Form of Reverse of Debenture. This Debenture is one of ----------------------------- a duly authorized issue of Debentures of the Company designated as its % Convertible Subordinated Debentures Due 2005 (herein called the "Debentures"), limited in aggregate principal amount to $25,000,000 (subject to increase as provided in the Indenture of up to $28,750,000 aggregate principal amount), issued and to be issued under an Indenture dated as of , 1995 (herein called the "Indenture"), between the Company and , as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness and the Holders of the Debentures and of the terms upon which the Debentures are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions of the Indenture, the Holder of this Debenture is entitled, at such Holder's option, at any time on or before the close of business on , 2005, or, in case this Debenture or a portion hereof is called for redemption, then in respect of this Debenture or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Business Day prior to the Redemption Date, to convert this Debenture (or any portion of the principal amount hereof which is $1,000 or any integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company at a conversion price equal to $ aggregate principal amount of Debentures for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Debenture, duly endorsed or assigned to the Company or in blank, at the office or agency of the Company maintained for that purpose in the City of New York or at any other office or agency maintained by the Company for such purpose, accompanied by written notice to the Company that the Holder hereof elects to convert this Debenture or, if less than the entire principal amount hereof is to be converted the portion hereof to be converted, and, in case such surrender shall be made during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (unless this Debenture or the portion hereof being converted has been called for redemption on a Redemption Date within such period), also accompanied by payment in New York Clearing House or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Debenture then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Debenture (or any Predecessor Debenture) of record at such Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Company shall pay a cash adjustment as provided in the indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that, in case of certain consolidations or mergers to which the Company is a party or the conveyance or transfer of the properties and assets of the Company substantially as an entirety, the Indenture shall be amended, without the consent of any Holders of Debentures, so that this Debenture, if then outstanding, will be convertible thereafter, during the period this Debenture shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, conveyance or transfer by a holder of the number of shares of Common Stock of the Company into which this Debenture might have been converted immediately prior to such consolidation, merger, conveyance or transfer, assuming such holder of Common Stock of the Company failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance or transfer (provided that, if the kind or amount of securities, cash and other property so receivable is not the same for each nonelecting share of Common Stock of the Company, then the kind and amount of securities, cash and other property so receivable by each nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares). The Debentures are subject to redemption upon not less than 30 nor more than 60 days' notice by mail at any time, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount) if redeemed during the 12-month period beginning of the years indicated:
Appears in 1 contract
Form of Reverse of Debenture. This Debenture is one of ----------------------------- a duly authorized issue of Debentures of the Company designated as its % Convertible Subordinated Debentures Due 2005 (herein called the "DebenturesDEBENTURES"), ) limited in to the aggregate principal amount to of $25,000,000 (subject to increase as provided in the Indenture of up to $28,750,000 aggregate principal amount)266,752,600, issued and to be issued under an Indenture a Junior Convertible Subordinated Indenture, dated as of June 9, 1995 1998 (herein called the "IndentureSUBORDINATED INDENTURE"), between the Company and The First National Bank of Chicago, as Trustee (herein called the "Trustee", TRUSTEE," which term includes any successor trustee under the Subordinated Indenture), to which the Subordinated Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Company and the Holders of the Debentures Debentures, and of the terms upon which the Debentures are, and are to be, authenticated and delivered. Subject All terms used in this Debenture that are defined in the Subordinated Indenture shall have the meanings assigned to and upon compliance with them in the provisions Subordinated Indenture. The amount of interest payable for any period will be computed on the Indenturebasis of a 360-day year of twelve 30-day months. For periods less than a full month, interest shall be computed on the Holder actual number of elapsed days over 360 days. In the event that any date on which interest is payable on this Debenture is entitled, at such Holder's option, at any time on or before the close of business on , 2005, or, in case this Debenture or not a portion hereof is called for redemptionBusiness Day, then payment of the interest on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that if such Business Day is in the next succeeding calendar year, then such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date the payment was originally payable. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Subordinated Indenture, be paid to the Person in whose name this Debenture (or such portion hereof until and includingone or more Predecessor Debentures, but (unless as defined in the Company defaults in making the payment due upon redemptionSubordinated Indenture) not after, is registered at the close of business on the Regular Record Date, for such interest installment which shall be the date which is the Business Day next preceding such Interest Payment Date. Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures not less than 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 on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Subordinated Indenture. The Company shall have the right at any time during the term of this Debenture, from time to time, to extend the interest payment period of such Debenture for up to 20 consecutive quarters with respect to each deferral period (each such deferral period, an "EXTENSION PERIOD"), during which periods the Company shall have the right not to make payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest, if any, thereon to the extent permitted by applicable law); PROVIDED that during any such Extension Period, the Company will not, and will not permit any Subsidiary to (a) (i) declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to any of its Capital Stock (except for (x) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of its Capital Stock and conversions or exchanges of Common Stock of one class for Common Stock of another class and (y) redemptions or purchases of any rights pursuant to rights agreement and the issuance of Capital Stock pursuant to such rights) or (ii) make any payments of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank PARI PASSU with or junior to the Debentures (other than (u) any redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including Capital Stock) that rank PARI PASSU with or junior to the securities on which such redemption, interest, principal or guarantee payment is being made, (v) payments under the Guarantee (as defined in the Declaration) or the Common Securities Guarantee (as defined in the Declaration), (w) purchases of Common Stock related to the issuance of Common Stock under any of the Company's benefit plans for its directors, officers or employees, (x) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one series or class of the Company's Capital Stock for another series or class of the Company's Capital Stock, (y) the purchase of fractional interests in shares of the Company's Capital Stock pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted or exchanged and (z) redemptions or purchases of any rights pursuant to a rights agreement and the issuance of Capital Stock pursuant to such rights). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period, PROVIDED that no Extension Period shall exceed 20 consecutive quarters or extend beyond the Stated Maturity of this Debenture. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period except at the end thereof. The Company shall give the Trustee, the Property Trustee and the Administrative Trustees notice of its selection of an Extension Period at least one Business Day prior to the Redemption Dateearlier of (i) the record date for the date the distributions on the Preferred Securities (or if no Preferred Securities are outstanding, for the date interest on the Debentures) would have been payable except for the election to begin such Extension Period or (ii) the date the Property Trustee of the Tower Automotive Capital Trust is (or if no Preferred Securities are outstanding, the Debenture Trustee is) required to give notice to NYSE or other applicable self-regulatory organizations or to holders of such Preferred Securities (or, if no Preferred Securities are outstanding, to convert this Debenture (or any portion the Holders of such Debentures) of the record date. Payment of the principal amount hereof which is $1,000 of (and premium, if any) and interest on this Debenture will be made to the Holders in such coin or any integral multiple thereof), currency of the United States of America as at the principal amount hereoftime of payment is legal tender for payment of public and private debts PROVIDED, or of such portionHOWEVER, into fully paid and nonassessable shares (calculated as to each conversion to that at the nearest 1/100 of a share) of Common Stock option of the Company payment of interest may be made (a) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register or (b) by wire transfer in immediately available funds at a conversion price equal such place and to $ aggregate principal amount of Debentures for each share of Common Stock (or at such account as may be designated by the current adjusted conversion price if an adjustment has been made Person entitled thereto as specified in the Securities Register. The indebtedness evidenced by this Debenture is, to the extent provided in the Subordinated Indenture) by surrender , subordinate and subject in right of payments to the prior payment in full of all Senior Debt (as defined in the Subordinated Indenture), and this Debenture is issued subject to the provisions of the Subordinated Indenture with respect thereto. Each Holder of this Debenture, duly endorsed by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or assigned appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Subordinated Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. At any time on or after June 30, 2001, the Company may, at its option, subject to the Company terms and conditions of Article 11 of the Subordinated Indenture, redeem this Debenture in whole at any time or in blankpart from time to time, at the office or agency Redemption Prices set forth in Section 11.8 of the Company maintained Subordinated Indenture. In the event of redemption of this Debenture in part only, a new Debenture or Debentures for that purpose the unredeemed portion hereof will be issued in the City name of New York or at any other office or agency maintained the Holder hereof upon the cancellation hereof. If a Special Event shall occur and be continuing, this Debenture shall be exchangeable for Preferred Securities in accordance with Section 11.9 of the Subordinated Indenture or, in certain circumstances, redeemable by the Company for such purpose, accompanied by written notice to in accordance with Section 11.8 of the Company that the Holder hereof elects to convert this Debenture or, if less than the entire principal amount hereof is to be converted the portion hereof to be converted, and, in case such surrender shall be made during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (unless this Debenture or the portion hereof being converted has been called for redemption on a Redemption Date within such period), also accompanied by payment in New York Clearing House or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Debenture then being convertedSubordinated Indenture. Subject to the aforesaid requirement for payment andterms and conditions set forth in Article 13 of the Subordinated Indenture, this Debenture is convertible, at the option of the Holder, hereof into shares of Common Stock. If a Debenture Event of Default shall occur and be continuing, the principal of the Debentures may be declared due and payable in the case manner, with the effect and subject to the conditions provided in the Subordinated Indenture. The Subordinated Indenture contains provisions for satisfaction, discharge and defeasance of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth in the Subordinated Indenture. The Subordinated Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debentures to be affected under the Subordinated Indenture at any time by the Company and the Trustee with the consent of the Holders of a conversion after majority in principal amount of the Regular Record Date next preceding any Interest Payment Date and Debentures. The Subordinated Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Debentures at the time Outstanding, on or before such Interest Payment Datebehalf of the Holders of all Debentures, to waive compliance by the right Company with certain provisions of the Subordinated Indenture and certain past defaults under the Subordinated Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Debenture (and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or any Predecessor in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture) of record at such Regular Record Date to receive an installment of interest (with certain exceptions . As provided in and subject to the provisions of the Subordinated Indenture, if a Debenture Event of Default shall occur and be continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures may declare the principal amount of all the Debentures to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Company shall pay a cash adjustment as provided in the indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that, in case of certain consolidations or mergers to which the Company is a party or the conveyance or transfer of the properties and assets of the Company substantially as an entirety, the Indenture shall be amended, without the consent of any Holders of Debentures, so that this Debenture, if then outstanding, will be convertible thereafter, during the period this Debenture shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, conveyance or transfer by a holder of the number of shares of Common Stock of the Company into which this Debenture might have been converted immediately prior to such consolidation, merger, conveyance or transfer, assuming such holder of Common Stock of the Company failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance or transfer (provided PROVIDED that, if a Debenture Event of Default shall occur and be continuing, the kind Trustee or the Holders of not less than 25% in principal amount of securitiesthe Outstanding Debentures fail to declare the principal of all the Debentures to be immediately due and payable, cash the holders of at least 25% in aggregate liquidation amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and other property so receivable is not the same for each nonelecting share Trustee; and upon any such declaration such principal amount (or specified amount) of and the accrued interest (including any Additional Interest) on all the Debentures shall become immediately due and payable, PROVIDED that the payment of principal and interest (including any Additional Interest) on such Debentures shall remain subordinated to the extent provided in Article 12 of the Subordinated Indenture. The holders of the Preferred Securities, the Debentures issuable in respect of the Preferred Securities, the shares of Company Common Stock issuable upon conversion of the CompanyPreferred Securities and the Debentures, then and the kind Guarantee (collectively, the "REGISTRABLE SECURITIES") are entitled to the benefits of a Registration Rights Agreement, dated as of June 9, 1998, among Tower Automotive Capital Trust, the Company and amount the Initial Purchasers (the "REGISTRATION RIGHTS AGREEMENT"). Pursuant to the Registration Rights Agreement, the Company has agreed for the benefit of securitiesthe holders of Registrable Securities that (i) it will, cash and other property so receivable by each nonelecting share shall be deemed at its cost, use its best efforts within 90 days after the date of original issuance of the Registrable Securities, to file a shelf registration statement (the "SHELF REGISTRATION STATEMENT") with the Commission with respect to the resales of the Registrable Securities, (ii) it will use its best efforts to cause such Shelf Registration Statement to be declared effective by the kind and amount so receivable per share by a plurality Commission within 150 days after the date of issuance of the nonelecting sharesRegistrable Securities and (iii) it will use its best efforts to maintain such Shelf Registration Statement continuously effective under the Securities Act until two years after the date of original issuance of the Preferred Securities (or such earlier date as the holders of Registrable Securities are able to sell all Registrable Securities immediately without restriction, whether pursuant to Rule 144(k) under the Securities Act or any successor rule thereto or otherwise) (the "EFFECTIVENESS PERIOD"). The Trust and the Company will be permitted to suspend the use of the prospectus (which is a part of the Shelf Registration Statement) in connection with sales of Registrable Securities by holders during certain periods of time under certain circumstances relating to pending corporate developments relating to the Company and public filings with the Commission and similar events. If (i) on or prior to 90 days following the date of original issuance of the Registrable Securities, a Shelf Registration Statement has not been filed with the Commission, or (ii) on or prior to the 150th day following the original issuance of the Registrable Securities, such Shelf Registration Statement has not been declared effective (each such event a "REGISTRATION DEFAULT"), additional interest ("LIQUIDATED DAMAGES") will accrue on the Debentures are and, accordingly, additional distributions will accrue on the Preferred Securities, from and including the day following such Registration Default until such time as such Shelf Registration Statement is filed or such Shelf Registration Statement is declared effective, as the case may be. Liquidated Damages will be paid quarterly in arrears (subject to redemption upon not less than 30 nor more than 60 days' notice by mail at any time, as a whole or in part, at the election of the Company's ability to defer payment of Liquidated Damages during any Extension Period), with the first quarterly payment due on the first Interest Payment Date following the date on which such Liquidated Damages begin to accrue, and will accrue at the following Redemption Prices (expressed as percentages a rate per annum equal to an additional 0.25% of the principal amount or liquidation amount) if redeemed , as applicable, to and including the 90th day following such Registration Default and 0.50% thereof from and after the 91st day following such Registration Default. In the event that during the Effectiveness Period the Shelf Registration Statement ceases to be effective for more than 90 days, whether or not consecutive, during any 12-month period beginning then the interest rate borne by the Debentures and the distribution rate borne by the Preferred Securities will each increase by an additional 0.50% per annum from the 91st day of the years indicated:applicable 12-month period such Shelf Registration Statement ceases to be effective until the earlier of such time as (i) the Shelf Registration Statement again becomes effective or (ii) the Effectiveness Period expires. No reference herein to the Subordinated Indenture and no prov
Appears in 1 contract
Sources: Junior Convertible Subordinated Indenture (Tower Automotive Inc)
Form of Reverse of Debenture. This Senior Debenture is one of ----------------------------- a duly authorized issue series of Debentures Securities of the Company designated as its % Convertible Subordinated Debentures Due 2005 (herein called sometimes referred to as the "Senior Debentures"), limited in aggregate principal amount to $25,000,000 (subject to increase as provided in the Indenture of up to $28,750,000 aggregate principal amount), issued and to be all issued under and pursuant to an Indenture dated as of November 1, 1995 1998, duly executed and delivered between the Company and The Chase Manhattan Bank, as Trustee (herein called the "IndentureTrustee"), as supplemented by the First Supplemental Indenture dated as of November 1, 1998, between the Company and the Trustee (such Indenture, as Trustee (herein called so supplemented, the "TrusteeIndenture", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Company and the Holders of the Debentures and of Senior Debentures. By the terms upon which the Debentures are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions of the Indenture, the Holder of this Debenture is entitled, at such Holder's option, at any time on or before the close of business on , 2005, or, Securities are issuable in case this Debenture or a portion hereof is called for redemption, then in respect of this Debenture or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Business Day prior to the Redemption Date, to convert this Debenture (or any portion of the principal amount hereof which is $1,000 or any integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and nonassessable shares (calculated series that may vary as to each conversion to the nearest 1/100 amount, date of a share) of Common Stock of the Company at a conversion price equal to $ aggregate principal amount of Debentures for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Debenturematurity, duly endorsed or assigned to the Company or in blank, at the office or agency of the Company maintained for that purpose in the City of New York or at any other office or agency maintained by the Company for such purpose, accompanied by written notice to the Company that the Holder hereof elects to convert this Debenture or, if less than the entire principal amount hereof is to be converted the portion hereof to be converted, and, in case such surrender shall be made during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (unless this Debenture or the portion hereof being converted has been called for redemption on a Redemption Date within such period), also accompanied by payment in New York Clearing House or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Debenture then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Debenture (or any Predecessor Debenture) of record at such Regular Record Date to receive an installment rate of interest (with certain exceptions provided and in the Indenture), no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Company shall pay a cash adjustment as provided in the indenture. The conversion price is subject to adjustment other respects as provided in the Indenture. In addition, the Indenture provides that, This series of Securities is limited in case of certain consolidations or mergers to which the Company is a party or the conveyance or transfer of the properties and assets of the Company substantially as an entirety, the Indenture shall be amended, without the consent of any Holders of Debentures, so that this Debenture, if then outstanding, will be convertible thereafter, during the period this Debenture shall be convertible aggregate principal amount as specified above, only into in said First Supplemental Indenture. The Company shall have the kind and amount of securities, cash and other property receivable upon right to redeem this Senior Debenture at the consolidation, merger, conveyance or transfer by a holder of the number of shares of Common Stock of the Company into which this Debenture might have been converted immediately prior to such consolidation, merger, conveyance or transfer, assuming such holder of Common Stock of the Company failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance or transfer (provided that, if the kind or amount of securities, cash and other property so receivable is not the same for each nonelecting share of Common Stock option of the Company, then in whole at any time or in part from time to time (an "Optional Redemption"), at a redemption price equal to the kind and amount greater of securities, cash and other property so receivable by each nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality (i) 100% of the nonelecting sharesprincipal amount and (ii) the sum of the present values of the remaining scheduled payments of principal and interest hereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Indenture) plus 20 basis points, plus, in either case, any accrued but unpaid interest hereon to the date of such redemption (the "Optional Redemption Price"). The Debentures are subject Any redemption pursuant to redemption this paragraph will be made upon not less than 30 nor more than 60 days' notice by mail at any time, as a whole or in partnotice, at the election Optional Redemption Price. If the Senior Debentures are only partially redeemed by the Company pursuant to an Optional Redemption, the particular Senior Debentures to be redeemed will be selected by such method as the Trustee shall deem fair and appropriate. In the event of redemption of this Senior Debenture in part only, a new Senior Debenture or Senior Debentures for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Senior Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Senior Debentures affected at the time Outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Senior Debentures; provided, however, that no such supplemental indenture shall (i) change the Stated Maturity of the principal of, or any installment of interest on, any Senior Debentures, or reduce the principal amount thereof, or reduce the rate of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the Holder of each Senior Debenture, or (ii) reduce the aforesaid percentage in principal amount of Senior Debentures, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of each Senior Debenture then outstanding. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Senior Debentures at the time outstanding affected thereby, on behalf of all of the Holders of the Senior Debentures, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to the Senior Debentures, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Senior Debentures or in respect of a covenant or provision that cannot be modified or amended without the consent of the Holders of each Senior Debenture then outstanding. Any such consent or waiver by the registered Holder of this Senior Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Senior Debenture and of any Senior Debenture issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Senior Debenture. No reference herein to the Indenture and no provision of this Senior Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Senior Debenture at the following Redemption Prices time and place and at the rate and in the money herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, this Senior Debenture is transferable by the registered Holder hereof on the Security Register of the Company, upon surrender of this Senior Debenture for registration of transfer at the office or agency of the Company in the City and State of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company or the Trustee duly executed by the registered Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Senior Debentures of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Senior Debenture, the Company, the Trustee, any paying agent and any Security Registrar may deem and treat the registered holder hereof as the absolute owner hereof (expressed as percentages whether or not this Senior Debenture shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal amount) hereof and premium, if redeemed during any, and interest due hereon and for all other purposes, and neither the 12-month period beginning Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the years indicated:principal of or the interest on this Senior Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. The Senior Debentures are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations herein and therein set forth, Senior Debentures so issued are exchangeable for a like aggregate principal amount of Senior Debentures of a different authorized denomination, as requested by the Holder surrendering the same. All terms used in this Senior Debenture that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Appears in 1 contract
Form of Reverse of Debenture. This Debenture is one of ----------------------------- a duly authorized issue of Debentures of the Company designated as its % Convertible Subordinated Debentures Due 2005 (herein called the "DebenturesDEBENTURES"), ) limited in to the aggregate principal amount to of $25,000,000 51,500,000 (subject to increase as provided $59,225,000 if the Underwriters' over-allotment option is exercised in the Indenture of up to $28,750,000 aggregate principal amountfull), issued and to be issued under an Indenture a Junior Convertible Subordinated Indenture, dated as of March __, 1995 1998 (herein called the "IndentureINDENTURE"), between the Company and The First National Bank of Chicago, as Trustee (herein called the "Trustee", TRUSTEE," which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Company and the Holders of the Debentures Debentures, and of the terms upon which the Debentures are, and are to be, authenticated and delivered. All terms used in this Debenture that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. For periods less than a full month, interest shall be computed on the actual number of elapsed days over 360 days. In the event that any date on which interest is payable on this Debenture is not a Business Day, then payment of the interest on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures, as defined in the Indenture) is registered at the close of business on the Regular Record Date, for such interest installment which shall be the date which is the Business Day next preceding such Interest Payment Date. Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures not less than 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 on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The Company shall have the right at any time during the term of this Debenture, from time to time, to extend the interest payment period of such Debenture for up to 20 consecutive quarters with respect to each deferral period (each such deferral period, an "EXTENSION PERIOD"), during which periods the Company shall have the right not to make payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest, if any, thereon to the extent permitted by applicable law); PROVIDED that during any such Extension Period, the Company will not, and will not permit any Subsidiary to (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock or (b) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank PARI PASSU with or junior to the Debentures (other than (i) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank PARI PASSU with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (ii) redemptions or purchases of any rights pursuant to a stockholder rights agreement and the declaration of a dividend of such rights or the issuance of preferred stock under such plan in the future, (iii) payments under the Guarantee, (iv) purchases of Common Stock related to the issuance of Common Stock under any of the Company's benefit plans for its directors, officers or employees, (v) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one series or class of the Company's capital stock for another series or class of the Company's capital stock and (vi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period, PROVIDED that no Extension Period shall exceed 20 consecutive quarters or extend beyond the Stated Maturity of this Debenture. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period except at the end thereof. The Company shall give the Trustee, the Property Trustee and the Administrative Trustees notice of its selection of an Extension Period at least one Business Day prior to the earlier of (i) the record date for the date the distributions on the Preferred Securities (or if no Preferred Securities are outstanding, for the date interest on the Debentures) would have been payable except for the election to begin such Extension Period or (ii) the date the Property Trustee of the Dura Automotive Systems Capital Trust is (or if no Preferred Securities are outstanding, the Debenture Trustee is) required to give notice to NYSE or other applicable self-regulatory organizations or to holders of such Preferred Securities (or, if no Preferred Securities are outstanding, to the Holders of such Debentures) of the record date. Payment of the principal of (and premium, if any) and interest on this Debenture will be made to the Depositary Trust Company or its nominee and 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 PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made (a) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register or (b) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register. The indebtedness evidenced by this Debenture is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Debt (as defined in the Indenture), and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Debenture, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. At any time on or after ___________ __, _____, the Company may, at its option, subject to the terms and conditions of Article 11 of the Indenture, redeem this Debenture in whole at any time or in part from time to time, at the Redemption Prices set forth in Section 11.8 of the Indenture. In the event of redemption of this Debenture in part only, a new Debenture or Debentures for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If a Special Event shall occur and be continuing, this Debenture shall be exchangeable for Preferred Securities in accordance with Section 11.9 of the Indenture or, in certain circumstances, redeemable by the Company in accordance with Section 11.8 of the Indenture. Subject to the terms and conditions set forth in Article 13 of the Indenture, this Debenture is convertible, at the option of the Holder, hereof into shares of Class A Common Stock. If a Debenture Event of Default shall occur and be continuing, the principal of the Debentures may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for satisfaction, discharge and defeasance of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debentures to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Debentures. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Debentures at the time Outstanding, on behalf of the Holders of all Debentures, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Debenture and upon compliance with all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture. As provided in and subject to the provisions of the Indenture, if a Debenture Event of Default shall occur and be continuing, then and in every such case the Holder Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures may declare the principal amount of all the Debentures to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), PROVIDED that, if a Debenture Event of Default shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures fail to declare the principal of all the Debentures to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified amount) of and the accrued interest (including any Additional Interest) on all the Debentures shall become immediately due and payable, PROVIDED that the payment of principal and interest (including any Additional Interest) on such Debentures shall remain subordinated to the extent provided in Article 12 of the Indenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Debenture at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debenture is entitledregistrable in the Securities Register, at such Holder's option, at any time on or before the close of business on , 2005, or, in case this Debenture or a portion hereof is called for redemption, then in respect upon surrender of this Debenture or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close for registration of business on the Business Day prior to the Redemption Date, to convert this Debenture (or any portion of the principal amount hereof which is $1,000 or any integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company at a conversion price equal to $ aggregate principal amount of Debentures for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Debenture, duly endorsed or assigned to the Company or in blank, transfer at the office or agency of the Company maintained for that purpose under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in the City of New York or at any other office or agency maintained by form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such purposeregistration of transfer or exchange, accompanied but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Debenture for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debenture is registered as the owner hereof for all purposes, whether or not this Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by written notice to the Company that the Holder hereof elects to convert this Debenture or, if less than the entire principal amount hereof is to be converted the portion hereof to be converted, and, in case such surrender shall be made during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (unless this Debenture or the portion hereof being converted has been called for redemption on a Redemption Date within such period), also accompanied by payment in New York Clearing House or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Debenture then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Debenture (or any Predecessor Debenture) of record at such Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Company shall pay a cash adjustment as provided in the indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that, in case of certain consolidations or mergers to which the Company is a party or the conveyance or transfer of the properties and assets of the Company substantially as an entirety, the Indenture shall be amended, without the consent of any Holders of Debentures, so that this Debenture, if then outstanding, will be convertible thereafter, during the period this Debenture shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, conveyance or transfer by a holder of the number of shares of Common Stock of the Company into which this Debenture might have been converted immediately prior to such consolidation, merger, conveyance or transfer, assuming such holder of Common Stock of the Company failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance or transfer (provided that, if the kind or amount of securities, cash and other property so receivable is not the same for each nonelecting share of Common Stock of the Company, then the kind and amount of securities, cash and other property so receivable by each nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares)contrary. The Debentures are issuable only in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to redemption upon not less than 30 nor more than 60 days' notice by mail at any timecertain limitations therein set forth, Debentures are exchangeable for a like aggregate principal amount of Debentures of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Debenture or a whole beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Debenture agree that for United States Federal, state and local tax purposes it is intended that this Debenture constitute indebtedness. THE INDENTURE AND THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. ASSIGNMENT FORM To assign this Debenture, fill in the form below:
(i) or in part(we) assign and transfer this Security to -------------------------------------------------------------------------------- (Insert assignee's social security or tax I.D. no.) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type assignee's name, at address and zip code) and irrevocably appoint -------------------------------------------------------- agent to transfer this Debenture on the election books of the Company, at the following Redemption Prices (expressed as percentages of the principal amount) if redeemed during the 12-month period beginning of the years indicated:. The agent may substitute another to act for him.
Appears in 1 contract
Sources: Junior Convertible Subordinated Indenture (Dura Automotive Systems Inc)
Form of Reverse of Debenture. This Debenture is one of ----------------------------- a duly authorized issue of Debentures of the Company designated as its 4 3/4% Convertible Subordinated Debentures Due 2005 2000 (herein hereinbefore and hereinafter called the "Debentures"), limited in aggregate principal amount to $25,000,000 (subject to increase as provided in the Indenture of up to $28,750,000 aggregate principal amount)86,250,000, issued and to be issued under an Indenture Indenture, dated as of October 8, 1995 1993 (herein hereinbefore and hereinafter called the "Indenture"), between the Company and First Trust National Association, as Trustee (herein hereinbefore and hereinafter called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness and the Holders of the Debentures and of the terms upon which the Debentures are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions of the Indenture, the Holder of this Debenture is entitled, at such Holder's optionoption beginning December 7, 1993, at any time on or before the close of business on October 1, 20052000, or, or in case this Debenture or a portion hereof is called for redemption, then in respect of this Debenture or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Business Day prior to date fixed for redemption or, if the Company so elects and states on the notice of redemption, the date (which shall be the date fixed for redemption or an earlier date not less than 15 days after the date of mailing of the notice of redemption) on which the Company irrevocably deposits with a designated bank or trust company (which may be the Trustee) as Paying Agent, the Redemption DatePrice, together with unpaid and accrued interest to such date, respectively, to convert this Debenture (or any portion of the principal amount hereof which is $1,000 1,000.00 or any an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and nonassessable non-assessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company at a conversion price Conversion Price equal to $ $30.31 aggregate principal amount of Debentures securities for each share of Common Stock (or at the current adjusted conversion price Conversion Price if an adjustment has been made as provided in the Indenture) by surrender of this Debenture, duly endorsed or assigned to the Company or in blank, to the Company at the its office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York or at any other office or agency maintained by the Company for such purposeYork, accompanied by written notice to the Company that the Holder hereof elects to convert this Debenture orDebenture, or if less than the entire principal amount hereof is to be converted converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the close of business on any Regular Record Date March 15 or September 15 next preceding any Interest Payment Date April 1 or October 1 to the opening of business on such Interest Payment Date April 1 or October 1 (unless this Debenture or the portion hereof thereof being converted has been called for redemption on a Redemption Date date fixed for redemption within such period), also accompanied by payment in New York Clearing House or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date April 1 or October 1 on the principal amount of this Debenture then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date March 15 or September 15 next preceding any Interest Payment Date April 1 or October 1 and on or before such Interest Payment DateApril 1 or October 1, to the right of the Holder of this Debenture (or any Predecessor Debenture) of record at such Regular Record Date March 15 or September 15 to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest interest, the Company shall pay a cash adjustment as provided in the indentureIndenture. The conversion price Conversion Price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that, that in case of certain consolidations or mergers to which the Company is a party or the conveyance or transfer of substantially all of the properties and assets of the Company substantially as an entiretyCompany, the Indenture shall be amended, without the consent of any Holders of Debentures, so that this Debenture, if then outstanding, will be convertible thereafter, during the period this Debenture shall may be convertible converted as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, conveyance merger or transfer by a holder of the number of shares of Common Stock of the Company into which this Debenture might have been converted immediately prior to such consolidation, merger, conveyance merger or transfer, assuming such holder of Common Stock of the Company failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance or transfer (provided that, if the kind or amount of securities, cash and other property so receivable is not the same for each nonelecting share of Common Stock of the Company, then the kind and amount of securities, cash and other property so receivable by each nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares). The Debentures are subject to redemption upon not less than 30 nor more than 60 days' notice by mail mail, at any timetime on or after October 1, 1995, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount) if redeemed during the 12-month period beginning October 1 of the years indicated:
Appears in 1 contract
Form of Reverse of Debenture. SUBORDINATED DEBENTURE (CONTINUED) This Debenture is one of ----------------------------- a duly authorized issue of Debentures the subordinated debentures of the Company designated as its % Convertible Subordinated Debentures Due 2005 (herein called sometimes referred to as the "Debentures"), limited in aggregate principal amount to $25,000,000 (subject to increase as provided specified in the Indenture of up to $28,750,000 aggregate principal amount)Indenture, all issued and or to be issued under and pursuant to an Indenture dated as of ________, 1995 2000 (herein called the "Indenture"), ) duly executed and delivered between the Company and First Union Trust Company, National Association, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Debentures. The Debentures are limited in aggregate principal amount as specified in the Indenture. Because of the occurrence and continuation of a Special Event, in certain circumstances, this Debenture may become due and payable at the principal amount together with any interest accrued thereon (the "Redemption Price"). The Redemption Price shall be paid prior to 12:00 noon, Eastern Standard Time, time, on the date of such redemption or at such earlier time as the Company determines. The Company shall have the right to redeem this Debenture at the option of the Company, without premium or penalty, in whole or in part at anytime on or after June 30, 2005 (an "Optional Redemption"), or at any time in certain circumstances upon the occurrence of a Special Event, at a Redemption Price equal to 100% of the principal amount plus any accrued but unpaid interest, to the date of such redemption. Any redemption pursuant to this paragraph shall be made upon not less than 30 days nor more than 60 days notice, at the Redemption Price. If the Debentures are only partially redeemed by the Company pursuant to an Optional Redemption, the Debentures shall be redeemed pro rata or by lot or by any other method utilized by the Trustee. In the event of redemption of this Debenture in part only, a new Debenture or Debentures for the unredeemed portion hereof shall be issued in the name of the holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of the Debentures except as provided in the Indenture, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Debenture so affected; or (ii) reduce the aforesaid percentage of Debentures, the holders of Senior Indebtedness and which are required to consent to any such supplemental indenture, without the Holders consent of the Debentures holders of each Debenture then outstanding and of affected thereby. The Indenture also contains provisions permitting the terms upon which the Debentures are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions of the Indenture, the Holder of this Debenture is entitled, at such Holder's option, at any time on or before the close of business on , 2005, or, in case this Debenture or a portion hereof is called for redemption, then in respect of this Debenture or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Business Day prior to the Redemption Date, to convert this Debenture (or any portion of the principal amount hereof which is $1,000 or any integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 holders of a share) of Common Stock of the Company at a conversion price equal to $ majority in aggregate principal amount of the Debentures for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made time outstanding, on behalf of all of the holders of the Debentures, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture, and its consequences, except a default in the payment of the principal of or interest on any of the Debentures. Any such consent or waiver by the registered holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debenture and of any Debenture issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal and interest on this Debenture at the time and place and at the rate and in the money herein prescribed. Provided certain conditions are met, the Company shall have the right at any time during the term of the Debentures and from time to time to extend the interest payment period of such Debentures for up to 20 consecutive quarters (each, an "Extended Interest Payment Period"), at the end of which period the Company shall pay all interest then accrued and unpaid (together with interest thereon at the rate specified for the Debentures to the extent that payment of such interest is enforceable under applicable law). Before the termination of any such Extended Interest Payment Period, so long as no Event of Default shall have occurred and be continuing, the Company may further extend such Extended Interest Payment Period, provided that such Extended Interest Payment Period together with all such further extensions thereof shall not exceed ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ beyond the Stated Maturity or end on a date other than an Interest Payment Date. At the termination of any such Extended Interest Payment Period and upon the payment of all accrued and unpaid interest and any additional amounts then due and subject to the foregoing conditions, the Company may commence a new Extended Interest Payment Period. As provided in the Indenture and subject to certain limitations therein set forth, this Debenture is transferable by the registered holder hereof on the Debenture Register of the Company, upon surrender of this Debenture, duly endorsed or assigned to the Company or in blank, Debenture for registration of transfer at the office or agency of the Company maintained for that purpose in the City of New York or at any other office or agency maintained by the Company for such purpose, Trustee accompanied by a written notice instrument or instruments of transfer in form satisfactory to the Company that or the Holder Trustee duly executed by the registered holder hereof elects to convert this Debenture oror his attorney duly authorized in writing, if less than and thereupon one or more new Debentures of authorized denominations and for the entire same aggregate principal amount hereof is shall be issued to be converted the portion hereof to be converted, and, in case such surrender designated transferee or transferees. No service charge shall be made during for any such transfer, but the period from the close Company may require payment of business on a sum sufficient to cover any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (unless this Debenture or the portion hereof being converted has been called for redemption on a Redemption Date within such period), also accompanied by payment in New York Clearing House tax or other funds acceptable governmental charge payable in relation thereto. Prior to the Company due presentment for registration of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Debenture then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Debenture (or any Predecessor Debenture) of record at such Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Company shall pay a cash adjustment as provided in the indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that, in case of certain consolidations or mergers to which the Company is a party or the conveyance or transfer of the properties and assets of the Company substantially as an entirety, the Indenture shall be amended, without the consent of any Holders of Debentures, so that this Debenture, if then outstandingthe Company, will be convertible thereafterthe Trustee, during any paying agent and the period Debenture Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debenture shall be convertible as specified above, only into overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the kind and amount Debenture Registrar) for the purpose of securities, cash and other property receivable upon the consolidation, merger, conveyance receiving payment of or transfer by a holder on account of the number principal hereof and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Debenture Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of shares the principal of Common Stock or the interest on this Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company into which this Debenture might have been converted immediately prior to or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such consolidationliability being, merger, conveyance or transfer, assuming such holder of Common Stock by the acceptance hereof and as part of the Company failed to exercise his rights of electionconsideration for the issuance hereof, if any, as to the kind or amount of securities, cash expressly waived and other property receivable upon such consolidation, merger, conveyance or transfer (provided that, if the kind or amount of securities, cash and other property so receivable is not the same for each nonelecting share of Common Stock of the Company, then the kind and amount of securities, cash and other property so receivable by each nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares)released. The Debentures are subject issuable only in registered form without coupons in denominations of $10 and any integral multiple thereof. All terms used in this Debenture that are defined in the Indenture shall have the meanings assigned to redemption upon not less than 30 nor more than 60 days' notice by mail at any time, as a whole or them in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount) if redeemed during the 12-month period beginning of the years indicated:Indenture.
Appears in 1 contract
Sources: Indenture (Colorado Business Bankshares Capital Trust I)
Form of Reverse of Debenture. This Debenture is one of ----------------------------- a duly authorized issue of Debentures of the Company designated as its % Convertible Subordinated Debentures Due 2005 (herein called the "DebenturesDEBENTURES"), ) limited in to the aggregate principal amount to of $25,000,000 __,000,000 (subject to increase as provided $__,000,000 if the Underwriters' over-allotment option is exercised in the Indenture of up to $28,750,000 aggregate principal amountfull), issued and to be issued under an Indenture a Junior Convertible Subordinated Indenture, dated as of ____________, 1995 1999 (herein called the "IndentureINDENTURE"), between the Company and Firstar Bank, N.A., as Trustee (herein called the "Trustee", TRUSTEE," which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Company and the Holders of the Debentures Debentures, and of the terms upon which the Debentures are, and are to be, authenticated and delivered. All terms used in this Debenture that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. For periods less than a full month, interest shall be computed on the actual number of elapsed days over 360 days. In the event that any date on which interest is payable on this Debenture is not a Business Day, then payment of the interest on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures, as defined in the Indenture) is registered at the close of business on the Regular Record Date, for such interest installment which shall be the date which is the Business Day next preceding such Interest Payment Date. Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures not less than 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 on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The Company shall have the right at any time during the term of this Debenture, from time to time, to extend the interest payment period of such Debenture for up to 20 consecutive quarters with respect to each deferral period (each such deferral period, an "EXTENSION PERIOD"), during which periods the Company shall have the right not to make payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest, if any, thereon to the extent permitted by applicable law); PROVIDED that during any such Extension Period, the Company will not, and will not permit any Subsidiary to (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock or (b) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank PARI PASSU with or junior to the Debentures (other than (i) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank PARI PASSU with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (ii) redemptions or purchases of any rights pursuant to a stockholder rights agreement and the declaration of a dividend of such rights or the issuance of preferred stock under such plan in the future, (iii) payments under the Guarantee, (iv) purchases of Common Stock related to the issuance of Common Stock under any of the Company's benefit plans for its directors, officers or employees, (v) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one series or class of the Company's capital stock for another series or class of the Company's capital stock and (vi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period, PROVIDED that no Extension Period shall exceed 20 consecutive quarters or extend beyond the Stated Maturity of this Debenture. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period except at the end thereof. The Company shall give the Trustee, the Property Trustee and the Administrative Trustees notice of its selection of an Extension Period at least one Business Day prior to the earlier of (i) the record date for the date the distributions on the Preferred Securities (or if no Preferred Securities are outstanding, for the date interest on the Debentures) would have been payable except for the election to begin such Extension Period or (ii) the date the Property Trustee of the Dayton Superior Capital Trust is (or if no Preferred Securities are outstanding, the Debenture Trustee is) required to give notice to NYSE or other applicable self-regulatory organizations or to holders of such Preferred Securities (or, if no Preferred Securities are outstanding, to the Holders of such Debentures) of the record date. Payment of the principal of (and premium, if any) and interest on this Debenture will be made to the Depositary Trust Company or its nominee and 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 PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made (a) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register or (b) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register. The indebtedness evidenced by this Debenture is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Debt (as defined in the Indenture), and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Debenture, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. At any time on or after ___________ __, 2002, the Company may, at its option, subject to the terms and conditions of Article 11 of the Indenture, redeem this Debenture in whole at any time or in part from time to time, at the Redemption Prices set forth in Section 11.8 of the Indenture. In the event of redemption of this Debenture in part only, a new Debenture or Debentures for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If a Special Event shall occur and be continuing, this Debenture shall be exchangeable for Preferred Securities in accordance with Section 11.9 of the Indenture or, in certain circumstances, redeemable by the Company in accordance with Section 11.8 of the Indenture. Subject to the terms and conditions set forth in Article 13 of the Indenture, this Debenture is convertible, at the option of the Holder, hereof into shares of Common Stock. If a Debenture Event of Default shall occur and be continuing, the principal of the Debentures may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for satisfaction, discharge and defeasance of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debentures to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Debentures. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Debentures at the time Outstanding, on behalf of the Holders of all Debentures, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Debenture and upon compliance with all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture. As provided in and subject to the provisions of the Indenture, if a Debenture Event of Default shall occur and be continuing, then and in every such case the Holder Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures may declare the principal amount of all the Debentures to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), PROVIDED that, if a Debenture Event of Default shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures fail to declare the principal of all the Debentures to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified amount) of and the accrued interest (including any Additional Interest) on all the Debentures shall become immediately due and payable, PROVIDED that the payment of principal and interest (including any Additional Interest) on such Debentures shall remain subordinated to the extent provided in Article 12 of the Indenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Debenture at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debenture is entitledregistrable in the Securities Register, at such Holder's option, at any time on or before the close of business on , 2005, or, in case this Debenture or a portion hereof is called for redemption, then in respect upon surrender of this Debenture or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close for registration of business on the Business Day prior to the Redemption Date, to convert this Debenture (or any portion of the principal amount hereof which is $1,000 or any integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company at a conversion price equal to $ aggregate principal amount of Debentures for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Debenture, duly endorsed or assigned to the Company or in blank, transfer at the office or agency of the Company maintained for that purpose under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in the City of New York or at any other office or agency maintained by form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such purposeregistration of transfer or exchange, accompanied but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Debenture for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debenture is registered as the owner hereof for all purposes, whether or not this Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by written notice to the Company that the Holder hereof elects to convert this Debenture or, if less than the entire principal amount hereof is to be converted the portion hereof to be converted, and, in case such surrender shall be made during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (unless this Debenture or the portion hereof being converted has been called for redemption on a Redemption Date within such period), also accompanied by payment in New York Clearing House or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Debenture then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Debenture (or any Predecessor Debenture) of record at such Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Company shall pay a cash adjustment as provided in the indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that, in case of certain consolidations or mergers to which the Company is a party or the conveyance or transfer of the properties and assets of the Company substantially as an entirety, the Indenture shall be amended, without the consent of any Holders of Debentures, so that this Debenture, if then outstanding, will be convertible thereafter, during the period this Debenture shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, conveyance or transfer by a holder of the number of shares of Common Stock of the Company into which this Debenture might have been converted immediately prior to such consolidation, merger, conveyance or transfer, assuming such holder of Common Stock of the Company failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance or transfer (provided that, if the kind or amount of securities, cash and other property so receivable is not the same for each nonelecting share of Common Stock of the Company, then the kind and amount of securities, cash and other property so receivable by each nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares)contrary. The Debentures are issuable only in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to redemption upon not less than 30 nor more than 60 days' notice by mail at any timecertain limitations therein set forth, Debentures are exchangeable for a like aggregate principal amount of Debentures of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Debenture or a whole beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Debenture agree that for United States Federal, state and local tax purposes it is intended that this Debenture constitute indebtedness. THE INDENTURE AND THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. ASSIGNMENT FORM To assign this Debenture, fill in the form below:
(I) or in part(we) assign and transfer this Security to ------------------------------------------------------------------------------ (Insert assignee's social security or tax I.D. no.) ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (Print or type assignee's name, at address and zip code) and irrevocably appoint _____________________________________________ agent to transfer this Debenture on the election books of the Company, at the following Redemption Prices (expressed as percentages of the principal amount) if redeemed during the 12-month period beginning of the years indicated:. The agent may substitute another to act for him.
Appears in 1 contract
Sources: Junior Convertible Subordinated Indenture (Dayton Superior Capital Trust)
Form of Reverse of Debenture. This Debenture is one of ----------------------------- a duly authorized issue series of Debentures Securities of the Company designated as its % Convertible Subordinated Debentures Due 2005 (herein called sometimes referred to as the "DebenturesSecurities"), limited in aggregate principal amount to $25,000,000 (subject to increase as provided specified in the Indenture of up to $28,750,000 aggregate principal amount)Indenture, all issued and or to be issued in one or more series under and pursuant to an Indenture dated as of ______________ __, 1995 19__, duly executed and delivered between the Company and Norwest Bank Minnesota, National Association as Trustee (herein called the "IndentureTrustee"), as supplemented by the First Supplemented Indenture dated as of _______ __, 199_, between the Company and , as the Trustee (herein called the Indenture as so supplemented, the "TrusteeIndenture", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness Company and the Holders of the Debentures and of Securities. By the terms upon which the Debentures are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions of the Indenture, the Holder of this Debenture is entitled, at such Holder's option, at any time on or before the close of business on , 2005, or, Securities are issuable in case this Debenture or a portion hereof is called for redemption, then in respect of this Debenture or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Business Day prior to the Redemption Date, to convert this Debenture (or any portion of the principal amount hereof which is $1,000 or any integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and nonassessable shares (calculated series that may vary as to each conversion to the nearest 1/100 amount, date of a share) of Common Stock of the Company at a conversion price equal to $ aggregate principal amount of Debentures for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Debenturematurity, duly endorsed or assigned to the Company or in blank, at the office or agency of the Company maintained for that purpose in the City of New York or at any other office or agency maintained by the Company for such purpose, accompanied by written notice to the Company that the Holder hereof elects to convert this Debenture or, if less than the entire principal amount hereof is to be converted the portion hereof to be converted, and, in case such surrender shall be made during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (unless this Debenture or the portion hereof being converted has been called for redemption on a Redemption Date within such period), also accompanied by payment in New York Clearing House or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Debenture then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Debenture (or any Predecessor Debenture) of record at such Regular Record Date to receive an installment rate of interest (with certain exceptions provided and in the Indenture), no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Company shall pay a cash adjustment as provided in the indenture. The conversion price is subject to adjustment other respects as provided in the Indenture. In additionThis series of Securities is limited in aggregate principal amount as specified in said First Supplemental Indenture. Except as provided in the next paragraph, the Indenture provides thatDebentures may not be redeemed by the Company prior to ____________, ________. The Company shall have the right to redeem this Debenture at the option of the Company, without premium or penalty, in case of certain consolidations whole or mergers in part at any time and from time to which the Company is time on or after ____________, ________ (an "Optional Redemption"), at a party or the conveyance or transfer redemption price equal to 100% of the properties and assets of the Company substantially as an entiretyprincipal amount plus any accrued but unpaid interest, the Indenture shall be amended, without the consent of including any Holders of Debentures, so that this Debenture, if then outstanding, will be convertible thereafter, during the period this Debenture shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, conveyance or transfer by a holder of the number of shares of Common Stock of the Company into which this Debenture might have been converted immediately prior to such consolidation, merger, conveyance or transfer, assuming such holder of Common Stock of the Company failed to exercise his rights of electionCompounded Interest, if any, as to the kind or amount date of securities, cash and other property receivable upon such consolidation, merger, conveyance or transfer redemption (provided that, if the kind or amount of securities, cash and other property so receivable is not the same for each nonelecting share of Common Stock of the Company, then the kind and amount of securities, cash and other property so receivable by each nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares"Optional Redemption Price"). The Debentures are subject Any redemption pursuant to redemption this paragraph will be made upon not less than 30 nor more than 60 days' notice by mail notice, at the Optional Redemption Price. If, at any time, a Special Event (as defined below) shall occur or be continuing after receipt of a Dissolution Tax Opinion (as defined below) and either (a) (i) the Regular Trustees and the Company shall have received an opinion (a "Redemption Tax Opinion") of a nationally recognized independent tax counsel experienced in such matters that, as a result of a Tax Event (as defined herein), there is more than an insubstantial risk that the Company would be precluded from deducting the interest on the Debentures for United States federal income tax purposes even after the Debentures were distributed to the Holders of Preferred Securities and Common Securities in liquidation of such holder's interest in the Trust as set forth in the Declaration of Trust or (ii) the Regular Trustees shall have been informed by such tax counsel that a No Recognition Opinion (as defined below) cannot be delivered or (b) the Regular Trustee and the Company shall have received an opinion of an independent counsel experienced in such matters that, as a result of an Investment Company Event (as defined below), there is more than an insubstantial risk that NSP Financing I would be considered an "investment company" and would be required to be registered under the Investment Company Act of 1940, as amended (the "1940 Act"), the Company shall have the right at any time, upon not less than 30 nor more than 60 days' notice, to redeem the Debentures in whole or in part, part for cash at the election Optional Redemption Price within 90 days following the occurrence of such Special Event; provided, however, that, if at that time there is available to the Company or the Trust the opportunity to eliminate, within such 90 day period, the Special Event by taking some ministerial action ("Ministerial Action"), such as filing a form or making an election, or pursuing some other similar reasonable measure, which has no adverse effect on the Trust, the Company or the Holders of the CompanyPreferred Securities, at the following Redemption Prices (expressed as percentages Company or the Trust will pursue such measure in lieu of redemption and provided further that the principal amount) if redeemed during Company shall have no right to redeem the 12-month period beginning of Debentures while the years indicated:Trust is pursuing any such Ministerial Action.
Appears in 1 contract
Form of Reverse of Debenture. This Debenture is one of ----------------------------- a duly authorized issue of Debentures of the Company designated as its [ ]% Convertible Subordinated Debentures Due 2005 2004 (herein called the "Debentures"), limited in aggregate principal amount to $25,000,000 60,000,000 (subject to increase as provided in the Indenture of up to $28,750,000 69,000,000 aggregate principal amount), issued and to be issued under an Indenture dated as of October 15, 1995 1997 (herein called the "Indenture"), between the Company and First Union National Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness and the Holders of the Debentures and of the terms upon which the Debentures are, and are to be, authenticated and delivered. Subject to and upon compliance with the provisions of the Indenture, the Holder of this Debenture is entitled, at such Holder's his option, at any time on or before the close of business on October 15, 20052004, or, in case this Debenture or a portion hereof is called for redemption, then in respect of this Debenture or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Business Day prior to the Redemption Date, to convert this Debenture (or any portion of the principal amount hereof which is $1,000 or any integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company at a conversion price equal to $ $[ ] aggregate principal amount of Debentures for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Debenture, duly endorsed or assigned to the Company or in blank, at the office or agency of the Company maintained for that purpose in the City of Philadelphia or the City of New York or and at any other office or agency maintained by the Company for such purpose, accompanied by written notice to the Company that the Holder hereof elects to convert this Debenture or, if less than the entire principal amount hereof is to be converted the portion hereof to be converted, and, in case such surrender shall be made during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (unless this Debenture or the portion hereof being converted has been called for redemption on a Redemption Date within such period), also accompanied by payment in New York Clearing House or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Debenture then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Debenture (or any Predecessor Debenture) of record at such Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Company shall pay a cash adjustment as provided in the indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that, in case of certain consolidations or mergers to which the Company is a party or the conveyance or transfer of the properties and assets of the Company substantially as an entirety, the Indenture shall be amended, without the consent of any Holders of Debentures, so that this Debenture, if then outstanding, will be convertible thereafter, during the period this Debenture shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, conveyance or transfer by a holder of the number of shares of Common Stock of the Company into which this Debenture might have been converted immediately prior to such consolidation, merger, conveyance or transfer, assuming such holder of Common Stock of the Company failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance or transfer (provided that, if the kind or amount of securities, cash and other property so receivable is not the same for each nonelecting share of Common Stock of the Company, then the kind and amount of securities, cash and other property so receivable by each nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares). The Debentures are subject to redemption upon not less than 30 nor more than 60 days' notice by mail at any time, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount) if redeemed during the 12-month period beginning October 15 of the years indicated:
Appears in 1 contract