 |
|||
|
ID: |
#1623827 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
CE ELECTRIC UK FUNDING COMPANY
and
THE BANK OF NEW YORK,
as Trustee, Principal Paying Agent,
Security Exchange Agent/Registrar and Transfer Agent
and
BANQUE INTERNATIONALE A LUXEMBOURG S.A.,
as Paying Agent and Transfer Agent
6.853%Senior Notes Due 2004
6.995%Senior Notes Due 2007
First Supplemental Indenture
Dated as of December 15, 1997
<PAGE>
FIRST SUPPLEMENTAL INDENTURE, dated as of December 15, 1997
(herein called the "First Supplemental Indenture"), among CE ELECTRIC UK FUNDING
COMPANY, an unlimited company incorporated under the laws of England and
Wales (hereinafter called the "Company"), and THE BANK OF NEW YORK, as Trustee
(hereinafter called the "Trustee"), Principal Paying Agent, Securities Exchange
Agent/Registrar and Transfer Agent under the Original Indenture referred to
below, and BANQUE INTERNATIONALE A LUXEMBOURG S.A., a societe anonyme organized
and existing under the laws of the Grand Duchy of Luxembourg, as Paying Agent
and Transfer Agent under the Original Indenture.
WITNESSETH:
WHEREAS, the Company has heretofore executed and delivered to
the Trustee an indenture dated as of December 15, 1997 (hereinafter called the
"Original Indenture"), to provide for the issuance from time to time of its
unsecured debentures, notes or other evidences of indebtedness (herein called
the "Securities"), the form and terms of which are to be established as set
forth in Sections 201 and 301 of the Original Indenture.
WHEREAS, Section 901 of the Original Indenture provides, among
other things, that the Company and the Trustee may enter into indentures
supplemental to the Original Indenture for, among other things, the purpose of
establishing the form and terms of the Securities of any series as permitted in
Sections 201 and 301 of the Original Indenture and of appointing an
Authenticating Agent with respect to the Securities of any series;
WHEREAS, the Company desires to create two series of the
Securities, one series of Securities in an aggregate principal amount of
one-hundred and twenty-five million dollars ($125,000,000) to be designated the
"6.853% Senior Notes Due 2004" and one series of the Securities in an aggregate
principal amount of two-hundred and thirty-seven million dollars ($237,000,000)
to be designated the "6.995% Senior Notes Due 2007" (collectively the "Senior
Notes"), and all action on the part of the Company necessary to authorize the
issuance of the Senior Notes under the Original Indenture and this First
Supplemental Indenture has been duly taken; and
WHEREAS, all acts and things necessary to make the Senior
Notes, when executed by the Company and authenticated and delivered by the
Trustee as provided in the Original Indenture, the valid and binding obligations
of the Company and to constitute these presents a valid and binding supplemental
indenture and agreement according to its terms, have been done and performed;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
1
<PAGE>
That in consideration of the premises and of the acceptance
and purchase of the Senior Notes by the holders thereof and of the acceptance of
this trust by the Trustee, the Company covenants and agrees with the Trustee,
for the equal benefit of holders of the Senior Notes, as follows:
ARTICLE I.
Definitions
The use of the terms and expressions herein is in accordance
with the definitions, uses and constructions contained in the Original Indenture
and the forms of Senior Notes attached hereto as Exhibits A and B, respectively.
In addition, for all purposes of this First Supplemental Indenture, except as
otherwise expressly provided or unless the context otherwise expressly requires,
the following terms shall have the respective meanings assigned to them as
follows and shall be construed as if defined in Article I of the Original
Indenture:
"Book-Entry Depositary" means the person designated by the
Company (i) initially, as set forth in Section 301 of this First Supplemental
Indenture, or (ii) as specified in the Deposit Agreement as Book-Entry
Depositary, or its nominee or the custodian of either, until a successor
Book-Entry Depositary shall have become such pursuant to the applicable
provisions of the Deposit Agreement, and thereafter "Book-Entry Depositary"
shall mean such successor Book-Entry Depositary or its nominee or the custodian
of either.
"Definitive Registered Senior Notes" means a Senior Note of
either series modified from the applicable forms set forth in Exhibits A and B
to this First Supplemental Indenture by means of such insertions, deletions,
substitutions and other variations in accordance with Article II of the Original
Indenture as would be appropriate for Senior Notes of such series in definitive
registered form.
"Deposit Agreement" means the Deposit Agreement, dated as of
the date of this First Supplemental Indenture, between the Company and The Bank
of New York, as Book-Entry Depositary.
"DTC" means the Depositary Trust Company or its successors.
"Global Senior Note" means a Rule 144A Global Security or a
Regulations S Global Security, in global bearer form substantially in the form
set forth in Exhibit A, with respect to the 6.853% Senior Notes Due 2004, or
Exhibit B, with respect to the 6.995% Senior Notes Due 2007, to this First
Supplemental Indenture.
2
<PAGE>
ARTICLE II.
Terms and Issuance of the Senior Notes
Section 201. Issue of Senior Notes. Two series of Securities,
which shall be designated the "6.853% Senior Notes Due 2004" and the "6.995%
Senior Notes Due 2007," respectively (collectively, the "Senior Notes"), shall
be executed, authenticated and delivered in accordance with the provisions of,
and shall in all respects be subject to, the terms, conditions and covenants of
the Original Indenture and this First Supplemental Indenture (including the
forms of Senior Notes set forth in Exhibits A and B, as applicable). The
aggregate principal amount of the 6.853% Senior Notes Due 2004 and the aggregate
principal amount of 6.995% Senior Notes Due 2007 which may be authenticated and
delivered under the First Supplemental Indenture shall not exceed $125,000,000
and $237,000,000, respectively.
Section 202. Form of Senior Notes; Incorporation of Terms. The
form of the Senior Notes shall be substantially in the forms of Exhibits A and B
attached hereto, as applicable, the respective terms of which are herein
incorporated by reference and which are part of this First Supplemental
Indenture.
Section 203. Limitation on Liens. The covenant provided by
Section 1004 of the Original Indenture shall be applicable to the Senior Notes.
Section 204. Limitation on Distributions. The covenant
provided by Section 1005 of the Original indenture shall be applicable to the
Senior Notes.
Section 205. Additional Amounts. The terms provided by Section
1009 of the Original Indenture shall be applicable to the Senior Notes.
Section 206. Place of Payment. The Place of Payment in respect
of the Senior Notes will be (i) in The City of New York, initially at the
Corporate Trust Office of The Bank of New York (which as of the date hereof is
located at 101 Barclay Street, Floor 21 West, New York, NY 10286, Attention:
Corporate Trust Administration and (ii) for so long as the Senior Notes are
listed on the Luxembourg Stock Exchange, in Luxembourg, initially at the
corporate trust office of Banque Internationale a Luxembourg S.A. (which as of
the date hereof is located at 69 route d'Esch, L-1470 Luxembourg).
Section 207. Issuance of Global Senior Notes. The 6.853%
Senior Notes Due 2004 shall be issued as one or more Global Senior Notes in
bearer form and the 6.995% Senior Notes Due 2007 shall be issued as one or more
Global Senior Notes in bearer form (each a "Global Senior Note" and collectively
the "Global Senior Notes") and delivered by the Trustee to the Book-Entry
3
<PAGE>
Depositary, as the Holder thereof, or a nominee or custodian therefor, to be
held by the Book-Entry Depositary pursuant to the Deposit Agreement.
Section 208. Exchange of the Global Senior Notes. Each of the
Global Senior Notes shall be exchangeable for Definitive Registered Senior Notes
only as provided in Section 309(b)(ii) of the Original Indenture.
Section 209. Regular Record Date for the Senior Notes. The
Regular Record Date for the Senior Notes shall be 15 calendar days immediately
prior to each Interest Payment Date.
Section 210. Authorized Denominations. Beneficial interests in
Book-Entry Interests in Global Senior Notes, as well as Definitive Registered
Senior Notes, may be held only in denominations of $10,000 and integral
multiples of $1,000 in excess thereof.
ARTICLE III.
Book-Entry Depositary
Section 301. Book-Entry Depositary. The Bank of New York, a
New York banking corporation, and its successors are hereby appointed Book-Entry
Depositary with respect to the Senior Notes.
ARTICLE IV.
Section 401. Execution as Supplemental Indenture. This First
Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Original Indenture and, as provided in the Original
Indenture, this First Supplemental Indenture forms a part thereof.
Section 402. Effect of Headings. The Article and Section
headings herein are for convenience only and shall not affect the construction
hereof.
Section 403. Successors and Assigns. All covenants and
agreements in this First Supplemental Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.
Section 404. Separability Clause. In case any provision in
this First Supplemental Indenture or in the Senior Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
4
<PAGE>
Section 405. Benefits of First Supplemental Indenture. Noting
in this First Supplemental Indenture or in the Senior Notes, express or implied,
shall give to any person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this First Supplemental Indenture.
Section 406. Execution and Counterparts. This First
Supplemental Indenture may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
5
<PAGE>
IN WITNESS WHEREOF, the parties hereof have caused this First
Supplemental Indenture to be duly executed by their respective officers or
directors duly authorized thereto, all as of the day and year first above
written.
CE ELECTRIC UK FUNDING COMPANY
By: /s/Steven A. McArthur
---------------------
Name: Steven A. McArthur
Title: Director
THE BANK OF NEW YORK,
as Trustee, Principal Paying Agent, Security
Exchange Agent/Registrar and Transfer Agent
By: /s/ Thomas E. Tabor
---------------------
Name: Thomas E. Tabor
Title: Assistant Treasurer
BANQUE INTERNATIONALE A LUXEMBOURG S.A.,
as Paying Agent and Transfer Agent
By: /s/ Thomas E. Tabor
---------------------
Name: Thomas E. Tabor
Title: Assistant Treasurer
6
<PAGE>
STATE OF NEW YORK )
) :SS
COUNTY OF NEW YORK )
On this 12th day of December, 1997, before me personally came
Steven A. McArthur to me known, who, being by me duly sworn, did depose and say
that he is a Director and an authorized agent of CE Electric UK Funding Company,
one of the companies described in and which executed the foregoing instrument;
and that he signed his name thereto by authority of the Board of Directors of CE
Electric UK Funding Company.
/s/ Ronnell Wilson
-------------------------
7
<PAGE>
STATE OF NEW YORK )
) :SS
COUNTY OF NEW YORK )
On this ___ day of December, 1997, before me personally came
Thomas E. Tabor to me known, who, being by me duly sworn, did depose and say
that he is an authorized agent of The Bank of New York, one of the companies
described in and which executed the foregoing instrument; and that he signed his
name thereto by authority of the Board of Directors of said corporation.
----------------------------------
8
<PAGE>
Exhibit A.1
[FORM OF FACE OF RULE 144A GLOBAL SENIOR NOTE DUE 2004]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS HELD BY A BOOK-ENTRY DEPOSITARY OR A
NOMINEE OF A BOOK-ENTRY DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
HELD BY A PERSON OTHER THAN THE BOOK-ENTRY DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE BOOK-ENTRY
DEPOSITARY TO A NOMINEE OF THE BOOK-ENTRY DEPOSITARY OR BY A NOMINEE OF THE
BOOK-ENTRY DEPOSITARY TO THE BOOK-ENTRY DEPOSITARY OR ANOTHER NOMINEE OF THE
BOOK-ENTRY DEPOSITARY OR BY THE BOOK-ENTRY DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR BOOK-ENTRY DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR BOOK-ENTRY
DEPOSITARY) MAY BE MADE EXCEPT IN LIMITED CIRCUMSTANCES.
UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE BOOK-ENTRY DEPOSITARY TO THE ISSUER OR ITS AGENT FOR
EXCHANGE OR PAYMENT, AND ANY DEFINITIVE SECURITY IS ISSUED IN THE NAME OR NAMES
AS DIRECTED IN WRITING BY THE BOOK-ENTRY DEPOSITARY, ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS
MUCH AS THE BEARER HEREOF, THE BOOK-ENTRY DEPOSITARY, HAS AN INTEREST HEREIN.
THIS SECURITY HAS BEEN INITIALLY RESOLD IN RELIANCE ON RULE
144A UNDER THE SECURITIES ACT AND SHALL BEAR THE FOLLOWING LEGEND UNTIL
REMOVABLE IN ACCORDANCE WITH ITS TERMS AND THE TERMS OF THE INDENTURE.
THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR
FOR THE ACCOUNT OR BENEFIT OF, US PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF, EACH OF THE HOLDER OF THIS SECURITY AND ANY
OWNERS OF INTERESTS HEREIN (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B)
IT IS NOT A US PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION,
(2) AGREES THAT BEGINNING FROM THE LATER OF (X) THE ORIGINAL ISSUE DATE OF THIS
SECURITY OR (Y) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE THEREOF WAS
A-1
<PAGE>
THE BENEFICIAL OWNER OF THIS SECURITY (OR ANY PREDECESSOR HEREOF) THROUGH THE
TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT, IT WILL NOT
RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY
AFFILIATE THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN COMPLIANCE
WITH RULE 904 UNDER THE SECURITIES ACT OR (D) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) AND
(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. UNLESS THE
COMPANY DETERMINES OTHERWISE IN ACCORDANCE WITH APPLICABLE LAW, THIS LEGEND WILL
BE REMOVED BY THE COMPANY (1) UPON REQUEST OF THE HOLDER, AFTER THE EXPIRATION
OF THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT BEGINNING
FROM THE LATER OF (A) THE ORIGINAL ISSUE DATE OF THIS SECURITY AND (B) THE LAST
DATE ON WHICH THE COMPANY OR ANY AFFILIATE THEREOF WAS THE BENEFICIAL OWNER OF
THIS SECURITY (OR ANY PREDECESSOR HEREOF) OR (2) WITH RESPECT TO SECURITIES SOLD
IN RELIANCE ON REGULATION S, FOLLOWING THE EXPIRATION OF 40 CONSECUTIVE DAYS
BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH INTERESTS IN THIS
SECURITY ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN
REGULATIONS) AND (B) THE ORIGINAL ISSUE DATE OF THIS SECURITY. AS USED HEREIN,
THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "US PERSON" HAVE THE
MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.
A-2
<PAGE>
CE ELECTRIC UK FUNDING COMPANY
6.853% Senior Notes Due 2004
No. 1 $____________ CUSIP No. 125148 AA 4
ISIN No. US125148 AA 48
Common Code: 8289018
CE ELECTRIC UK FUNDING COMPANY, an unlimited company
incorporated under the laws of England and Wales (herein called the "Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to the bearer upon
surrender hereof the Initial Principal Amount specified on Schedule A hereto
(such Initial Principal Amount, as it may from time to time be adjusted by
endorsement on Schedule A hereto, is hereinafter referred to as the "Principal
Amount") on December 30, 2004, and to pay interest thereon from December 15,
1997, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on June 30 and December 30 in each
year, commencing June 30, 1998 at the rate of 6.853% per annum, until the
Principal Amount hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the bearer on such Interest
Payment Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the bearer on such Interest Payment Date and
may be paid to the bearer at the time of payment of such Defaulted Interest, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and interest
on this Security shall be payable only through a Paying Agent located outside
the United States and the United Kingdom in such coin or currency of the United
States of America as at the time of payment is legal tender for the payment of
public and private debts; provided, that such Paying Agent shall be permitted to
make use of a US-based bank account for such purpose. Such payment shall be made
by wire transfer of immediately available funds to a US Dollar account
maintained by the bearer with a bank in the United States.
All payments of principal and interest (including payments of
discount and premium, if any) in respect of this Security shall be made free and
clear of, and without withholding or deduction for or on account of, any present
or future taxes, duties, assessments or governmental charges of whatever nature
imposed, levied, collected, withheld or assessed by or within the United Kingdom
or by or within any political subdivision thereof or any authority therein or
thereof having power to tax ("United Kingdom Taxes"), unless such withholding or
A-3
<PAGE>
deduction is required by law. In the event of any such withholding or deduction
the Company shall pay to the relevant Holders such additional amounts
("Additional Amounts") as will result in the payment to such Holders of the
amount that would otherwise have been receivable by such Holders in the absence
of such withholding or deduction, except that no such Additional Amounts shall
be payable:
(a) to, or to a Person on behalf of, a Holder who is liable
for such United Kingdom Taxes in respect of this Security by reason of
such Holder (or a fiduciary, settlor, beneficiary, member or
|
End of Preview |
Home Intelligence Services Subscriptions News About Us