Form of Reverse of Security Sample Clauses: 1k Samples

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009 (the "Securities"), which may be issued under an indenture (the "Indenture") dated as of October 6, 2004, among the Company, as issuer, JPMorgan Chase Bank, as U.S. trustee (the "U.S. Trustee", which term includes any successor under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustees and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. Except as otherwise provided in Section 314 of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 under the Indenture at any time by the Company and the Trustees with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES

Appears in 1 contract

Sources: Indenture (Intrawest Corp)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the Company designated as its ~~6.875~~[6.90% Senior [Exchange]* Notes due ~~October 15~~2004, ~~2009~~ limited in aggregate principal amount to $200 million][7.15% Notes due 2009, limited in aggregate principal amount to $300 million] (herein called the "Securities"), ~~which may~~ issued and to be issued under an ~~indenture~~ Indenture, dated as of November 9, 1999 (herein called the "Indenture"~~) dated as of October 6~~), ~~2004, among~~ between the ~~Company, as issuer, JPMorgan~~ Company and The Chase Manhattan Bank, as ~~U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Except as otherwise provided in Section 314 of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeemable in ~~amounts of Cdn.$1,000~~ whole or ~~integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not~~ in part, at the option of the Company at any time ~~upon~~ and from time to time, on not less than 30 ~~nor~~ or more than 60 days' prior notice mailed to ~~each Holder~~ the Holders of ~~Securities to be redeemed at such Holder's address appearing in~~ the ~~Security Register~~ Securities, at a ~~redemption price~~ Redemption Price equal to the greater of (i) 100% of the principal amount ~~plus accrued interest~~ of the Securities to ~~but excluding~~ be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments thereon discounted to the Redemption Date in on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the ~~event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or~~ Treasury Rate plus [20 basis points with respect to the ~~Securities, any Additional Amounts as a result of any change or amendment~~ Notes due 2004] [25 basis points with respect to the ~~laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein)~~Notes due 2009], ~~or any change~~ together in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the either case ~~of any redemption of Securities,~~ with accrued interest ~~installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business~~ on the ~~relevant Record Date referred~~ principal amount being redeemed to ~~on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after~~ the Redemption Date. Subject to payment by the Company of a sum sufficient to pay the amount due on redemption, interest on this Security (or portion hereof if this Security is redeemed in part) shall cease to accrue upon the Redemption Date of this Security (or portion hereof if this Security is redeemed in part). The Securities do not have the benefit of a sinking fund. [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- In the event of ~~redemption~~ a deposit or ~~purchase pursuant to~~ withdrawal of an ~~Offer to Purchase~~ interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, ~~a new Security or Securities for~~ the ~~unredeemed portion hereof shall be issued in the name~~ Trustee, as custodian of the ~~Holder hereof upon the cancellation hereof. If~~ Depositary, shall make an ~~Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable~~ adjustment on its records to reflect such deposit or withdrawal in ~~the manner and~~ accordance with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion rules and procedures of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 under the Indenture at any time by the Company and the Trustees with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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 Security at the times, place, and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject Depositary.] [INCLUDE IF SECURITY IS A RESTRICTED SECURITY -- Subject to certain limitations therein set forth, the transfer of this Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, at any time when the Company ~~may,~~ is not subject to ~~certain limitations, from time to time, without notice to~~ Section 13 or ~~the consent~~ 15(d) of the ~~Holders~~United States Securities Exchange Act of 1934, ~~create and issue Additional Securities so that such Additional Securities shall be consolidated and form~~ as amended, upon the request of a ~~single series with the Securities initially issued by~~ Holder of a Restricted Security, the Company ~~and shall have the same terms as~~ will promptly furnish or cause to ~~status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall~~ be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESfurnished Rule 144A Information

Appears in 1 contract

Sources: Indenture (Avon Products Inc)

Appears in 1 contract

Sources: Indenture (National City Capital Trust I)

Form of Reverse of Security. The form of reverse of Security shall be in substantially the following form: This Security is one of a duly authorized issue of securities of the ~~Company designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ Issuer (herein called the "“Securities"”), ~~which may~~ issued and to be issued in one or more series under an ~~indenture (the "~~Indenture") , dated as of ~~October 6~~_________, ~~2004~~20__ (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), among the ~~Company~~Issuer, the Guarantor and BNY Trust Company of Canada, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the ~~Company~~Issuer, the ~~Trustees~~ Guarantor, the Trustee, the holders of Senior Debt and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314~~ This Security is one of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest series designated on the ~~Securities, and the purchase price payable under an Offer to Purchase,~~ face hereof [if applicable, ~~will be paid~~ insert the following -- , limited in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount to $__________]. Year Redemption Price Year Redemption Price Year Redemption Price for Redemption Through Operation of the ~~Securities with the proceeds of one or more Equity Offerings, at a~~ Sinking Fund Redemption Price ~~equal to 106.875%~~ for Redemption Otherwise than Through Operation of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. Sinking Fund The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the ~~Company~~ Obligors and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the ~~Company~~ Obligors and the ~~Trustees~~ Trustee with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the Securities at the time ~~Outstanding~~Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in ~~aggregate~~ principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all ~~the Securities~~Securities of such series, to waive compliance by the ~~Company~~ Obligors with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange ~~herefor~~ therefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than a majority in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the ~~Company~~Issuer, which is absolute and unconditional, to pay the principal of (and ~~premium, if any)~~ any premium and interest on this Security at the times, ~~place,~~ 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 Security is registrable on in the Security Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the ~~Company maintained for such purpose~~Issuer in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the ~~Company~~ Issuer and the ~~Security~~ Registrar duly executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more ~~replacement Securities~~new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. ~~As provided for in~~ [If applicable, insert the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. following – The Securities of this series are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ $l and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. .] No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the ~~Company~~ Issuer may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. Prior to ~~the time of~~ due presentment of this Security for registration of transfer, the ~~Company~~Issuer, the ~~Trustees~~ Trustee and any agent of the ~~Company~~ Issuer or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the ~~Company~~Issuer, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This Security shall be governed by, and construed in accordance with, the laws of the State of New York.~~ All terms used in this Security ~~which are not otherwise defined herein and~~ which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES.

Appears in 1 contract

Sources: Indenture (Welltower Inc.)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (herein called the "“Securities"”), ~~which may~~ issued and to be issued in one or more series under an ~~indenture (the "~~Indenture~~") dated~~ , as of ~~October 6~~[__________], ~~2004~~2011 (herein called the “Indenture”), ~~among~~ between the ~~Company~~Company and The Bank of New York Mellon, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the ~~"U.S.~~ “Trustee"”, which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314~~ This Security is one of the ~~Indenture~~ series designated on the face hereof, limited in aggregate principal amount to $[_________]. [The sinking fund for ~~payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in~~ the Securities ~~who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars~~ of this series provides for the redemption on _____________ in ~~accordance~~ each year beginning with the ~~Applicable Procedures~~ year ____ and ending with the year _____of ~~DTC, the principal of~~ [not less than $________ (~~premium, if any~~“mandatory sinking fund”) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original not more than] $________ aggregate principal amount of ~~the~~ Securities ~~with the proceeds~~ of ~~one~~ this series. Securities of this series acquired or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held redeemed by the Company ~~or any of its Affiliates). Any such redemption shall~~ otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made ~~on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice,~~ [in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of~~ the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities inverse order in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000.~~ which they become due].] The Securities of this series do not have the benefit of any sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. The Securities of this series are not redeemable prior to maturity. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security and/or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal ~~amount~~ of ~~all~~ the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. ~~The Indenture provides that~~If an Event of Default with respect to Securities of this series shall occur and be continuing, ~~subject to certain conditions, if (i) certain Net Available Proceeds are available to~~ an amount of principal of the ~~Company as a result~~ Securities of ~~Asset Dispositions or (ii) a Change of Control Triggering Event occurs,~~ this series may be declared due and payable in the ~~Company~~ manner and with the effect provided in the Indenture. Such amount shall be ~~required~~ equal to ~~make an Offer to Purchase~~ [formula for ~~all or a specified portion of~~ determining the ~~Securities~~amount]. ~~The Indenture contains provisions for defeasance at any time of~~ Upon payment (a) ~~the entire indebtedness~~ of the ~~Company on this Security~~ amount of principal so declared due and payable and (b) ~~certain restrictive covenants~~ of interest on any overdue principal, premium and interest (in each case to the ~~related Defaults~~ extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and ~~Events~~ premium and interest, if any, on the Securities of ~~Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to~~ this ~~Security~~series shall terminate. 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 Securities of each series to be adversely affected under the Indenture at any time by the Company and the ~~Trustees~~ Trustee with the consent of the Holders of ~~not less than~~ a majority in ~~aggregate~~ principal amount of the Securities at the time ~~Outstanding~~Outstanding of each series to be adversely affected. The Indenture also contains provisions permitting the Holders of specified percentages in ~~aggregate~~ principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all ~~the Securities~~Securities of such series, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, ~~if any)~~ interest and ~~interest~~ Additional Amounts on this Security at the times, ~~place,~~ 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 Security is registrable on in the Security Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company ~~maintained for such purpose~~in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement Securities~~new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. ~~As provided~~ If at any time the Depositary for ~~in the Indenture,~~ this Security notifies the Company ~~may~~that it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary shall no longer be eligible under the Indenture with respect to this Security, ~~subject to certain limitations, from time to time, without notice to or~~ and if a successor Depositary eligible under the ~~consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued~~ Indenture for this Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election that the Securities of this Issue be represented by a Book-Entry Security shall no longer be effective with respect to this Security, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of definitive Securities shall authenticate and deliver, Securities in definitive form in an aggregate principal amount equal to the principal amount of this Security in exchange for this Security. The Company may at any time and in its sole discretion determine that the Securities of this Series shall no longer be represented by Book-Entry Securities. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, Securities of this Series in definitive form and in an aggregate principal amount equal to the principal amount of the Book-Entry Security or Securities representing this Series in exchange for such Book-Entry Security or Securities. No Holder of any Securities shall have ~~the same terms as~~ any right to ~~status~~institute any proceeding, ~~redemption~~ judicial or ~~otherwise as the Securities originally issued. Any Additional Securities shall be issued~~ otherwise, with ~~the benefit of an indenture supplemental~~ respect to the Indenture or ~~pursuant~~ for the appointment of a receiver or trustee, or for any other remedy under the Indenture, unless (a) the Trustee shall have received written notice from such Holder of a continuing Event of Default in respect of such Securities; (b) the Trustee shall have received a written request from the Holders of not less than 25% in principal amount of the Outstanding Securities of the series in respect of which the Event of Default has occurred to ~~an Officers' Certificate~~institute proceedings in respect of such Event of Default in its own name as trustee under the Indenture; (c) such Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of such series. The Securities of this series are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ $1,000 and any integral ~~multiple~~ multiples thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with~~ therewith. No recourse shall be had for the payment of the principal of (or premium, if any) or the interest on this Security, or for any ~~registration~~ claim based hereon, or otherwise in respect hereof, or based on or in respect of ~~transfer~~ the Indenture or ~~exchange~~any indenture supplemental thereto, against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or any 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 issue hereof, expressly waived and released. Prior to ~~the time of~~ due presentment of this Security for registration of transfer, the Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all ~~purposes~~purposes (subject to Section 3.08 of the Indenture), whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This Security shall be governed by, and construed in accordance with, the laws of the State of New York.~~ All terms used in this Security ~~which are not otherwise defined herein and~~ which are defined in the Indenture shall have the meanings assigned to them in the Indenture. ~~SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may~~ The Indenture and this Security shall be ~~executed~~ governed by ~~either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one~~ and construed in accordance with the laws of the ~~Securities referred~~ State of New York without regard to in the ~~within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one~~ conflicts of ~~the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES~~laws principles thereof.

Appears in 1 contract

Sources: Indenture (Syngenta Finance N.V.)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the Company designated as ~~its 6.875~~5.875% Senior [Exchange]* Notes due ~~October 15, 2009~~ 2026 (herein called the "“Securities"”), ~~which may~~ limited in aggregate principal amount on the Issue Date to $750,000,000 issued and to be issued under an ~~indenture (the "~~Indenture") , dated as of ~~October 6~~May 13, ~~2004~~2016 (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), among the Company, ~~as issuer, JPMorgan Chase~~ the Guarantors named therein and ▇▇▇▇▇ Fargo Bank, National Association, as ~~U.S. trustee~~ Trustee (herein called the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Guarantors named therein, the Trustee and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in~~ The Company shall be entitled, subject to its compliance with Section ~~314~~ 10.08 of the ~~Indenture for payments of United States Dollars~~ Indenture, to ~~certain Holders, on behalf of owners of beneficial interests in the~~ issue Additional Securities ~~who hold their interests through DTC and who have not otherwise elected~~ pursuant to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section ~~1016~~ 3.13 of the Indenture. At The Securities include the Securities issued on the Issue Date and any Additional Securities. The Securities issued on the Issue Date and any Additional Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. 7aaa - 77bbbb) (the “TIA”), as in effect on the date of the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the TIA for a statement of such terms. Except as set forth below, the Company shall not be entitled to redeem this Security at its option prior to September 15, 2021. This Security is redeemable at the Company’s option, in whole or in part, at any time on or after September 15, 2021, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, thereon to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on September 15 of each of the years indicated below: 2021 102.938 % 2022 101.958 % 2023 100.979 % 2024 and thereafter 100.000 % In addition, at any time, or from time to time, on or prior to ~~October~~ September 15, ~~2007~~2019, the Company ~~may redeem up to a maximum of 35% of~~ may, at its option, use the ~~original aggregate principal amount of the Securities with the~~ net cash proceeds of one or more Equity ~~Offerings~~Offerings to redeem up to an aggregate of 40.0% of the principal amount of the Securities at a Redemption Price equal to 105.875% of the principal amount of the Securities, plus accrued and unpaid interest, if any, thereon to the Redemption Date; provided, however, that (1) at least 50.0% of the aggregate principal amount of Securities issued on the Issue Date (excluding Securities held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and (2) the Redemption Date is within 120 days of the consummation of any such Equity Offering. Prior to September 15, 2021, the Company may at its option redeem the Securities, in whole or in part, at a Redemption Price equal to ~~106.875~~100% of the principal amount ~~thereof~~of the Securities plus the Applicable Premium as of, ~~plus~~ and accrued and unpaid ~~interest to but excluding~~ interest, if any, to, the Redemption Date (subject to the right of ~~holders of record~~ Holders on the relevant ~~record date~~ Record Date to receive interest due on ~~an interest payment date that is on or prior to~~ the ~~Redemption~~ relevant Interest Payment Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 under the Indenture at any time by the Company and the Trustees with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES.

Appears in 1 contract

Sources: Indenture (United Rentals North America Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Junior Subordinated Indenture") , dated as of ~~October 6~~March 15, ~~2004~~2005 (the “Indenture”), ~~among~~ between the ~~Company, as issuer,~~ Company and JPMorgan Chase Bank, National Association, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees and~~ Trustee, the holders of Senior Debt, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests~~ or in the ~~Securities who hold their interests through DTC~~ Amended and ~~who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures~~ Restated Trust Agreement, dated as of ~~DTC~~March 15, ~~the principal of~~ 2005 (~~premium~~as modified, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and amended or supplemented from time to time, ~~on or prior~~ the “Trust Agreement”), relating to ~~October 15~~the NovaStar Capital Trust I (the “Trust”) among the Company, ~~2007~~as Depositor, the ~~Company may redeem up~~ Trustees named therein and the Holders from time to ~~a maximum of 35%~~ time of the ~~original aggregate principal amount~~ Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities ~~with~~ (unless a shorter notice period shall be satisfactory to the ~~proceeds~~ Trustee) on or after March 30, 2010 and subject to the terms and conditions of ~~one~~ Article XI of the Indenture, redeem this Security in whole at any time or ~~more Equity Offerings,~~ in part from time to time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Special Event, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest herein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that, for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Banklocal tax purposes, ~~as U.S. Trustee, certifies~~ it is intended that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity constitute indebtedness.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Novastar Financial Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the Company designated as its ~~6.875~~10 1/4% Senior [Exchange]* Subordinated Notes ~~due October 15, 2009~~ Due 2006 (herein called the "Securities"), ~~which may~~ limited in aggregate principal amount to $525,000,000, issued and to be issued under an ~~indenture~~ Indenture, dated as of December 1, 1996 (herein called the "Indenture"~~) dated as of October 6~~, ~~2004~~which term shall have the meaning assigned to it in such instrument), among the Company, ~~as issuer, JPMorgan Chase Bank~~the Guarantors named therein and First Bank National Association, as ~~U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Guarantors, the Trustee, the holders of the Senior Debt and the Holders of the ~~Securities,~~ Securities and of the terms upon which the ~~Securities~~ Securities, with the Senior Subordinated Guarantees endorsed thereon, are, and are to be, authenticated and delivered. Except as otherwise provided in Section 314 of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption ~~as a whole, but not in part, at the option of the Company at any time~~ upon not less than 30 nor more than 60 days' notice ~~mailed~~ by mail, to each Holder of Securities to be redeemed at such Holder's address appearing in the Security ~~Register~~ Register, in amounts of $1,000 or an integral multiple of $1,000, at any time on or after December 1, 2001 and prior to maturity, 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 December 1, of the years indicated, Year Redemption Price ---- ---------------- 2001 105.1250% 2002 103.4167% 2003 101.7083% and thereafter at a ~~redemption price~~ Redemption Price equal to 100% of the principal ~~amount plus~~ amount, together in the case of any such redemption with accrued but unpaid interest (including Special Interest) to but excluding the Redemption ~~Date in the event the Company has become or would become obligated to pay~~Date, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, but interest installments whose Stated Maturity is on or prior to ~~the~~ such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record ~~Date~~ Dates referred to on the face hereof. The Securities are further subject to redemption, prior to December 1, 2001, at the option of the Company, in whole or in part, at any time, upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at a Redemption Price equal to the greater of (i) 100% of their principal amount or ~~portions thereof~~(ii) ~~for whose redemption~~ the sum of the present value of the remaining scheduled payments of principal and ~~payment provision is made~~ interest thereon discounted to maturity on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 75 basis points, plus in ~~accordance with the Indenture shall cease~~ each case accrued interest (including Special Interest) to ~~bear interest from and after~~ but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof. In The Securities are further subject to redemption, at any time, or from time to time, prior to the ~~event~~ date that is 180 days after the Acquisition Closing, in an amount up to $100 million in aggregate principal amount, at the option of the Company, from the net proceeds of one or more Asset Dispositions by the Company or its Subsidiaries, at a Redemption Price equal to 110.25% of the principal amount thereof, together with accrued but unpaid interest (including Special Interest) to the Redemption Date provided that the notice of redemption ~~or purchase pursuant~~ is mailed within 30 days following the closing of the corresponding Asset Disposition. Such redemption shall occur upon not less than 30 nor more than 60 days' notice by mail to ~~an Offer~~ each Holder of Securities to ~~Purchase of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall~~ be ~~issued~~ redeemed at such Holder's address appearing in the ~~name~~ Security Register, in amounts of $1,000 or an integral multiple of $1,000. Interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof. The Securities are further subject to redemption at any time or from time to time, prior to December 1, 1999, in an amount up to 331/3% in aggregate principal amount of Securities originally issued under the Indenture, at the option of the Company, from the net proceeds of one or more Public Offerings of Capital Stock (other than Redeemable Interests) of Allied Parent, at a Redemption Price equal to 110.25% of the principal amount thereof, together with accrued but unpaid interest (including Special Interest) to the Redemption Date, provided that the notice of redemption with respect to any such redemption is mailed within 30 days following the closing of the corresponding Public Offering. Such redemption shall occur upon not less than 30 nor more than 60 days notice by mail to each Holder ~~hereof upon~~ of Securities to be redeemed at such Holder's address appearing in the ~~cancellation~~ Security Register, in amounts of $1,000 or an integral multiple of $1,000. Interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof. ~~If an Event~~ The Securities are further subject to a Special Mandatory Redemption at 100.5% of ~~Default shall occur and be continuing,~~ the principal amount of ~~all~~ the ~~Securities may be declared due and payable~~ Securities, together with accrued but unpaid interest (including Special Interest) to the Redemption Date, in the ~~manner and with~~ event (a) the ~~effect provided~~ Company has concluded, in its sole judgment, that the ~~Indenture~~Acquisition will not be consummated on or prior to March 5, 1997, as certified to the Trustee pursuant to the requirements of the Collateral Agreement or (b) for any other reason, funds are not released from the Collateral Account pursuant to Section 4.2 of the Collateral Agreement for purposes of funding the Acquisition. The Securities do not have the benefit of any sinking fund obligations. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control ~~Triggering Event~~ occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities of like tenor for the unredeemed or unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of (ai) the entire indebtedness of ~~the Company on~~ this Security ~~and~~ or (bii) certain restrictive covenants and ~~the related Defaults and~~ Events of ~~Default~~Default with respect to this Security, in each case upon compliance ~~by the Company~~ with certain conditions set forth therein. As provided in the Indenture and subject to certain limitations therein set forth, ~~which provisions apply~~ the obligations of the Company under the Indenture and this Security are Guaranteed, jointly and severally on a senior subordinated basis, pursuant to Senior Subordinated Guarantees endorsed hereon as provided in the Indenture. Each Holder, by holding this Security, agrees to all of the terms and provisions of said Senior Subordinated Guarantees. The Indenture provides that a Guarantor shall be released from its Senior Subordinated Guarantee upon compliance with certain conditions. The Securities and the Senior Subordinated Guarantees shall be subordinated in right of payment to Senior Debt of the Company and the Guarantors, respectively, as provided 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 Guarantors and the rights of the Holders of the Securities under the Indenture at any time by the ~~Company~~ Company, the Guarantors and the ~~Trustees~~ Trustee with the consent of the Holders of ~~not less than~~ a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES

Appears in 1 contract

Sources: Indenture (Allied Waste Industries Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated~~ (the “Securities”) issued under the Junior Subordinated Indenture, dated as ~~its 6.875% Senior [Exchange]* Notes due October 15~~of August 3, 2009 (the ~~"Securities"~~“Indenture”), ~~which may be issued under an indenture (~~between the ~~"Indenture") dated as~~ Company and The Bank of ~~October 6, 2004, among the Company~~New York Mellon, as ~~issuer~~Trustee (in such capacity, ~~JPMorgan Chase Bank, as U.S. trustee (~~the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Guarantor, the Trustee, the holders of Senior Debt and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars~~ shall have the meanings assigned to ~~certain Holders, on behalf of owners of beneficial interests~~ them in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankIndenture. The Company ~~will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At~~ may, at any time ~~and~~ or from time to time, ~~on or prior to October 15~~at its option, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 fifteen (15) days’ nor more than 60 sixty (60) days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' ’ written notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of ~~such Securities~~the Securities (unless a shorter notice period shall be satisfactory to the Trustee) subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or ~~one or more Predecessor Securities, of record~~ in part from time to time at the ~~close~~ redemption prices set forth in the Indenture, including in connection with the making of ~~business~~ Distributions on the ~~relevant Record Date referred to on~~ Equity Interests of the ~~face hereof. Securities (~~Company or ~~portions thereof) for whose redemption~~ the Guarantor and ~~payment provision is made in accordance with~~ upon a Change of Control of the ~~Indenture shall cease to bear interest from and after~~ Company or the ~~Redemption Date~~Guarantor. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in aggregate principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers in accordance with the Act and other applicable Federal or state securities laws, and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees may~~ Trustee shall treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest herein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that, for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Banklocal tax purposes, ~~as U.S. Trustee, certifies~~ it is intended that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity constitute indebtedness.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Orleans Homebuilders Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated~~ (the “Securities”) issued under the Junior Subordinated Indenture, dated as ~~its 6.875% Senior [Exchange]* Notes due October 15~~of May 6, 2009 (the ~~"Securities"~~“Indenture”), ~~which may be issued under an indenture (~~between the ~~"Indenture") dated as~~ Company and The Bank of ~~October 6, 2004, among the~~ New York Mellon Trust Company, ~~as issuer, JPMorgan Chase Bank~~National Association, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee, the holders of Senior Debt and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars~~ shall have the meanings assigned to ~~certain Holders, on behalf of owners of beneficial interests~~ them in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankIndenture. The Company ~~will pay~~ may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders ~~such Additional Amounts as may become payable under Section 1016~~ of the Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after July 30, 2011 and subject to the terms and conditions of Article XI of the Indenture~~. At~~ , redeem this Security in whole at any time ~~and~~ or in part from time to ~~time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings,~~ time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Special Event, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in aggregate principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended), and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness. This Security shall be ~~governed by,~~ construed and ~~construed~~ enforced in accordance ~~with,~~ with and governed by the laws of the State of New York~~. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned~~ , without reference to ~~them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION~~ its conflict of laws provisions (~~Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one~~ other than Section 5-1401 of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESGeneral Obligations Law).

Appears in 1 contract

Sources: Junior Subordinated Indenture (Arbor Realty Trust Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Company designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ Note Issuer (herein called the "Securities"), ~~which may be~~ issued under ~~an indenture~~ a Senior Subordinated Indenture, dated as of February 19, 1998 (herein called the "Indenture"~~) dated~~ ), between the Note Issuer, as ~~of October 6~~Issuer, ~~2004, among the~~ and State Street Bank and Trust Company, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", which term includes any successor trustee under the Indenture), ~~and CIBC Mellon Trust~~ Fresenius Medical Care AG (herein called the "Company"), as ~~Canadian trustee (~~the ~~"Canadian Trustee"~~Company and as a Guarantor, ~~which term includes any successor under the Indenture~~Fresenius Medical Care Holdings, ~~and~~Inc. and Fresenius Medical Care Deutschland GmbH, ~~together with the U.S. Trustee, the "Trustees" and each a "Trustee")~~ as Guarantors to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the ~~Company~~Trustee, the ~~Trustees~~ Note Issuer, the Company and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except~~ All terms used in this Security that are defined in the Indenture and in the Amended and Restated Declaration of Trust, dated as ~~otherwise provided~~ of February 19, 1998, (the "Declaration"), for Fresenius Medical Care Capital Trust III, shall have the meanings assigned to them in ~~Section 314~~ the Indenture or the Declaration, as the case may be. If a Tax Event or an Investment Company Event in respect of the ~~Indenture for payments of United States Dollars to certain Holders~~Trust shall occur and be continuing, ~~on behalf of owners of beneficial interests~~ the Company shall cause the Trustees (as defined in the Declaration) to dissolve the Trust and cause Securities ~~who hold their interests through DTC~~ to be distributed to the holders of the Trust Securities in dissolution of the Trust or, in the event of a Tax Event only, may cause the Securities to be redeemed, in each case, subject to and ~~who have not otherwise elected to receive Canadian dollars~~ in accordance with the ~~Applicable Procedures~~ provisions of ~~DTC~~the Declaration, within 90 days following the ~~principal~~ occurrence of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian banksuch Tax Event or Investment Company Event. The ~~Company will pay~~ Securities may be redeemed, at the option of the Note Issuer, subject to the ~~Holders such Additional Amounts as may become payable under Section 1016~~ provisions of Article XI of the Indenture~~. At~~ , at any time ~~and from time to time, on or prior to October 15, 2007, the Company may redeem up to~~ as a ~~maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings~~whole but not in part, at ~~a Redemption Price equal to 106.875~~100% of the principal amount thereof, plus accrued and unpaid interest (if any) to ~~but excluding~~ the ~~Redemption Date~~ date of redemption (subject to the right of ~~holders~~ Holders of record on the relevant ~~record date~~ Regular Record Date to receive interest due on ~~an interest payment date that is on or prior to~~ the ~~Redemption~~ relevant Interest Payment Date)~~; provided~~, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the ~~Company~~ Note Issuer has become or would become obligated to pay, on the next date on which any amount would be payable ~~under or~~ with respect to the Securities, any Additional Amounts as a result of ~~any~~ a change in or an amendment to the laws (or including any regulations promulgated thereunder) of ~~Canada~~ the United States of America, Germany, the United Kingdom, Luxembourg, or any other Member State of the European Union (or any political subdivision or taxing authority thereof or therein), or any change in or amendment to any official position regarding the application or interpretation ~~or administration~~ of such laws or ~~regulations by the relevant taxing authority~~ regulations, which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion issuance of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 under the Indenture at any time by the Company and the Trustees with the consent of the Holders of Securities do not less than a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have ~~the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with~~ the benefit of ~~an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and~~ any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESsinking fund obligations.

Appears in 1 contract

Sources: Senior Subordinated Indenture (Fresenius National Medical Care Holdings Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the ~~Company~~ Company, designated as its ~~6.875~~___% ~~Senior [Exchange~~Junior Subordinated Debentures, Series [ ]* Notes due October 15, ~~2009~~ Due 2031 (herein called the "Securities"), ~~which may be~~ limited in aggregate principal amount to $_____________, issued under an ~~indenture~~ Indenture, dated as of _____________, 2001 (as amended and supplemented from time to time herein, called the "Indenture"~~) dated as~~ ), between the Company and The Bank of ~~October 6, 2004, among the Company~~New York, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", ," which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the ~~Company~~Trustee, the ~~Trustees~~ Company and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. Except as otherwise provided in Section 314 of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 under the Indenture at any time by the Company and the Trustees with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are ~~not otherwise defined herein and which are~~ defined in the Indenture or in the Trust Agreement attached as Annex A thereto shall have the meanings assigned to them in the ~~Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank~~Indenture or the Trust Agreement, as ~~U.S. Trustee~~the case may be. On or after _____________, ~~certifies that this is one~~ the Company shall have the right, subject to the terms and conditions of Article Twelve of the ~~Securities referred~~ Indenture, to in redeem this Security at the ~~within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust~~ option of the Company, ~~as Canadian Trustee~~without premium or penalty, ~~certifies that this is one~~ in whole at any time or in part from time to time, at a Redemption Price equal to 100% of the ~~Securities referred~~ principal amount to be redeemed together with any accrued but unpaid interest, including Additional Interest, if any, to the Redemption Date. If a Special Event as defined in Article One of the ~~within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES~~Indenture shall occur and be continuing, the Company shall have the right, subject to the terms and conditions of Article Twelve of the

Appears in 1 contract

Sources: Indenture (Cleveland Electric Financing Trust I)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (herein called the "Securities"), ~~which may~~ issued and to be issued in one or more series under ~~an indenture~~ the Junior Subordinated Indenture, dated as of ___ _, ___ (herein called the "Indenture"~~) dated~~ ), between the Company and The Chase Manhattan Bank as ~~of October 6, 2004, among the Company, as issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee, the holders of Senior Debt and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314~~ This Security is one of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest series designated on the ~~Securities, and the purchase price payable under an Offer to Purchase,~~ face hereof [if applicable, ~~will be paid~~ insert--, limited in ~~Canadian Dollars~~aggregate principal amount to $___________]. ~~Any payments made by checks denominated~~ All terms used in ~~United States Dollars will be drawn on a United States bank. Any payments made by checks denominated~~ this Security that are defined in ~~Canadian Dollars will be drawn on a Canadian bank. The Company will pay to~~ the ~~Holders such Additional Amounts~~ Indenture [if applicable, insert--or in the Amended and Restated Trust Agreement, dated as ~~may become payable under Section 1016~~ of ~~the Indenture. At any time and~~ _________, ___ (as modified, amended or supplemented from time to time, the "Trust Agreement"), relating to [insert name of Trust] (the "Trust") among Mutual Group Ltd., a Delaware corporation, as Depositor, the Company, as Issuer, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto,] shall have the meanings assigned to them in the Indenture [if applicable, insert--or the Trust Agreement, as the case may be]. The terms of this Security include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act. This Security is subject to all such terms and the Holder of this Security is referred to the Indenture and the Trust Indenture Act for a statement of such terms. [If applicable, insert--The Company may at any time, at its option, on or ~~prior~~ after _________, ____, and subject to ~~October 15, 2007,~~ the ~~Company may redeem up to a maximum~~ terms and conditions of ~~35%~~ Article XI of the ~~original aggregate~~ Indenture, redeem this Security in whole at any time or in part from time to time, at [if applicable, insert-- the following Redemption Prices (expressed as percentages of the principal amount of hereof): If redeemed during the ~~Securities with the proceeds of one or more Equity Offerings~~12-month period beginning _____________, Redemption Year Price ---- ---------- and thereafter at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount ~~plus~~ hereof, together, in the case of any such redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the date fixed for redemption,] [a Redemption ~~Date in the event the Company has become or would become obligated~~ Price equal to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date 100% of the ~~Indenture. In~~ principal amount hereof, together, in the case of any such redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the date fixed for redemption.] [If applicable, insert--In addition, upon the occurrence and during the continuation of a Tax Event or an Investment Company Event in respect of the Trust, the Company may, at its option, at any time within 90 days of the occurrence and during the continuation of such Tax Event or Investment Company Event, as the case may be, redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture, at a redemption price equal to [insert formula]. [If the Security is subject to redemption of ~~Securities~~any kind, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. insert--In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. .] [If ~~an Event~~ applicable, insert - The Securities of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject this series are not redeemable prior to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. Stated Maturity.] [The Indenture contains provisions for ~~defeasance at any time~~ satisfaction and discharge of ~~(a)~~ [the entire indebtedness ~~of the Company on this Security and (b)~~ of] [or] [certain restrictive covenants and ~~the related Defaults and~~ Events of ~~Default~~Default with respect to] this Security [, in each case] upon compliance by the Company with certain conditions set forth ~~therein, which provisions apply to this Security.~~ in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the Outstanding Securities ~~at the time Outstanding~~of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all ~~the Securities~~Securities of such series, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders) [if applicable, insert--, provided, that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided, that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIV of the Indenture.] [If the Security is an Original Issue Discount Security, insert -- If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to -- insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] No reference herein to the Indenture and no provision of this Security 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~~of, ~~if any)~~ any premium and interest [insert if applicable--including any Additional Interest)] on and any Additional Amounts with respect to this Security at the times, ~~place,~~ 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 Security is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar duly executed by, the Holder hereof or ~~his~~ such Holder's attorney duly authorized in writing, and thereupon one or more ~~replacement Securities~~new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities of this series are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ $_______ and any integral multiple of $____________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the ~~Trustees~~ Trustee or any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest therein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that for United States Federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies local tax purposes it is intended that this ~~is one of the Securities referred to in the within-mentioned Indenture~~Security constitute indebtedness. ~~JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company~~THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE WITHOUT REGARD TO THE ~~SECURITIES~~CONFLICT OF LAWS PROVISIONS THEREOF.

Appears in 1 contract

Sources: Junior Subordinated Indenture (MRM Capital Trust Iii)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Junior Subordinated Indenture") , dated as of ~~October 6~~December 15, ~~2004~~2005 (the “Indenture”), ~~among~~ between the ~~Company, as issuer,~~ Company and JPMorgan Chase Bank, National Association, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees and~~ Trustee, the holders of Senior Debt, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests~~ or in the ~~Securities who hold their interests through DTC~~ Amended and ~~who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures~~ Restated Trust Agreement, dated as of ~~DTC~~December 15, ~~the principal of~~ 2005 (~~premium~~as modified, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and amended or supplemented from time to time, ~~on or prior~~ the “Trust Agreement”), relating to ~~October 15~~the American Equity Capital Trust XI (the “Trust”) among the Company, ~~2007~~as Depositor, the ~~Company may redeem up~~ Trustees named therein and the Holders from time to ~~a maximum of 35%~~ time of the ~~original aggregate principal amount~~ Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities ~~with~~ (unless a shorter notice period shall be satisfactory to the ~~proceeds~~ Trustee) on or after December 15, 2010 and subject to the terms and conditions of ~~one~~ Article XI of the Indenture, redeem this Security in whole at any time or ~~more Equity Offerings,~~ in part from time to time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65% of~~ with accrued interest, including any Additional Interest, through but excluding the ~~original aggregate principal amount of~~ date fixed as the ~~Securities remains outstanding (excluding Securities held by~~ Redemption Date; provided, that the Company or shall have received the prior approval of any Applicable Insurance Regulatory Authority then required. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date; provided, that the Company shall have received the prior approval of any Applicable Insurance Regulatory Authority then required. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest, on this Security at the times, ~~place,~~ 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 Security is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest therein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that, for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Banklocal tax purposes, ~~as U.S. Trustee, certifies~~ it is intended that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity constitute indebtedness.

Appears in 1 contract

Sources: Junior Subordinated Indenture (American Equity Investment Life Holding Co)

Form of Reverse of Security. This ~~Security~~ security is one of a duly authorized ~~issue~~ series of securities of the Company ~~designated~~ (herein sometimes referred to as ~~its 6.875% Senior [Exchange]* Notes due October 15, 2009 (~~the "Securities"), ~~which may~~ specified in the Indenture, all issued or to be issued in one or more series under and pursuant to an ~~indenture~~ Indenture dated as of ______, 200_ (the "Indenture"~~) dated as~~ ), duly executed and delivered between the Company and The Bank of ~~October 6, 2004, among the Company~~New York, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (the "~~U.S.~~ Trustee"~~, which term includes any successor under the Indenture~~), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a ~~statement~~ description of the respective rights, limitations of rights, ~~duties~~obligations, ~~obligations~~ duties and immunities thereunder of the ~~Company~~Trustee, the ~~Trustees~~ Company and the Holders of the Securities~~, and of~~ . By the terms upon which the Securities are, and are to be, authenticated and delivered. Except as otherwise provided in Section 314 of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture, the Securities are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture. At This series of Securities is limited in aggregate principal amount to $ _________. [Because of the occurrence and continuation of a Tax Event, at any time in certain circumstances, this Security may become due and payable at [specify redemption prices] % of the principal amount thereof, together with any accrued and unpaid interest thereon to, but excluding, the date of such redemption (the "Redemption Price"). The Redemption Price shall be paid prior to 12:00 noon, New York City 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 Security at the option of the Company, without penalty, in whole or in part at any time, or from time to time, on or ~~prior to October 15~~after _______, ~~2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings,~~ ____ (an "Optional Redemption") at a ~~Redemption Price~~ redemption price equal to ~~106.875~~[specify redemption prices] % of the principal amount thereof, plus any accrued ~~and~~ but unpaid interest to to, but ~~excluding~~ excluding, the date of such redemption (the "Optional Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its AffiliatesPrice"). Any ~~such~~ redemption ~~shall~~ pursuant to this paragraph will be made ~~on a Redemption Date within 90 days of such Equity Offering~~ upon not less than 30 ~~nor more than 60~~ days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice ~~mailed~~ at the Optional Redemption Price. If the Securities are only partially redeemed by the Company pursuant to an Optional Redemption, the Securities will be redeemed pro rata or by lot or by any other method utilized by the Trustee, provided that if, at the time of redemption, the Securities are registered as a Global Security, the Depositary shall determine the principal amount of such Securities held by each ~~Holder of Securities~~ Security Beneficial Owner to be redeemed ~~at such Holder's address appearing~~ in accordance with its procedures.] [The Securities of this series are subject to redemption upon not less than 30 days' nor more than 60 days' notice by mail, (1) on ________ in any year commencing with the ~~Security Register~~ year ____ and ending with the year _____ through operation of the sinking fund for this series at a ~~redemption price~~ Redemption Price of ____, (2) at any time [on or after ________, 200_, 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 [on or before ______, __%, and if redeemed during the 12-month period beginning __________ of the years indicated, and thereafter at a Redemption Price equal to ~~100~~____% of the principal ~~amount plus accrued interest to but excluding the Redemption Date~~ amount, together in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any such redemption (whether through operation of ~~Securities~~the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to ~~the~~ such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record ~~Date~~ Dates referred to on the face hereof. , all as provided in the Indenture.] [Notwithstanding the foregoing, the Company may not, prior to ______, redeem any Securities of this series as contemplated by Clause (2) of the preceding paragraph as a part of, or ~~portions thereof) for whose redemption and payment provision is made~~ in anticipation of, any refunding operation by the application, directly or indirectly, of monies borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than ____% per annum.] [The sinking fund for this series provides for redemption on _______ in each year beginning in the ~~Indenture shall cease~~ year ______ and ending with the year _____ of [not less than] $_______("mandatory sinking fund") and not more than $_______ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to ~~bear interest from and after~~ be made in the ~~Redemption Date.~~ [inverse] order in which they become due.] In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If In case an Event of ~~Default~~ Default, as defined in the Indenture, shall ~~occur~~ have occurred and be continuing, the principal ~~amount~~ of all of the Securities may be ~~declared~~ declared, and upon such declaration shall become, due and ~~payable~~ payable, in the ~~manner and~~ manner, with the effect and subject to the conditions provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of permitting the Company and the ~~rights of the Holders under the Indenture at any time by the Company and the Trustees~~ Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of each series affected at the time ~~Outstanding~~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 Securities; provided, however, that no such supplemental indenture shall, without the consent of Holders of each Security then outstanding and affected thereby: change the fixed maturity of any Securities of any series, or reduce the principal amount thereof; reduce the rate or change the time of payment of interest thereon; reduce any premium payable upon the redemption thereof or change the time at which such Security may or must be redeemed or purchased; change the money in which such Security is payable; make any change in the provisions of the Indenture relating to waivers of past defaults or the rights of Holders to receive payments of principal of, premium, if any, interest or liquidated damages, if any, on any of the Securities; make any change in the ability of the Holders to enforce their rights under the Indenture; reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture; [or, except as permitted by the Indenture, increase any conversion price or modify the provisions of the indenture relating to the conversion of any Securities in a manner adverse to Holders]. The Indenture also contains provisions permitting the Holders of ~~specified percentages~~ a majority in aggregate principal amount of the Securities of any series at the time ~~Outstanding~~outstanding affected thereby, on behalf of all of the Holders of ~~all~~ the ~~Securities~~Securities of such series, to waive ~~compliance by~~ any past default in the ~~Company with certain provisions~~ performance of any of the ~~Indenture and certain past defaults under~~ covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and ~~their~~ its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Securities of such series. Any such consent or waiver by ~~or on behalf of~~ the registered Holder of this Security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Security and of any Security issued ~~upon the registration of transfer hereof or~~ in exchange herefor or in ~~lieu~~ 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 Security. No reference herein to the Indenture and no provision of this Security 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 Security at the ~~times, place,~~ time and ~~rate,~~ place and at the rate and in the ~~coin or currency,~~ money herein prescribed. [The Company shall have the right at any time during the term of the Securities and from time to time to extend the interest payment period of such Securities for a period not exceeding 20 consecutive interest periods (an "Extended Interest Payment Period"), at the end of which period the Company shall pay all interest then accrued and unpaid (together with interest on such deferred interest payments at the rate specified for the Securities to the extent that payment of such interest is enforceable under applicable law); provided, that no such Extended Interest Payment Period shall extend beyond the Stated Maturity of the Securities; and provided further that during any such Extended Interest Payment Period (a) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock or make any guarantee payment with respect thereto (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (ii) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (iii) 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 (b) the Company shall not make any payment of interest on or principal of (or premium, if any, on), or repay, repurchase or redeem, any debt securities issued by the Company which rank pari passu with or junior to the Securities. The foregoing, however, will not apply to any stock dividends paid by the Company where the dividend stock is the same stock as that on which the dividend is being paid. Before the termination of any such Extended Interest Payment Period, 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 20 consecutive interest periods. 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, the Company may commence a new Extended Interest Payment Period which must comply with the requirements set forth above.] As provided in the Indenture and subject to certain limitations therein set forth, ~~the transfer of~~ this Security is ~~registrable~~ transferable by the registered Holder hereof on the Security ~~Register~~Register of the Company, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the ~~Company maintained for such purpose, duly endorsed by, or~~ Trustee in the City and State of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company ~~and~~ or the ~~Security Registrar~~ Trustee duly executed ~~by,~~ by the registered Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement Securities,~~ new Securities of authorized denominations and for the same aggregate principal ~~amount,~~ amount and series will be issued to the designated transferee or transferees. ~~As provided~~ 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 Security, the Company, the Trustee, any paying agent and the Security Registrar may deem and treat the registered Holder hereof as the absolute owner hereof (whether or not this Security 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 hereof and premium, if any, and interest due hereon and for all other purposes, and neither the 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 principal of or any premium or the interest on this Security, 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 ~~may~~or of any predecessor or successor corporation, ~~subject to certain limitations~~whether by virtue of any constitution, ~~from time to time~~statute or rule of law, ~~without notice to~~ or by the ~~consent~~ enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the ~~Holders~~consideration for the issuance hereof, ~~create~~ expressly waived and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issuedreleased. ~~Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate.~~ [The Securities of this series are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ $25 and any integral multiple thereof.] [This Global Security is exchangeable for Securities in definitive form only under certain limited circumstances set forth in the Indenture. Securities of this series so issued 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 certain limitations [herein and] therein set forth, ~~the~~ Securities of this series [so issued] are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security ~~which are not otherwise defined herein and which~~ that are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES.

Appears in 1 contract

Sources: Junior Subordinated Debt Securities Indenture (Travelers Property Casualty Corp)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Indenture") , dated as of ~~October 6~~April 30, ~~2004~~2004 (the “Indenture”), ~~among~~ between the ~~Company, as issuer,~~ Company and JPMorgan Chase Bank, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee, the holders of Senior Obligations and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars~~ shall have the meanings assigned to ~~certain Holders, on behalf of owners of beneficial interests~~ them in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankIndenture. The Company ~~will pay~~ may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders ~~such Additional Amounts as may become payable under Section 1016~~ of the Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after April 29, 2009 and subject to the terms and conditions of Article XI of the Indenture~~. At~~ , redeem this Security in whole at any time ~~and~~ or in part from time to ~~time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings,~~ time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus~~ together, in the case of any such redemption, with accrued ~~and unpaid interest~~ interest, including any Additional Interest, to but excluding the ~~Redemption Date (~~date fixed for redemption; subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein)there being no, or ~~any change in or interpretation or administration~~ the satisfaction of ~~such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities~~any, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption DatePayment Restrictions. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected and redeemed on a pro rata basis not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ place and ~~rate,~~ rate and in the coin or ~~currency,~~ currency herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable on in the ~~Security Register,~~ Securities Register upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in ~~writing~~writing and, ~~and thereupon~~ thereupon, one or more ~~replacement Securities,~~ new Securities of like tenor of authorized denominations and for the same aggregate principal ~~amount,~~ amount will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized ~~denomination,~~ denomination as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest herein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that, for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Banklocal tax purposes, ~~as U.S. Trustee, certifies~~ it is intended that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity constitute indebtedness.

Appears in 1 contract

Sources: Indenture (Amcomp Inc /Fl)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (herein called the "Securities"), ~~which may~~ issued and to be issued under ~~an indenture~~ the Junior Subordinated Indenture, dated as of ____________, 1997 (herein called the "Indenture"~~) dated as of October 6~~), ~~2004, among~~ between the Company and Bankers Trust Company, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee, the holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except~~ All terms used in this Security that are defined in the Indenture dated as ~~otherwise provided in Section 314~~ of _________ (as modified, amended or supplemented from time to time the "Trust Agreement"), relating to Sun Capital Trust the ("Issuer Trust") among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the ~~Indenture for payments of United States Dollars~~ Trust Securities issued pursuant thereto shall have the meanings assigned to ~~certain Holders, on behalf of owners of beneficial interests~~ them in the ~~Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with~~ Indenture or the ~~Applicable Procedures of DTC~~Trust Agreement, as the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankcase may be. The Company ~~will pay~~ has the right to ~~the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At~~ redeem this Security (i) on or after _________, 2002 in whole at any time ~~and~~ or in part from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding ii) in whole (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part), ~~at the option of the Company~~ at any time ~~upon not less than 30 nor more than 60 days' notice mailed~~ within 90 days following the occurrence and during the continuation of a Tax Event, Investment Company Event, or Capital Treatment Event, in each case at the Redemption Price described below, and subject to ~~each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price~~ possible regulatory approval. The Redemption Price shall equal to 100% of the principal amount ~~plus~~ hereof being redeemed, together with accrued interest to but excluding the ~~Redemption Date in the event the Company has become or would become obligated to pay, on the next~~ date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) fixed for ~~whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date~~redemption. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. [If ~~an Event of Default shall occur and be continuing~~applicable, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. insert--The Indenture contains provisions for defeasance at any time [of ~~(a)~~ the entire indebtedness of ~~the Company on~~ this ~~Security and (b)~~ Security] [or] [certain restrictive covenants and ~~the related Defaults and~~ Events of ~~Default~~Default with respect to this Security] [, in each case] upon compliance by the Company with certain conditions set forth ~~therein, which provisions apply to this Security.~~ in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the Outstanding Securities ~~at the time Outstanding~~to be affected by such supplemental indenture. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the Securities at the time Outstanding, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities may declare the principal amount of all the Securities 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 upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities may declare an amount of principal of the Securities 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 upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities to be immediately due and payable, the Holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee. The principal amount payable upon such acceleration shall be equal to [insert formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security 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 (including Additional Interest) on this Security at the times, ~~place,~~ 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 Security is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar duly executed by, the Holder hereof or ~~his~~ such Holder's attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ $1,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. Prior to ~~the time of~~ due presentment of this Security for registration of transfer, the Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest therein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agrees that for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies local tax purposes it is intended that this ~~is one of the Securities referred to in the within-mentioned Indenture~~Security constitute indebtedness. ~~JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company~~THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THIS SECURITY IS A DIRECT AND UNSECURED OBLIGATION OF THE COMPANY, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE DOES NOT EVIDENCE DEPOSITS AND IS NOT INSURED BY THE ~~SECURITIES~~FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER INSURER OR GOVERNMENT AGENCY.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Sun Capital Trust)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated~~ (the “Securities”) issued under the Junior Subordinated Indenture, dated as ~~its 6.875% Senior [Exchange]* Notes due October 15~~of May 6, 2009 (the ~~"Securities"~~“Indenture”), ~~which may be issued under an indenture (the "Indenture") dated as of October 6, 2004, among~~ between the Company, ~~as issuer, JPMorgan Chase Bank~~the Guarantor and Wilmington Trust Company, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Guarantor, the Trustee, the holders of Senior Debt and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars~~ shall have the meanings assigned to ~~certain Holders, on behalf of owners of beneficial interests~~ them in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankIndenture. The Company ~~will pay~~ may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders ~~such Additional Amounts as may become payable under Section 1016~~ of the Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after April 30, 2010 and subject to the terms and conditions of Article XI of the Indenture~~. At~~ , redeem this Security in whole at any time ~~and~~ or in part from time to ~~time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings,~~ time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Special Event, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company, the Guarantor and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the ~~Company~~ Company, the Guarantor and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in aggregate principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, to waive compliance by the Company or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended), and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Guarantor, the Trustee and any agent of the ~~Company~~ Company, the Guarantor or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness. This Security shall be ~~governed by,~~ construed and ~~construed~~ enforced in accordance ~~with,~~ with and governed by the laws of the State of New York~~. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned~~ , without reference to ~~them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION~~ its conflict of laws provisions (~~Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one~~ other than Section 5-1401 of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESGeneral Obligations Law).

Appears in 1 contract

Sources: Junior Subordinated Indenture (Arbor Realty Trust Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Junior Subordinated Indenture") , dated as of ~~October 6~~September 30, ~~2004~~2003, ~~among~~ 2003 (the ~~Company~~“Indenture”), ~~as issuer,~~ between the Company and JPMorgan Chase Bank, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees and~~ Trustee, the holders of Senior Debt, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests~~ or in the ~~Securities who hold their interests through DTC~~ Amended and ~~who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures~~ Restated Trust Agreement, dated as of ~~DTC~~September 30, ~~the principal of~~ 2003 (~~premium~~as modified, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and amended or supplemented from time to time, ~~on or prior~~ the “Trust Agreement”), relating to ~~October 15~~the American Safety Capital Trust II (the “Trust”) among the Company, ~~2007~~as Depositor, the ~~Company may redeem up~~ Trustees named therein and the Holders from time to ~~a maximum of 35%~~ time of the ~~original aggregate principal amount~~ Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities ~~with~~ (unless a shorter notice period shall be satisfactory to the ~~proceeds~~ Trustee) on or after September 30, 2008 and subject to the terms and conditions of ~~one~~ Article XI of the Indenture, redeem this Security in whole at any time or ~~more Equity Offerings,~~ in part from time to time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65% of~~ with accrued interest, including any Additional Interest, through but excluding the ~~original aggregate principal amount of~~ date fixed as the ~~Securities remains outstanding (excluding Securities held by~~ Redemption Date; provided, that the Company or shall have received the prior approval of any Applicable Insurance Regulatory Authority then required. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date; provided, that the Company shall have received the prior approval of any Applicable Insurance Regulatory Authority then required. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture or the Parent Guarantee and no provision of this ~~Security~~ Security, the Parent Guarantee 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~~any premium and interest, ~~if any) and interest~~ including any Additional Interest, on this Security at the times, ~~place,~~ 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 Security is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest therein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that, for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Banklocal tax purposes, ~~as U.S. Trustee, certifies~~ it is intended that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity constitute indebtedness.

Appears in 1 contract

Sources: Junior Subordinated Indenture (American Safety Insurance Holdings LTD)

Form of Reverse of Security. This ~~Security~~ VSR Certificate is ~~one~~ issued under and in accordance with the Value Support Rights Agreement, dated as of ~~a duly authorized issue of securities of the Company designated as its 6.875% Senior [Exchange]* Notes due October 15~~November 25, ~~2009~~ 1996 (the "~~Securities~~Agreement"), ~~which may be issued under an indenture (~~between the ~~"Indenture") dated as of October 6, 2004, among the~~ Company and American Stock Transfer & Trust Company, as ~~issuer, JPMorgan Chase Bank, as U.S.~~ trustee (the "~~U.S.~~ Trustee", ," which term includes any successor Trustee under the ~~Indenture~~Agreement), and ~~CIBC Mellon Trust Company~~is subject to the terms and provisions contained in the Agreement, ~~as Canadian trustee (~~to all of which terms and provisions the ~~"Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees"~~ Holder of this VSR Certificate consents by acceptance hereof. The Agreement is hereby incorporated herein by reference and ~~each~~ made a ~~"Trustee") to which Indenture and all indentures supplemental thereto reference~~ part hereof. Reference is hereby made to the Agreement for a full statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the ~~Trustees~~ Trustee and the Holders of the ~~Securities, and of~~ VSRs. Capitalized terms not otherwise defined shall have the terms upon which the Securities are, and are to be, authenticated and delivered. Except as otherwise provided in Section 314 of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests meanings set forth in the ~~Securities who hold their interests through DTC and who have not otherwise elected~~ Agreement. Unless the right to receive ~~Canadian dollars~~ payment hereunder previously has been satisfied in ~~accordance~~ connection with ~~the Applicable Procedures~~ an Optional Call Date, a Total Disposition, an Event of ~~DTC~~Default or a Redemption Event as provided below, the ~~principal of~~ Company shall pay to the Holder hereof on January 1, 1999 (~~premium~~the "Maturity Date"), for each VSR represented hereby an amount, if any, as determined by an independent "big six" accounting firm (other than the accounting firm or firms serving as the principal auditors for the Company or PCT) selected by the Company (the "Accounting Firm"), equal to the lesser of (x) the excess, if any, of the Base Amount determined as of such date, over the 30-Day Average Market Price determined as of such date and ~~interest~~ (y) $3.25. Such determinations by the Accounting Firm absent manifest error shall be final and binding on the ~~Securities,~~ Company and the ~~purchase price payable under~~ Holders. Upon an ~~Offer to Purchase~~Optional Call Date, ~~if applicable~~the Company may, ~~will be paid~~ in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will its sole discretion, pay to the ~~Holders such Additional Amounts~~ Holder hereof for each VSR represented hereby an amount, as ~~may become~~ determined by the Accounting Firm, payable ~~under Section 1016~~ in cash equal to the lesser of (x) the excess, if any, of the ~~Indenture. At any time~~ Base Amount determined as of an Optional Call Date, over the 30-Day Average Market Price determined as of such date and ~~from time to time~~(y) $3.25; provided, ~~on or prior to October 15~~however, ~~2007,~~ such amount (the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption "Optional Call Payment Amount") shall in no event be less than $0.50 if such Optional Call Date ~~(subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that~~ is on or prior to ~~the Redemption Date); provided~~January 1, ~~however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held~~ 1998. Such determinations by the Accounting Firm absent manifest error shall be final and binding on the Company ~~or any of its Affiliates)~~and the Holders. ~~Any such redemption~~ Such payment shall be made on ~~a Redemption Date within 90 days of such Equity Offering upon not less~~ any date (the "Optional Call Payment Date") established by the Company, which in no event shall be more than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or days after the ~~date of the Indenture. In the case of any redemption of Securities~~Optional Call Date, ~~interest installments whose Stated Maturity is on or prior~~ to ~~the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities,~~ holders of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption tenth business day following such Optional Call Date. In the event ~~of redemption or purchase pursuant~~ the Company exercises its optional right to an Offer to Purchase of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal amount of all call the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurson an Optional Call Date, the Company shall ~~be required~~ issue a press release on such date announcing such event, the Optional Call Payment Amount and the Optional Call Payment Date. As soon as practicable following such Optional Call Date, the Company shall give the Holder and the Trustee hereof notice that the Company has exercised its optional right to ~~make an Offer~~ call the Securities, the Optional Call Payment Amount and the Optional Call Payment Date; provided, however, such notice to ~~Purchase for all or a specified portion~~ Holders may, at the option of the ~~Securities~~Company, occur simultaneously with the payment of the Optional Call Payment Amount. ~~The Indenture contains provisions~~ Upon the consummation of a Total Disposition, the Company shall pay to the Holder hereof for ~~defeasance at any time~~ each VSR represented hereby an amount, if any, as determined by the Accounting Firm, equal to the lesser of (ax) the ~~entire indebtedness~~ excess, if any, of the ~~Company on this Security~~ Base Amount, determined as of the Total Disposition Payment Date over the Total Disposition Amount and (by) ~~certain restrictive covenants and the related Defaults and Events of Default, upon compliance~~ $3.25. Such determinations by the ~~Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the amendment thereof~~ Accounting Firm and ~~the modification of the rights~~ any Independent Financial Expert absent manifest error shall be final and ~~obligations of~~ binding on the Company and the ~~rights of~~ Holder. Such payment shall be made on any date (the ~~Holders under the Indenture at any time~~ "Total Disposition Payment Date") established by the Company, which in no event shall be more than 30 days after the date on which the Total Disposition was consummated. As soon as practicable following a Total Disposition, the Company shall give the Holder and the ~~Trustees with~~ Trustee hereof notice of such Total Disposition and the ~~consent~~ Total Disposition Payment Date. Upon the occurrence and during the continuance of an Event of Default, either the Trustee or the Holders of not less than ~~a majority in aggregate principal amount~~ 25% of the Securities outstanding, by delivery of a written notice to the Company (and to the Trustee if given by the Holders), may declare the Securities to be due and payable immediately, and upon any such declaration the Company shall pay to each Holder for each VSR held by such Holder the Default Payment Amount with interest at the ~~time Outstanding~~Default Interest Rate from the Default Payment Date through the date payment is made or duly provided for. In the event that it is determined that no amount is payable on the VSRs to the Holder on an Optional Call Date, the Maturity Date, the Default Payment Date or the Total Disposition Payment Date, as the case may be, the Company shall give to the Holder and the Trustee notice of such determination. Upon making such determination, absent manifest error this VSR Certificate shall terminate and become null and void and the Holder hereof shall have no further rights with respect hereto. The ~~Indenture also contains provisions permitting~~ failure to give such notice or any defect therein shall not affect the ~~Holders~~ validity of ~~specified percentages in aggregate principal amount~~ such determination. Upon the occurrence of a Redemption Event, the VSRs represented by this VSR Certificate may be redeemed at the option of the ~~Securities~~ Company in whole (but not in part) at a redemption price, payable in cash, equal to the ~~time Outstanding, on behalf~~ lesser of (x) 115% of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premiumexcess, if any~~) and interest on this Security 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the ~~Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument~~ Base Amount determined as of ~~transfer in form satisfactory~~ the fifth Business Day prior to the ~~Company and~~ date notices of redemption are mailed to Holders (the ~~Security Registrar duly executed by,~~ date of such mailing is referred to herein as the ~~Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities,~~ "Redemption Notice Date") over the 30-Day Average Market Price determined as of ~~authorized denominations and for~~ the ~~same aggregate principal amount, will be issued~~ fifth Business Day prior to the ~~designated transferee or transferees. As provided for in~~ Redemption Notice Date and (y) $3.25 (the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES"Redemption Price").

Appears in 1 contract

Sources: Value Support Rights Agreement (Mafco Consolidated Group Inc)

Form of Reverse of Security. This ~~Security~~ VSR Certificate is ~~one of a duly authorized issue of securities of the Company designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009 (the "Securities"), which may be~~ issued under ~~an indenture (~~and in accordance with the ~~"Indenture")~~ Value Support Rights Agreement, dated as of October 6[ ], ~~2004~~1996 (the "Agreement"), ~~among~~ between the Company and American Stock Transfer & Trust Company, as ~~issuer, JPMorgan Chase Bank, as U.S.~~ trustee (the "~~U.S.~~ Trustee", ," which term includes any successor Trustee under the ~~Indenture~~Agreement), and ~~CIBC Mellon Trust Company~~is subject to the terms and provisions contained in the Agreement, ~~as Canadian trustee (~~to all of which terms and provisions the ~~"Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees"~~ Holder of this VSR Certificate consents by acceptance hereof. The Agreement is hereby incorporated herein by reference and ~~each~~ made a ~~"Trustee") to which Indenture and all indentures supplemental thereto reference~~ part hereof. Reference is hereby made to the Agreement for a full statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the ~~Trustees~~ Trustee and the Holders of the ~~Securities, and of~~ VSRs. Capitalized terms not otherwise defined shall have the terms upon which the Securities are, and are to be, authenticated and delivered. Except as otherwise provided in Section 314 of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests meanings set forth in the ~~Securities who hold their interests through DTC and who have not otherwise elected~~ Agreement. Unless the right to receive ~~Canadian dollars~~ payment hereunder previously has been satisfied in ~~accordance~~ connection with ~~the Applicable Procedures~~ an Optional Call Date, a Total Disposition, an Event of ~~DTC~~Default or a Redemption Event as provided below, the ~~principal of~~ Company shall pay to the Holder hereof on January 1, 1999 (~~premium~~the "Maturity Date"), for each VSR represented hereby an amount, if any, as determined by an independent "big six" accounting firm (other than the accounting firm or firms serving as the principal auditors for the Company or PCT) selected by the Company (the "Accounting Firm"), equal to the lesser of (x) the excess, if any, of the Base Amount determined as of such date, over the 30-Day Average Market Price determined as of such date and ~~interest~~ (y) $3.25. Such determinations by the Accounting Firm absent manifest error shall be final and binding on the ~~Securities,~~ Company and the ~~purchase price payable under~~ Holders. Upon an ~~Offer to Purchase~~Optional Call Date, ~~if applicable~~the Company may, ~~will be paid~~ in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will its sole discretion, pay to the ~~Holders such Additional Amounts~~ Holder hereof for each VSR represented hereby an amount, as ~~may become~~ determined by the Accounting Firm, payable ~~under Section 1016~~ in cash equal to the lesser of (x) the excess, if any, of the ~~Indenture. At any time~~ Base Amount determined as of an Optional Call Date, over the 30-Day Average Market Price determined as of such date and ~~from time to time~~(y) $3.25; provided, ~~on or prior to October 15~~however, ~~2007,~~ such amount (the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption "Optional Call Payment Amount") shall in no event be less than $0.50 if such Optional Call Date ~~(subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that~~ is on or prior to ~~the Redemption Date); provided~~January 1, ~~however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held~~ 1998. Such determinations by the Accounting Firm absent manifest error shall be final and binding on the Company ~~or any of its Affiliates)~~and the Holders. ~~Any such redemption~~ Such payment shall be made on ~~a Redemption Date within 90 days of such Equity Offering upon not less~~ any date (the "Optional Call Payment Date") established by the Company, which in no event shall be more than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or days after the ~~date of the Indenture. In the case of any redemption of Securities~~Optional Call Date, ~~interest installments whose Stated Maturity is on or prior~~ to ~~the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities,~~ holders of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption tenth business day following such Optional Call Date. In the event ~~of redemption or purchase pursuant~~ the Company exercises its optional right to an Offer to Purchase of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal amount of all call the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurson an Optional Call Date, the Company shall ~~be required~~ issue a press release on such date announcing such event, the Optional Call Payment Amount and the Optional Call Payment Date. As soon as practicable following such Optional Call Date, the Company shall give the Holder and the Trustee hereof notice that the Company has exercised its optional right to ~~make an Offer~~ call the Securities, the Optional Call Payment Amount and the Optional Call Payment Date; provided, however, such notice to ~~Purchase for all or a specified portion~~ Holders may, at the option of the ~~Securities~~Company, occur simultaneously with the payment of the Optional Call Payment Amount. ~~The Indenture contains provisions~~ Upon the consummation of a Total Disposition, the Company shall pay to the Holder hereof for ~~defeasance at any time~~ each VSR represented hereby an amount, if any, as determined by the Accounting Firm, equal to the lesser of (ax) the ~~entire indebtedness~~ excess, if any, of the ~~Company on this Security~~ Base Amount, determined as of the Total Disposition Payment Date over the Total Disposition Amount and (by) ~~certain restrictive covenants and the related Defaults and Events of Default, upon compliance~~ $3.25. Such determinations by the ~~Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the amendment thereof~~ Accounting Firm and ~~the modification of the rights~~ any Independent Financial Expert absent manifest error shall be final and ~~obligations of~~ binding on the Company and the ~~rights of~~ Holder. Such payment shall be made on any date (the ~~Holders under the Indenture at any time~~ "Total Disposition Payment Date") established by the Company, which in no event shall be more than 30 days after the date on which the Total Disposition was consummated. As soon as practicable following a Total Disposition, the Company shall give the Holder and the ~~Trustees with~~ Trustee hereof notice of such Total Disposition and the ~~consent~~ Total Disposition Payment Date. Upon the occurrence and during the continuance of an Event of Default, either the Trustee or the Holders of not less than ~~a majority in aggregate principal amount~~ 25% of the Securities outstanding, by delivery of a written notice to the Company (and to the Trustee if given by the Holders), may declare the Securities to be due and payable immediately, and upon any such declaration the Company shall pay to each Holder for each VSR held by such Holder the Default Payment Amount with interest at the ~~time Outstanding~~Default Interest Rate from the Default Payment Date through the date payment is made or duly provided for. In the event that it is determined that no amount is payable on the VSRs to the Holder on an Optional Call Date, the Maturity Date, the Default Payment Date or the Total Disposition Payment Date, as the case may be, the Company shall give to the Holder and the Trustee notice of such determination. Upon making such determination, absent manifest error this VSR Certificate shall terminate and become null and void and the Holder hereof shall have no further rights with respect hereto. The ~~Indenture also contains provisions permitting~~ failure to give such notice or any defect therein shall not affect the ~~Holders~~ validity of ~~specified percentages in aggregate principal amount~~ such determination. Upon the occurrence of a Redemption Event, the VSRs represented by this VSR Certificate may be redeemed at the option of the ~~Securities~~ Company in whole (but not in part) at a redemption price, payable in cash, equal to the ~~time Outstanding, on behalf~~ lesser of (x) 115% of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premiumexcess, if any~~) and interest on this Security 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the ~~Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument~~ Base Amount determined as of ~~transfer in form satisfactory~~ the fifth Business Day prior to the ~~Company and~~ date notices of redemption are mailed to Holders (the ~~Security Registrar duly executed by,~~ date of such mailing is referred to herein as the ~~Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities,~~ "Redemption Notice Date") over the 30-Day Average Market Price determined as of ~~authorized denominations and for~~ the ~~same aggregate principal amount, will be issued~~ fifth Business Day prior to the ~~designated transferee or transferees. As provided for in~~ Redemption Notice Date and (y) $3.25 (the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES"Redemption Price").

Appears in 1 contract

Sources: Stock and VSR Purchase Agreement (Mafco Consolidated Group Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Company~~ Corporation designated as its ~~6.875~~8 7/8% ~~Senior [Exchange]* Notes due October~~ Junior Subordinated Deferrable Interest Debentures, Series C, Due March 15, ~~2009~~ 2027 (herein called the "Securities"), ~~which may~~ limited in aggregate principal amount to $206,186,000 issued and to be issued under ~~an indenture~~ a Junior Subordinated Indenture, dated as of March 12, 1997 (herein called the "Indenture"~~) dated as~~ ), between the Corporation and The Bank of ~~October 6, 2004, among the Company~~New York, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee"), which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the ~~Company~~Trustee, the ~~Trustees~~ Corporation and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests~~ or in the ~~Securities who hold their interests through DTC~~ Amended and ~~who have not otherwise elected to receive Canadian dollars in accordance with~~ Restated Trust Agreement, dated as of March 12, 1997, as amended (the ~~Applicable Procedures of DTC~~"Trust Agreement"), ~~the principal of (premium~~for ▇▇▇▇▇ Capital II, ~~if any) and interest on the Securities~~entered into among ▇▇▇▇▇ National Corporation, as Depositor, and the ~~purchase price payable under an Offer~~ Trustees named therein and the Holders from time to ~~Purchase~~time thereunder, ~~if applicable~~shall have the meanings assigned to them in the Indenture or the Trust Agreement, ~~will be paid~~ as the case may be. In the case of conflict between the Indenture and the Trust Agreement, the meanings assigned in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankthe Indenture shall apply. The ~~Company will pay~~ Corporation may, at its option, on or after March 15, 2007, subject to the ~~Holders such Additional Amounts as may become payable~~ Corporation having received prior approval of the Federal Reserve if then required under ~~Section 1016~~ applicable capital guidelines or policies and subject to the terms and conditions of Article XI of the Indenture~~. At~~ , redeem this Security in whole at any time ~~and~~ or in part from time to time, ~~on or prior to October 15, 2007,~~ at the ~~Company may redeem up to a maximum of 35%~~ following Redemption Prices (expressed as percentages of the ~~original aggregate~~ principal ~~amount~~ amount), plus, in each case, accrued interest thereon to the date of redemption. If redeemed during the twelve-month period beginning March 15 in the year indicated, Date Redemption Price ---- ---------------- 2007 104.438% 2008 103.994% 2009 103.550% 2010 103.106% 2011 102.663% 2012 102.219% 2013 101.775% 2014 101.331% 2015 100.888% 2016 100.444% 2017 and thereafter 100.000% If a Tax Event occurs and is continuing and (i) in the opinion of counsel to the Corporation experienced in such matters, there would in all cases, after effecting the termination of ▇▇▇▇▇ Capital II and the distribution of the Securities ~~with~~ to the ~~proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875%~~ holders of the ~~principal amount thereof~~Preferred Securities in exchange therefor upon liquidation of ▇▇▇▇▇ Capital II, ~~plus accrued and unpaid interest~~ as contemplated by Section 9.2 of the Trust Agreement, be more than an insubstantial risk that an Adverse Tax Consequence would continue to ~~but excluding~~ exist, or; (ii) the ~~Redemption Date (subject to~~ Securities are not held by the Property Trustee, then the Corporation shall have the right ~~of holders of record on~~ (a) to shorten the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount Stated Maturity of the Securities ~~remains outstanding~~ to the minimum extent required, but in any event to a date not earlier than March 12, 2012 (~~excluding~~ the action referred to in this clause (a) being referred to herein as a "Maturity Advancement"), such that, in the opinion of counsel to the Corporation experienced in such matters, after effecting an Maturity Advancement, interest paid on the Securities ~~held by~~ would be deductible for United States federal income tax purposes, or (b) if in the ~~Company or any~~ opinion of ~~its Affiliates). Any~~ counsel to the Corporation experienced in such ~~redemption shall~~ matters, there would in all cases, after effecting a Maturity Advancement be ~~made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor~~ more than ~~60 days' prior notice~~an insubstantial risk that an Adverse Tax Consequence would continue to exist, to redeem the Securities, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, whole but not in part, at any time within 90 days following the ~~option~~ occurrence of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Tax Event at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to ~~but excluding~~ the Redemption ~~Date in~~ Date. If a Capital Treatment Event occurs and is continuing, the ~~event~~ Corporation shall have the ~~Company has become or would become obligated~~ right to ~~pay, on the next date on which any amount would be payable under or with respect to~~ redeem the Securities, in whole but not in part, at any ~~Additional Amounts as~~ time within 90 days following the occurrence of the Capital Treatment Event at a ~~result of any change or amendment~~ redemption price equal to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by Make-Whole Amount plus accrued and unpaid interest on the ~~relevant taxing authority which change or amendment is announced or becomes effective on or after~~ Securities to the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) fixed for ~~whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date~~redemption. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. ~~If an Event~~ This Security and the obligations represented hereby are not senior or superior in right of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available payment to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the SecuritiesSeries A Subordinated Debentures but rank pari passu therewith. The Indenture contains provisions for ~~defeasance at any time~~ satisfaction and discharge of ~~(a)~~ the entire indebtedness of ~~the Company on~~ this Security ~~and (b) certain restrictive covenants and the related Defaults and Events of Default,~~ upon compliance by the ~~Company~~ Corporation with certain conditions set forth ~~therein, which provisions apply to this Security~~in the Indenture. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Corporation and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the ~~Company~~ Corporation and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the Outstanding Securities ~~at the time Outstanding~~to be affected by such supplemental indenture. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the Securities at the time Outstanding, on behalf of the Holders of all ~~the~~ Securities, to waive compliance by the ~~Company~~ Corporation with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may declare the principal amount of all the Securities to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders), provided that, so long as the Securities are held by the Property Trustee, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities fails to declare the principal of all the Securities to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities of ▇▇▇▇▇ Capital II then outstanding shall have such right by a notice in writing to the Corporation and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XII of the Indenture. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the ~~Company~~Corporation, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, ~~place,~~ place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to ~~certain~~ the limitations therein set forth, the transfer of this Security is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the ~~Company~~ Corporation maintained ~~for such purpose,~~ under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the ~~Company~~ Corporation and the ~~Security~~ Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. ~~As provided~~ No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in ~~the Indenture~~connection therewith. Prior to due presentment of this Security for registration of transfer, the ~~Company may~~Corporation, ~~subject to certain limitations~~the Trustee and any agent of the Corporation or the Trustee shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, ~~from time to time~~whether or not this Security be overdue, ~~without~~ and neither the Corporation, the Trustee nor any such agent shall be affected by notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificatecontrary. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral ~~multiple~~ multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. ~~No service charge shall be made for any registration of transfer or exchange or redemption of Securities~~The Corporation and, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment by its acceptance of this Security ~~for registration of transfer~~or a beneficial interest therein, the ~~Company~~Holder of, ~~the Trustees~~ and any ~~agent of the Company or the Trustees may treat the~~ Person ~~in whose name~~ that acquires a beneficial interest in, this Security agree that for United States federal, state and local tax purposes it is ~~registered on the Security Register as the owner hereof for all purposes, whether or not~~ intended that this Security ~~be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary~~constitute indebtedness. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ~~TRUSTEE'S CERTIFICATE~~ THE STATE OF ~~AUTHENTICATION. TRUSTEE'S CERTIFICATE~~ NEW YORK WITHOUT REGARD TO THE CONFLICT OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESLAW PRINCIPLES THEREOF.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Riggs Capital Ii)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Junior Subordinated Indenture") , dated as of ~~October 6~~March 20, ~~2004~~2007 (the “Indenture”), ~~among~~ between the Company and The Bank of New York Trust Company, ~~as issuer, JPMorgan Chase Bank~~National Association, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees and~~ Trustee, the holders of Senior Debt, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests~~ or in the ~~Securities who hold their interests through DTC~~ Amended and ~~who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures~~ Restated Trust Agreement, dated as of ~~DTC~~March 20, ~~the principal of~~ 2007 (~~premium~~as modified, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and amended or supplemented from time to time, ~~on or prior~~ the “Trust Agreement”), relating to ~~October 15~~the Crystal River Preferred Trust I (the “Trust”) among the Company, ~~2007~~as Depositor, the ~~Company may redeem up~~ Trustees named therein and the Holders from time to ~~a maximum of 35%~~ time of the ~~original aggregate principal amount~~ Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities ~~with~~ (unless a shorter notice period shall be satisfactory to the ~~proceeds~~ Trustee) on or after April 30, 2012, and subject to the terms and conditions of ~~one~~ Article XI of the Indenture, redeem this Security in whole at any time or ~~more Equity Offerings,~~ in part from time to time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof (or of the redeemed portion, ~~plus accrued and unpaid interest to but excluding~~ as applicable), together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Special Event prior to April 30, 2012, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers (i) to the Company, (ii) to “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)), (iii) outside the United States in an offshore transaction in accordance with Regulation S under the Securities Act, (iv) pursuant to an effective registration statement under the Securities Act or (v) pursuant to another exemption from registration under the Securities Act and, in the case of clauses (ii), (iii), (iv) or (v), only to a person whom the Company reasonably believes is a “Qualified Purchaser” (as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended) and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness. This Security shall be ~~governed by,~~ construed and ~~construed~~ enforced in accordance ~~with,~~ with and governed by the laws of the State of New York~~. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned~~ , without reference to ~~them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION~~ its conflict of laws provisions (~~Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one~~ other than section 5-1401 of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESGeneral Obligations Law).

Appears in 1 contract

Sources: Junior Subordinated Indenture (Crystal River Capital, Inc.)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the Company designated as its ~~6.875~~6.25% Senior [Exchange]* Putable/Callable Notes due ~~October 15~~May 1, ~~2009~~ 2018, Putable/Callable May 1, 2003 (herein called the "Securities"), ~~which may~~ limited in aggregate principal amount to $100 million, issued and to be issued under an ~~indenture~~ Indenture, dated as of May 11, 1998 (herein called the "Indenture"~~) dated as of October 6~~), ~~2004, among~~ between the ~~Company, as issuer, JPMorgan~~ Company and The Chase Manhattan Bank, as ~~U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314 of the Indenture for payments of United States Dollars~~ The Securities will bear interest, payable on each Interest Payment Date to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the ~~relevant record date to receive interest due on an interest payment date that is on~~ fifteenth calendar day (whether or ~~prior to the Redemption~~ not a Business Day) immediately preceding such Interest Payment Date~~); provided, however, that after giving effect to any such redemption~~, at ~~least 65~~6.25% of per annum until May 1, 2003 (the ~~original aggregate principal amount of the Securities remains outstanding~~ "Coupon Reset Date"), whereupon (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than x) if all of the Securities are purchased on such date by the Callholder pursuant to ~~be redeemed~~its Call Option, the ~~Trustees~~ Securities shall ~~select~~ bear interest from and including the Coupon Reset Date to, but excluding, May 1, 2018 (the "Final Maturity Date") at the Coupon Reset Rate determined in accordance with the Coupon Reset Process described in the Indenture, or (y) the Securities to shall be redeemed by ~~such method as~~ the ~~Trustees shall deem fair and appropriate~~Company pursuant to the exercise of the Put Option by the Trustee on behalf of the Holders of the Securities. The ~~--------- * Include only for Exchange Securities. Trustees~~ Callholder may ~~select for redemption~~ call the Securities ~~and portions~~ (the "Call Option") by notifying the Trustee by 4:00 p.m., New York time, on the day that is fifteen calendar days prior to the Coupon Reset Date of ~~Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject~~ its intention to ~~redemption as a whole~~purchase all, but not ~~in part~~less than all, ~~at the option~~ of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of~~ Securities ~~to be redeemed at such Holder's address appearing in the Security Register~~ at a ~~redemption~~ price equal to 100% of the principal amount ~~plus accrued interest to but excluding~~ of the ~~Redemption Date in the event the Company has become or would become obligated to pay,~~ Securities on the ~~next date on which any amount would be payable under or with respect to~~ Coupon Reset Date. If the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made Call Option terminates in accordance with the ~~Indenture shall cease~~ terms of the Indenture, then the Trustee is obliged, without any further action by any holder of Securities or any owner of any beneficial interest therein, to ~~bear interest from~~ exercise on behalf of such Holders their right to require the Company to repurchase the Securities at a price equal to 100% of the principal amount of the Securities on the Coupon Reset Date (the "Put Option"). Except for the exercise of the Call Option and/or the Put Option, the Securities are not redeemable prior to maturity and ~~after~~ do not have the ~~Redemption Date~~benefit of a sinking fund. [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- In the event of ~~redemption~~ a deposit or ~~purchase pursuant to~~ withdrawal of an ~~Offer to Purchase~~ interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, ~~a new Security or Securities for~~ the ~~unredeemed portion hereof shall be issued in the name~~ Trustee, as custodian of the ~~Holder hereof upon the cancellation hereof. If~~ Depositary, shall make an ~~Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable~~ adjustment on its records to reflect such deposit or withdrawal in ~~the manner and~~ accordance with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion rules and procedures of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 under the Indenture at any time by the Company and the Trustees with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESDepositary.]

Appears in 1 contract

Sources: Indenture (Avon Products Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the ~~Company~~ Company, designated as its ~~6.875~~1 5/8% Convertible Senior [Exchange]* Notes due ~~October 15,~~ 2009 (herein called the "Securities"), ~~which may~~ all issued or to be issued under and pursuant to an ~~indenture~~ Indenture dated as of December 11, 2002 (herein called the "Indenture"~~) dated as of October 6, 2004, among the Company, as issuer, JPMorgan Chase Bank, as U.S. trustee (the "U.S. Trustee", which term includes any successor under the Indenture~~), between the Company and ~~CIBC Mellon~~ State Street Bank and Trust ~~Company, as Canadian trustee~~ Company (herein called the ~~"Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a~~ "Trustee") ), to which Indenture and all indentures supplemental thereto reference is hereby made for a ~~statement~~ description of the ~~respective~~ rights, limitations of rights, ~~duties~~obligations, ~~obligations~~ duties and immunities thereunder of the ~~Company~~Trustee, the ~~Trustees~~ Company and the Holders of the Securities, . The indebtedness evidenced by the Securities is unsecured and unsubordinated indebtedness of the ~~terms upon which~~ Company and ranks equally with the ~~Securities are,~~ Company's other unsecured and ~~are to be, authenticated and delivered~~unsubordinated indebtedness. ~~Except as otherwise provided in Section 314~~ Purchase By the Company at the Option of the ~~Indenture for payments~~ Holder. At the option of ~~United States Dollars to certain Holders, on behalf of owners of beneficial interests in~~ the ~~Securities who hold their interests through DTC~~ Holder and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay subject to the ~~Holders such Additional Amounts as may become payable under Section 1016~~ terms and conditions of the Indenture~~. At any time and from time to time, on or prior to October 15, 2007~~, the Company ~~may redeem up~~ shall become obligated to repurchase the Securities if a ~~maximum of 35~~Fundamental Change occurs at any time prior to December 15, 2009 at 100% of the ~~original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof,~~ Principal Amount plus accrued and unpaid interest to and Additional Amounts, if any, to, but ~~excluding~~ excluding, the ~~Redemption~~ Fundamental Change Repurchase Date (~~subject~~ the "Fundamental Change Repurchase Price"), which Fundamental Change Repurchase Price shall be paid in cash. Holders have the right to withdraw any Fundamental Change Repurchase Notice by delivering to the ~~right~~ Paying Agent a written notice of ~~holders of record on~~ withdrawal in accordance with the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date provisions of the Indenture. In If cash sufficient to pay the ~~case~~ Fundamental Change Repurchase Price of ~~any redemption of Securities~~all Securities or portions thereof to be purchased on a Fundamental Change Repurchase Date is deposited with the Paying Agent on the Business Day following the Fundamental Change Repurchase Date, interest ~~installments whose Stated Maturity is~~ will cease to accrue on ~~or prior to the Redemption Date will be payable to the Holders of~~ such ~~Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof.~~ Securities (or portions thereof) ~~for whose redemption~~ immediately after such Fundamental Change Repurchase Date, and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder ~~hereof upon~~ thereof shall have no other rights as such (other than the ~~cancellation hereof. If an Event of Default shall occur and be continuing,~~ right to receive the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Fundamental Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 under the Indenture at any time by the Company and the Trustees with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on the Security Register, Repurchase Price upon surrender of ~~this Security for registration of transfer at any office or agency of the Company maintained for~~ such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity).

Appears in 1 contract

Sources: Indenture (Computer Associates International Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Company designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ Companies (the "“Securities"”), ~~which may~~ issued and to be issued in one or more series under an ~~indenture (the "~~Indenture") , dated as of ~~October 6, 2004~~[•] (the “Indenture,” which term shall have the meaning assigned to it in such instrument), among the ~~Company~~Companies , Genpact Limited, a Bermuda exempted company (“Parent”), and ▇▇▇▇▇ Fargo Bank, National Association, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and ~~CIBC Mellon Trust Company, as Canadian trustee (~~reference is hereby made to the ~~"Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which~~ Indenture and all indentures supplemental thereto ~~reference is hereby made~~ for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the ~~Company~~Companies, Parent, the ~~Trustees~~ Trustee and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314~~ This Security is one of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest series designated on the ~~Securities, and the purchase price payable under an Offer to Purchase,~~ face hereof [if applicable, ~~will be paid~~ insert—, limited in ~~Canadian Dollars~~aggregate principal amount to $ ]. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. [If applicable, insert—At any time and from time to time, on the Companies shall have the right to redeem the Securities, in whole or ~~prior~~ in part, at their option, at a redemption price equal to ~~October 15, 2007,~~ the ~~Company may redeem up to a maximum of 35~~greater of: (i) 100% of the ~~original aggregate~~ principal amount of the Securities ~~with~~ to be redeemed; and (ii) the ~~proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875%~~ sum of the present value of the remaining scheduled payments of principal ~~amount thereof~~and interest thereon in respect of the Securities to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus basis points, plus accrued and unpaid ~~interest to~~ interest, if any, on the amount being redeemed to, but ~~excluding~~ excluding, the ~~Redemption Date~~ date of redemption (subject to the right of ~~holders~~ Holders of record on the relevant ~~record date~~ Record Date to receive interest due on ~~an interest payment date that is on or prior to~~ the ~~Redemption~~ relevant Interest Payment Date)~~; provided~~.] [If applicable, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. insert—The Securities ~~do not have the benefit~~ of ~~sinking fund obligations. The Securities will also be~~ this series are subject to redemption ~~as a whole~~upon not fewer than [if applicable, ~~but not~~ insert—10] days’ notice, (1) on in ~~part, at~~ any year commencing with the ~~option~~ year and ending with the year through operation of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ sinking fund for this series at a ~~redemption price~~ Redemption Price equal to 100% of the principal ~~amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay~~amount, ~~on the next date on which~~ and (2)] at any ~~amount would be payable under or with respect to the Securities~~time [if applicable, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective insert—on or after , 20 ], as a whole or in part, at the ~~date~~ election of the ~~Indenture. In~~ Companies, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert—on or before , %, and if redeemed] during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption [if applicable, insert—(whether through operation of ~~Securities~~the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to ~~the~~ such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record ~~Date~~ Dates referred to on the face hereof. , all as provided in the Indenture.] Year Redemption Price Year Redemption Price [If applicable, insert—The Securities of this series are subject to redemption upon not less than [if applicable, insert—- 10] days’ notice, (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert—on or ~~portions thereof~~after ], as a whole or in part, at the election of the Companies, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) ~~for~~ set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose ~~redemption and payment provision~~ Stated Maturity is ~~made~~ on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert—Notwithstanding the foregoing, the Companies may not, prior to , redeem any Securities of this series as contemplated by [if applicable, insert—Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Companies (calculated in accordance with generally accepted financial practice) of less than % per annum.] [If applicable, insert—The sinking fund for this series provides for the ~~Indenture shall cease~~ redemption on in each year beginning with the year and ending with the year of [if applicable, insert—not less than $ (“mandatory sinking fund”) and not more than] $ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Companies otherwise than through [if applicable, insert—mandatory] sinking fund payments may be credited against subsequent [if applicable, insert—mandatory] sinking fund payments otherwise required to ~~bear interest from and after~~ be made [if applicable, insert—, in the ~~Redemption Date.~~ inverse order in which they become due].] [If the Security is subject to redemption of any kind, insert—In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. .] [If applicable, insert—The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert—If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert—If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of ~~all~~ principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. ~~The Indenture provides that, subject to certain conditions, if~~ Such amount shall be equal to—insert formula for determining the amount. Upon payment (i) ~~certain Net Available Proceeds are available to~~ of the ~~Company as a result~~ amount of ~~Asset Dispositions or~~ principal so declared due and payable and (ii) ~~a Change~~ of ~~Control Triggering Event occurs~~interest on any overdue principal, premium and interest (in each case to the ~~Company~~ extent that the payment of such interest shall be ~~required to make an Offer to Purchase for~~ legally enforceable), all ~~or a specified portion~~ of the ~~Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness~~ Companies’ obligations in respect of the ~~Company~~ payment of the principal of and premium and interest, if any, on the Securities of this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the ~~Company~~ Companies and Parent and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the ~~Company~~ Companies, Parent and the ~~Trustees~~ Trustee with the consent of the Holders of ~~not less~~ more than ~~a majority~~ 50% in ~~aggregate~~ principal amount of the Securities at the time ~~Outstanding~~Outstanding of each series to be affected, voting as a single class. The Indenture also contains provisions permitting the Holders of specified percentages in ~~aggregate~~ principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all ~~the Securities~~Securities of such series, to waive compliance by the ~~Company~~ Companies and Parent with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to the Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the ~~Company~~Companies, which is absolute and unconditional, to pay the principal of (and ~~premium, if any)~~ any premium and interest on this Security at the times, ~~place,~~ 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 Security is registrable on in the Security Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the ~~Company maintained for such purpose~~Companies in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the ~~Company~~ Companies and the Security Registrar duly executed by, the Holder hereof or ~~his~~ its attorney duly authorized in writing, and thereupon one or more ~~replacement Securities~~new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities of this series are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the ~~Company~~ Companies may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection therewith. If at any time the Depositary for any permanent Global Securities of any series notifies the Companies that it is unwilling or unable to continue as Depositary for such permanent Global Securities or if at any time the Depositary for such permanent Global Securities shall no longer be eligible to so continue under applicable law, the Companies shall appoint a successor Depositary eligible under applicable law with respect to such permanent Global Securities. If a successor Depositary eligible under applicable law for such Securities is not appointed by the Companies within 90 days after the Companies receive such notice or become aware of such ineligibility or if there has occurred and is continuing an Event of Default with respect to the Securities of any ~~registration~~ series, the Companies will execute, and the Trustee, upon receipt of ~~transfer or exchange~~the Company Order for the authentication and delivery of definitive Securities of such series and tenor, will authenticate and deliver such definitive Securities of such series and tenor, in any authorized denominations, in an aggregate principal amount equal to the principal amount of such permanent Global Securities, in exchange for such Global Securities. Prior to ~~the time of~~ due presentment of this Security for registration of transfer, the ~~Company~~Companies, the ~~Trustees~~ Trustee and any agent of the ~~Company~~ Companies or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the ~~Company~~Companies, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. This Security shall be ~~governed by, and construed in accordance with,~~ deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State, without regard to conflict of laws principles thereof. All terms used in this Security ~~which are not otherwise defined herein and~~ which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES.

Appears in 1 contract

Sources: Indenture (Genpact LTD)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company designated as its ~~6.875~~9 3/8% Senior [Exchange]* Subordinated Notes due ~~October 15~~2010, ~~2009~~ Series ___ (herein called the "Series ___ Securities" and, together with the Series ___ Securities, the "Securities"), limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $300,000,000 at any time Outstanding, which may be issued under an indenture (herein called the "Indenture") dated as of ~~October 6~~September 26, ~~2004~~2000, ~~among~~ between the ~~Company, as issuer, JPMorgan Chase Bank, as U.S. trustee~~ Company and State Street Bank and Trust Company (herein called the "~~U.S.~~ Trustee", ," which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, any Subsidiary Guarantors party thereto, the ~~Trustees~~ Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise~~ The Indebtedness evidenced by the Securities is, to the extent and in the manner provided in ~~Section 314~~ the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness (as defined in the Indenture) and this Security is issued subject to such provisions. Each Holder of this Security, by accepting the same, (i) agrees to and shall be bound by such provisions, (ii) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (iii) appoints the Trustee as his attorney-in-fact for such purpose. The Securities are subject to redemption, at the option of the ~~Indenture for payments~~ Company, in whole or in part, at any time on or after October 1, 2005, upon not less than 30 or more than 60 days' notice at the following Redemption Prices (expressed as percentages of ~~United States Dollars to certain Holders~~principal amount) set forth below if redeemed during the 12-month period beginning October 1, ~~on behalf~~ of ~~owners of beneficial interests~~ the years indicated below: Redemption Year Price ---- ----- 2005................................................. 104.6875 2006................................................. 103.1250 2007................................................. 101.5625 2008 and thereafter.................................. 100.000% together in the ~~Securities who hold their interests through DTC~~ case of any such redemption with accrued and ~~who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium~~unpaid interest, if any~~) and interest on the Securities~~, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the ~~Holders such Additional Amounts~~ Redemption Date, all as ~~may become payable under Section 1016 of~~ provided in the Indenture. At Notwithstanding the foregoing, prior to October 1, 2003 the Company may, at any time ~~and~~ or from time to time, ~~on or prior to October 15, 2007, the Company may~~ redeem up to ~~a maximum of 35~~33 1/3% of the ~~original~~ aggregate principal amount of the Securities ~~with the proceeds of one or more Equity Offerings~~originally issued (excluding, for this purpose, any Securities issued in exchange for Series A Securities) at a Redemption Price ~~equal to 106.875~~of 109.375% of the principal amount thereof, plus accrued and unpaid ~~interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior~~ interest, if any, to the Redemption Date~~); provided~~, ~~however~~with the net proceeds of one or more Equity Offerings of the Company, provided that ~~after giving effect to any such redemption,~~ at least 6566 2/3% of the ~~original~~ aggregate principal amount of the Securities originally issued (excluding, for this purpose, any Series B Securities issued in exchange for Series A Securities) remains ~~outstanding (excluding Securities held by~~ Outstanding after the ~~Company or any~~ occurrence of ~~its Affiliates). Any~~ such redemption and provided, further, that such redemption shall ~~be made on a Redemption Date within~~ occur not later than 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the ~~Indenture~~closing of any such Equity Offering. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to ~~the~~ Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. The Securities do not have the benefit of any mandatory redemption or sinking fund obligations. In the event of ~~redemption~~ a Change of Control of the Company, and subject to certain conditions and limitations provided in the Indenture, the Company will be obligated to make an offer to purchase, on a Business Day not more than 60 or less than 30 days following the mailing of a notice of the occurrence of a Change of Control of the Company, all of the then Outstanding Securities at a purchase ~~pursuant~~ price equal to an 101% of the principal amount thereof, together with accrued and unpaid interest to the Change of Control Purchase Date, all as provided in the Indenture. In the event of Asset Sales, under certain circumstances, the Company will be obligated to make a Net Proceeds Offer to ~~Purchase~~ purchase all or a specified portion of ~~this Security in part only~~each Holder's Securities at a purchase price equal to 100% of the principal amount of the Securities, ~~a new Security or~~ together with accrued and unpaid interest to the Net Proceeds Payment Date. Holders of Securities ~~for~~ that are the ~~unredeemed portion hereof shall be issued~~ subject of an offer to purchase their securities from the Company may elect to have such Securities purchased by completing the form entitled "Option of Holder to Elect Purchase" below. As set forth in the ~~name of the Holder hereof upon the cancellation hereof. If~~ Indenture, an Event of Default ~~shall occur~~ is generally (i) failure to pay principal upon maturity, redemption or otherwise (including pursuant to a Change of Control Offer or a Net Proceeds Offer); (ii) default for 30 days in payment of interest on any of the Securities; (iii) default in the performance of agreements relating to mergers, consolidations and sales of all or substantially all assets or the failure to make or consummate a Change of Control Offer or a Net Proceeds Offer; (iv) failure for 60 days after notice to comply with any other covenants in the Indenture, any Subsidiary Guarantee or the Securities; (v) certain payment defaults under, and the acceleration prior to the maturity of, certain Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount in excess of $10,000,000 (or $40,000,000 in the case of Non-Recourse Purchase Money Indebtedness); (vi) the failure of any Subsidiary Guarantee to be in full force and effect or otherwise to be enforceable (except as permitted by the Indenture); (vii) certain final judgments or orders against the Company or any Restricted Subsidiary in an aggregate amount of more than $10,000,000 over the coverage under applicable insurance policies which remain unsatisfied and either become subject to commencement of enforcement proceedings or remain unstayed for a period of 60 days; and (viii) certain events of bankruptcy, insolvency or reorganization of the Company or any Material Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities may declare the principal amount of all the Securities ~~may~~ to be ~~declared~~ due and payable ~~in the manner and with the effect provided in the Indenture. The Indenture provides that~~immediately, ~~subject to certain conditions, if~~ except that (i) in the case of an Event of Default arising from certain ~~Net Available Proceeds are available to~~ events of bankruptcy, insolvency or reorganization of the Company ~~as a result~~ or any Material Subsidiary, the principal amount of ~~Asset Dispositions~~ the Securities will become due and payable immediately without further action or notice, and (ii) in the case of an Event of Default which relates to certain payment defaults or acceleration with respect to certain Indebtedness, any such Event of Default and any consequential acceleration of the Securities will be automatically rescinded if any such Indebtedness is repaid or if the default relating to such Indebtedness is cured or waived and if the holders thereof have accelerated such Indebtedness then such holders have rescinded their declaration of acceleration. No Holder may pursue any remedy under the Indenture unless the Trustee shall have failed to act after notice from such Holder of an Event of Default and written request by Holders of at least 25% in aggregate principal amount of the Outstanding Securities, and the offer to the Trustee of indemnity reasonably satisfactory to it; however, such provision does not affect the right to ▇▇▇ for enforcement of any overdue payment on a ~~Change~~ Security by the Holder thereof. Subject to certain limitations, Holders of ~~Control Triggering Event occurs~~a majority in aggregate principal amount of the Outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default (except default in payment of principal, premium or interest) if it determines in good faith that withholding the notice is in the interest of the Holders. The Company ~~shall be~~ is required to ~~make an Offer~~ file annual and quarterly reports with the Trustee as to ~~Purchase for all~~ the absence or ~~a specified portion~~ existence of ~~the Securities~~defaults. The Indenture contains provisions for (i) defeasance at any time of ~~(a)~~ the entire indebtedness of the Company on this Security and (bii) discharge from certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and any Subsidiary Guarantors and the rights of the Holders under the Indenture at any time by the ~~Company~~ Company, such Subsidiary Guarantors and the ~~Trustees~~ Trustee with the consent of the Holders of ~~not less than~~ a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. Without the consent of any Holder, the Company, any Subsidiary Guarantors and the Trustee may amend or supplement the Indenture or the Securities to cure any ambiguity, defect or inconsistency, to add or release any Subsidiary Guarantor pursuant to the Indenture, to provide for uncertificated Securities in addition to or in place of certificated Securities and to make certain other specified changes and other changes that do not adversely affect the interests of any Holder in any material respect. No reference herein to the Indenture and no provision of this Security 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, on) and interest on this Security 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 Security is ~~registrable~~ registerable on the Security ~~Register~~Register of the Company, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such ~~purpose,~~ purpose duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor and of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of like tenor and of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange ~~or redemption~~ of Securities, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection therewith. A director, officer, employee, incorporator, stockholder or Affiliate of the Company or any Subsidiary Guarantor, as such, past, present or future shall not have any personal liability under this Security or the Indenture by reason of his or its status as such director, officer, employee, incorporator, stockholder or Affiliate, or any liability for any obligations of the Company or any Subsidiary Guarantor under the Securities or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder, by accepting this Security with ~~any registration~~ the notation of ~~transfer or exchange~~Subsidiary Guarantee endorsed hereon, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of this Security with the notation of Subsidiary Guarantee endorsed hereon. Prior to the time of due presentment of this Security for registration of transfer, the Company, any Subsidiary Guarantors, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be is overdue, and ~~none of~~ neither the Company, any Subsidiary Guarantors, the ~~Trustees or~~ Trustee nor any agent shall be affected by notice to the contrary. ~~This Security shall be governed by, and construed in accordance with, the laws of the State of New York.~~ All terms used in this Security ~~which are not otherwise defined herein and~~ which are defined in the Indenture shall have the meanings assigned to them in the Indenture. ~~SECTION 205~~The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. ~~FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication~~ Requests may be ~~executed~~ made to the Company at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Pursuant to a recommendation promulgated by ~~either Trustee) JPMorgan Chase Bank~~the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities as ~~U.S. Trustee, certifies that~~ a convenience to the Holders thereof. No representation is made as to the accuracy of such numbers as printed on the Securities and reliance may be placed only on the other identifying information printed hereon. Interest on this ~~is one~~ Security shall be computed on the basis of a 360-day year comprised of twelve 30-day months. This Security shall be governed by and construed in accordance with the laws of the ~~Securities referred to~~ State of New York. Assignment Form To assign this Security, fill in the ~~within-mentioned Indenture~~form below: (I) or (we) assign and transfer this Security to ______________________________________________________________________________ (Insert assignee's soc. ~~JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company~~sec. or tax I.D. no.) ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ (Print or type assignee's name, ~~as Canadian Trustee, certifies that~~ address and zip code) and irrevocably appoint_______________________________________________________ to transfer this ~~is one~~ Security on the books of the ~~Securities referred~~ Company. The agent may substitute another to ~~in the within-mentioned Indenture~~act for him. ~~CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES~~______________________________________________________________________________ Date:_____________________

Appears in 1 contract

Sources: Indenture (Nuevo Energy Co)

Appears in 1 contract

Sources: Junior Subordinated Indenture (Allegiant Capital Trust Ii)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company designated as its ~~6.875~~7.625% ~~Senior~~ [Exchange]* Senior (Secured) Notes due ~~October 15, 2009~~ 2011 (herein called the "“Securities"”), which may be issued under an indenture (herein called the "“Indenture"”) dated as of ~~October 6~~November 30, ~~2004, among~~ 2004 between the ~~Company, as issuer,~~ Company and JPMorgan Chase Bank, N.A., as ~~U.S.~~ trustee (herein called the ~~"U.S.~~ “Trustee"”, which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the ~~Trustees~~ Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise~~ As provided for in ~~Section 314~~ the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the ~~Indenture for payments of United States Dollars to certain~~ Holders, ~~on behalf of owners of beneficial interests in~~ create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities ~~who hold their interests through DTC~~ initially issued by the Company and ~~who~~ shall have ~~not~~ the same terms as to status, redemption or otherwise ~~elected to receive Canadian dollars in accordance~~ as Securities originally issued. Any Additional Securities shall be issued with the ~~Applicable Procedures~~ benefit of ~~DTC,~~ any indenture supplemental to the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankIndenture. The Company will pay to the Holders such Additional Amounts as may become payable under Section ~~1016~~ 1013 of the Indenture. ~~At any time~~ As provided in the Indenture, the Securities will initially be secured by the pledge to the Trustee pursuant to the Pledge Agreement of the Trust Bond issued by the Company under the Deed of Trust. Each Holder by accepting a Security shall be bound by and be entitled to the benefits of the Deed of Trust and the other Collateral Documents, as the same may be amended from time to ~~time~~time pursuant to the respective provisions thereof and of the Indenture. In the event that (i) on a pro forma basis giving effect to the release of the security for the Securities and any other Debt of the Company with similar release provisions, (A) no Debt of the Company would be outstanding and (B) there would be no availability to the Company under any bank credit facilities, operating credit facilities or swap agreements, in the case of each of (A) and (B) that is or are secured by a Lien of the Pledge Agreement or any Collateral Document or any other Lien on the Deed of Trust Collateral, (ii) the ratings assigned to the Securities by at least two of the three Rating Agencies are Investment Grade Ratings and (iii) no Default or ~~prior to October 15~~Event of Default has occurred and is continuing under the Indenture, ~~2007~~then, without the consent of the Holders, the Company may ~~redeem up to a maximum of 35%~~ permanently terminate the Lien of the ~~original aggregate principal amount~~ Pledge Agreement or any Collateral Document and any other Lien on the Deed of Trust Collateral in accordance with the provisions of the Indenture. _______________ * Include only for Exchange Securities. On or before each payment date, the Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in Canadian Dollars sufficient to pay the amount due on such payment date. The Securities ~~with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (~~will be subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption ~~shall be made on a Redemption Date within 90 days of such Equity Offering~~ upon not less than 30 nor more than 60 days' ’ prior ~~notice~~notice by first-class mail, at any time, as a whole or in part, in amounts of ~~Cdn.$1,000~~ Cdn$1,000 or an integral ~~multiples~~ multiple of ~~Cdn.$1,000. If less than all~~ Cdn$1,000, at the option of the ~~Securities are~~ Company, at a Redemption Price equal to ~~be redeemed~~the greater of: (1) 100% of the principal amount of the Securities, and (2) as determined by the Quotation Agent, the ~~Trustees shall select~~ sum of the present values of the remaining scheduled payments of principal and interest on the Securities (not including any portion of the payments of interest accrued as of the Redemption Date) discounted to ~~be redeemed by such method~~ the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Canada Bond Rate plus 50 basis points, in each case plus accrued interest thereon to the Redemption Date, all as provided in the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligationsIndenture. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any ~~time upon~~ time, on not less than 30 nor more than 60 days~~' notice mailed to each Holder of Securities to be redeemed~~ ’ prior written notice, at ~~such Holder's address appearing in the Security Register at a redemption price equal to~~ 100% of the principal amount plus accrued interest to ~~but excluding~~ the Redemption ~~Date~~ Date, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable ~~under or with~~ in respect to of the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenturecertain changes affecting Canadian withholding taxes. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of record of such Securities, or one or more Predecessor Securities, ~~of record~~ at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a ~~new~~ replacement Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default (other than an Event of Default resulting from a Change in Control Triggering Event which is cured by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. ~~The~~ In addition, it shall be an Event of Default under the Indenture ~~provides that, subject to certain conditions,~~ if ~~(i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii)~~ a Change of in Control Triggering Event ~~occurs,~~ occurs on or prior to the ~~Company shall be required to make an Offer to Purchase for all or a specified portion~~ Maturity of the Securities. The Securities may be accelerated following such an Event of Default as provided in the Indenture unless the Company (or a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Securities and purchases the Securities for the Change in Control Purchase Price in cash on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event from a Holder who delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any Change in Control Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the terms and provisions of the Indenture. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 under the Indenture at any time by the Company and the ~~Trustees~~ Trustee with the consent of the Holders of ~~not less than~~ a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on the Security ~~Register~~Register of the Company, upon surrender of this Security for registration of transfer at ~~any office~~ the offices or ~~agency~~ agencies of the Company maintained for such ~~purpose,~~ purpose in The City of New York or elsewhere duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or ~~his~~ its attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ Cdn$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any agent shall be affected by notice to the contrary. ~~This Security shall be governed by, and construed in accordance with, the laws of the State of New York.~~ All terms used in this Security ~~which are not otherwise defined herein and~~ which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S ’S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S ’S CERTIFICATE OF AUTHENTICATION ~~(Certificate of Authentication may be executed by either Trustee)~~ JPMorgan Chase Bank, N.A., as ~~U.S.~~ Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE ~~BANK~~ BANK, N.A. By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES

Appears in 1 contract

Sources: Indenture (Rogers Communications Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated~~ (the “Securities”) issued under the Junior Subordinated Indenture, dated as ~~its 6.875% Senior [Exchange]* Notes due October 15~~of January 30, 2009 (the ~~"Securities"~~“Indenture”), ~~which may be issued under an indenture (~~between the ~~"Indenture") dated as~~ Company and The Bank of ~~October 6, 2004, among the~~ New York Mellon Trust Company, ~~as issuer, JPMorgan Chase Bank~~National Association, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee, the holders of Senior Debt and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are not defined herein shall have the ~~Indenture for payments of United States Dollars~~ meanings assigned to ~~certain Holders, on behalf of owners of beneficial interests~~ them in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankIndenture. The Company ~~will pay~~ may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders ~~such Additional Amounts as may become payable under Section 1016~~ of the Securities (unless a shorter notice period shall be satisfactory to the Trustee) and subject to the terms and conditions of Article XI of the Indenture~~. At~~ , redeem this Security in whole at any time ~~and~~ or in part from time to ~~time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings,~~ time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or~~ with accrued interest, including any ~~of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice~~Additional Interest, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to through but excluding the ~~Redemption Date in the event the Company has become or would become obligated to pay, on the next~~ date ~~on which any amount would be payable under or with respect to the Securities, any Additional Amounts~~ fixed as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in aggregate of principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended), and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness. This Security shall be ~~governed by,~~ construed and ~~construed~~ enforced in accordance ~~with,~~ with and governed by the laws of the State of New York~~. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned~~ , without reference to ~~them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION~~ its conflict of laws provisions (~~Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one~~ other than Section 5-1401 of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESGeneral Obligations Law).

Appears in 1 contract

Sources: Junior Subordinated Indenture (Gramercy Capital Corp)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the Company designated as ~~its 6.875~~6.125% Senior [Exchange]* Notes due ~~October 15, 2009~~ 2034 (herein called the "“Securities"”), ~~which may~~ limited in aggregate principal amount on the Issue Date to $1,100,000,000 issued and to be issued under an ~~indenture (the "~~Indenture") , dated as of ~~October 6~~March 11, ~~2004~~2024 (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), among the Company, ~~as issuer, JPMorgan Chase~~ the Guarantors named therein and Truist Bank, as ~~U.S. trustee~~ Trustee (herein called the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Guarantors named therein, the Trustee and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Except as otherwise provided in Section 314 of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company ~~will pay~~ shall be entitled to ~~the Holders such~~ issue Additional ~~Amounts as may become payable under~~ Securities pursuant to Section ~~1016~~ 3.13 of the Indenture. At The Securities include the Securities issued on the Issue Date and any Additional Securities. The Securities issued on the Issue Date and any Additional Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those expressly set forth in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders of Securities are referred to the Indenture for a statement of such terms. Except as set forth below, the Company will not be entitled to redeem this Security at its option prior to March 15, 2029. This Security is redeemable at the Company’s option, in whole or in part, at any time on or after March 15, 2029, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, thereon to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on March 15 of each of the years indicated below: Year Redemption Price 2029 103.063% 2030 102.042% 2031 101.021% 2032 and thereafter 100.000% In addition, at any time, or from time to time, on or prior to ~~October~~ March 15, ~~2007~~2027, the Company ~~may redeem up to a maximum of 35% of~~ may, at its option, use the ~~original aggregate principal amount of the Securities with the~~ net cash proceeds of one or more Equity ~~Offerings~~Offerings to redeem up to an aggregate of 40.0% of the principal amount of the Securities at a Redemption Price equal to 106.125% of the principal amount of the Securities, plus accrued and unpaid interest, if any, thereon to the Redemption Date; provided, however, that (1) at least 50.0% of the aggregate principal amount of Securities issued on the Issue Date (excluding Securities held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and (2) the Redemption Date is within 120 days of the consummation of any such Equity Offering. Prior to March 15, 2029, the Company may at its option redeem the Securities, in whole or in part, at a Redemption Price equal to ~~106.875~~100% of the principal amount ~~thereof~~of the Securities plus the Applicable Premium as of, ~~plus~~ and accrued and unpaid ~~interest to but excluding~~ interest, if any, to, the Redemption Date (subject to the right of ~~holders~~ Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date). The Company may, at its option, elect to redeem the Securities pursuant to more than one type of redemption described herein on a concurrent basis. In connection with any tender offer or Change of Control Offer, if Holders of not less than 90.0% in aggregate principal amount of the then Outstanding Securities validly tender and do not validly withdraw such Securities in such offer and the Company, or any third party making such offer in lieu of the Company, purchases all of the Securities validly tendered and not validly withdrawn by Holders, the Company or such third party will have the right, upon not less than 10 and not more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem all the Securities that remain outstanding following such purchase, at a price equal to the price offered to each Holder in such offer (which may be less than par), plus, to the extent not included in the offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption, subject to the right of Holders of record on the relevant record date to receive interest due on ~~an interest payment date that is on or~~ the relevant Interest Payment Date falling prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the applicable date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 under the Indenture at any time by the Company and the Trustees with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESredemption.

Appears in 1 contract

Sources: Indenture (United Rentals North America Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the Company designated as its ~~6.875~~9 1/2% Senior ~~[Exchange]* Notes due October 15, 2009~~ Debentures Due 2004 (herein called the "Securities"), ~~which may~~ limited in aggregate principal amount to $20,000,000 issued and to be issued under an ~~indenture~~ Indenture dated as of May 7, 2001 (herein called the "Indenture"~~) dated as of October 6~~), ~~2004~~between the Company and Wells Fargo Bank Minnesota, ~~among the Company~~N.A., as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (~~the~~ herein called ▇▇▇ "~~U.S.~~ Trustee", which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314 of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the~~ The Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (are subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption ~~shall be made on a Redemption Date within 90 days of such Equity Offering~~ upon not less than ~~30 nor more than 60~~ 25 days' ~~prior notice~~notice by mail, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of~~ any year, commencing at any time after the ~~Securities are to be redeemed~~Issue Date, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a ~~whole, but not~~ whole or in part, at the ~~option~~ election of the ~~Company~~ Company, at ~~any time upon not less than 30 nor more than 60 days' notice mailed to each Holder~~ the following Redemption Prices (expressed as a percentage of the principal amount of Securities to be redeemed), if redeemed ~~at such Holder's address appearing in~~ during the ~~Security Register at a redemption price equal to~~ periods indicated: Period Redemption Price Until March 31, 2002 110% April 1, 2002-March 31, 2003 105% April 1, 2003-March 31, 2004 102.5% April 1, 2004-September 15, 2004 100% ~~of the principal amount plus accrued interest to but excluding the Redemption Date~~ , together in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any such redemption ~~of Securities~~with accrued interest to the Redemption Date, provided that interest installments whose Stated Maturity is on or prior to ~~the~~ such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular or Special Record ~~Date~~ Dates referred to on the face hereof, all as provided in the Indenture. If, at any time prior to September 15, 2004 there occurs any Change in Control (as defined in the Indenture) of the Company, then each Holder of Securities shall have the right, at the Holder's Option, to require the Company to repurchase all of such Holder's Securities, or any portion thereof which is $1,000 or any integral multiple thereof, on the date (~~or portions thereof~~the "Repurchase Date") ~~for whose redemption and payment provision~~ that is ~~made in accordance with the Indenture shall cease to bear interest from and~~ 45 days after the ~~Redemption~~ date that the Company gives notice of the Change in Control, at the following purchase prices (the "Repurchase Price") (expressed as a percentage of the principal amount of Securities to be repurchased), if such Change of Control occurs during the periods indicated: Period Repurchase Price Until March 31, 2002 110% April 1, 2002-March 31, 2003 105% April 1, 2003-March 31, 2004 102.5% April 1, 2004-September 15, 2004 100% , together with accrued interest to the Repurchase Date; provided, however, that interest installments whose Stated Maturity is on or prior to such Repurchase Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal ~~amount~~ of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 Securities under the Indenture at any time by the Company and the ~~Trustees~~ Trustee with the consent of the Holders of ~~not less than~~ a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time ~~Outstanding~~outstanding, on behalf of the Holders of all the Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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 Security at the times, ~~place,~~ 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 Security is registrable on in the Security Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company ~~maintained for such purpose~~in Minneapolis, Minnesota, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in ~~denominations~~ any denomination and may be transferred only by surrender of ~~Cdn.$1,000~~ the Securities and ~~any integral multiple thereof~~the reissuance by the Company of Securities to the transferee. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. Prior to ~~the time of~~ due ~~presentment~~ presentation of this Security for registration of transfer, the Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This Security shall be governed by, and construed in accordance with, the laws of the State of New York.~~ All terms used in this Security ~~which are not otherwise defined herein and~~ which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES.

Appears in 1 contract

Sources: Indenture (Cii Financial Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Company designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ Note Issuer (herein called the "Securities"), ~~which may be~~ issued under ~~an indenture~~ a Senior Subordinated Indenture, dated as of February 19, 1998 (herein called the "Indenture"~~) dated~~ ), between the Note Issuer, as ~~of October 6~~Issuer, ~~2004, among the~~ and State Street Bank and Trust Company, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", which term includes any successor trustee under the Indenture), ~~and CIBC Mellon Trust~~ Fresenius Medical Care AG (herein called the "Company"), as ~~Canadian trustee (~~the ~~"Canadian Trustee"~~Company and as a Guarantor, ~~which term includes any successor under the Indenture~~Fresenius Medical Care Holdings, ~~and~~Inc. and Fresenius Medical Care Deutschland GmbH, ~~together with the U.S. Trustee~~as Guarantors, ~~the "Trustees" and each a "Trustee")~~ to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the ~~Company~~Trustee, the ~~Trustees~~ Note Issuer, the Company and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except~~ All terms used in this Security that are defined in the Indenture and in the Amended and Restated Declaration of Trust, dated as ~~otherwise provided~~ of February 19, 1998, (the "Declaration"), for Fresenius Medical Care Capital Trust II, shall have the meanings assigned to them in ~~Section 314~~ the Indenture or the Declaration, as the case may be. If a Tax Event or an Investment Company Event in respect of the ~~Indenture for payments of United States Dollars to certain Holders~~Trust shall occur and be continuing, ~~on behalf of owners of beneficial interests~~ the Company shall cause the Trustees (as defined in the Declaration) to dissolve the Trust and cause Securities ~~who hold their interests through DTC~~ to be distributed to the holders of the Trust Securities in dissolution of the Trust or, in the event of a Tax Event only, may cause the Securities to be redeemed, in each case, subject to and ~~who have not otherwise elected to receive Canadian dollars~~ in accordance with the ~~Applicable Procedures~~ provisions of ~~DTC~~the Declaration, within 90 days following the ~~principal~~ occurrence of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian banksuch Tax Event or Investment Company Event. The ~~Company will pay~~ Securities may be redeemed, at the option of the Note Issuer, subject to the ~~Holders such Additional Amounts as may become payable under Section 1016~~ provisions of Article XI of the Indenture~~. At~~ , at any time ~~and from time to time, on or prior to October 15, 2007, the Company may redeem up to~~ as a ~~maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings~~whole but not in part, at ~~a Redemption Price equal to 106.875~~100% of the principal amount thereof, plus accrued and unpaid interest (if any) to ~~but excluding~~ the ~~Redemption Date~~ date of redemption (subject to the right of ~~holders~~ Holders of record on the relevant ~~record date~~ Regular Record Date to receive interest due on ~~an interest payment date that is on or prior to~~ the ~~Redemption~~ relevant Interest Payment Date)~~; provided~~, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the ~~Company~~ Note Issuer has become or would become obligated to pay, on the next date on which any amount would be payable ~~under or~~ with respect to the Securities, any Additional Amounts as a result of ~~any~~ a change in or an amendment to the laws (or including any regulations promulgated thereunder) of ~~Canada~~ the United States of America, Germany, the United Kingdom, Luxembourg, or any other Member State of the European Union (or any political subdivision or taxing authority thereof or therein), or any change in or amendment to any official position regarding the application or interpretation ~~or administration~~ of such laws or ~~regulations by the relevant taxing authority~~ regulations, which change or amendment is announced or becomes effective on or after the date of the ~~Indenture~~issuance of the Securities. In The Securities do not have the ~~case~~ benefit of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereofsinking fund obligations. If an Event of Default shall occur and be continuing, the principal ~~amount~~ of all the Securities may be declared due and payable in the ~~manner and~~ manner, with the effect and subject to the conditions provided in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, the obligations of the Note Issuer under the Indenture and this Security are Guaranteed on a senior subordinated basis pursuant to Guaranties endorsed hereon. The Indenture provides ~~that, subject to~~ that a Guarantor shall be released from its Guaranty upon compliance with certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for satisfaction, discharge and defeasance at any time of ~~(a)~~ the entire indebtedness of ~~the Company on~~ this Security ~~and (b) certain restrictive covenants and the related Defaults and Events of Default,~~ upon compliance by the ~~Company~~ Note Issuer with certain conditions set forth ~~therein, which provisions apply to this Security~~in the Indenture. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Note Issuer, the Guarantors and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the ~~Company~~ Note Issuer, the Guarantors and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the Outstanding Securities ~~at the time Outstanding~~to be affected by such supplemental indenture. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in aggregate outstanding principal amount of the Outstanding Securities ~~at the time Outstanding~~affected thereby, on behalf of the Holders of all the Securities, to waive compliance by the ~~Company~~ Note Issuer or the Guarantors with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate outstanding principal amount of the Outstanding Securities may declare the principal amount of and interest (including Additional Sums and Additional Amounts, if any) on all the Securities to be due and payable immediately, by a notice in writing to the Note Issuer and the Guarantors (and to the Trustee if given by Holders), provided, that if the Trustee or such Holders fail to do so, the Preferred Trustee shall have such right by a notice in writing to the Note Issuer and the Trustee; and upon any such declaration such specified amount of and the accrued interest (including Additional Sums and Additional Amounts, if any) on all the Securities shall become immediately due and payable, provided, that the payment of principal and interest (including Additional Sums and Additional Amounts, if any) on such Securities shall remain subordinated to the extent provided in Article XII of the Indenture. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the ~~Company~~Note Issuer, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, ~~place,~~ 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 Security is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the ~~Company~~ Note Issuer maintained ~~for such purpose,~~ under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the ~~Company~~ Note Issuer and the ~~Security~~ Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. ~~As provided~~ No service charge shall be made for any such registration of transfer or exchange, but the Note Issuer 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 Security for registration of transfer, the Note Issuer, the Guarantors, the Trustee and any agent of the Note Issuer, the Guarantors or the Trustee may treat the Person in whose name this Security is registered as the owner hereof, for all purposes (subject to certain limitations set forth in the Indenture), whether or not this Security be overdue, and neither the Note Issuer, the ~~Company may~~Guarantors, ~~subject to certain limitations, from time to time, without~~ the Trustee nor any such agent shall be affected by notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificatecontrary. The Securities are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES.

Appears in 1 contract

Sources: Senior Subordinated Indenture (Fresenius National Medical Care Holdings Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Junior Subordinated Indenture") , dated as of ~~October 6~~August 23, ~~2004~~2006 (the “Indenture”), ~~among~~ between the ~~Company, as issuer,~~ Company and JPMorgan Chase Bank, National Association, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee, the holders of Senior Debt and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars~~ shall have the meanings assigned to ~~certain Holders~~them in the Indenture. The Company may, on ~~behalf of owners of beneficial interests in the Securities who hold their interests through DTC~~ any Interest Payment Date, at its option and ~~who have not otherwise elected to receive Canadian dollars~~ in accordance with the ~~Applicable Procedures of DTC~~Indenture, ~~the principal of (premium~~on or after September 15, ~~if any)~~ 2011 and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay subject to the ~~Holders such Additional Amounts as may become payable under Section 1016~~ terms and conditions of Article XI of the Indenture~~. At~~ , redeem this Security in whole at any time ~~and~~ or in part from time to ~~time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings,~~ time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65% of~~ with accrued interest, including any Additional Interest, through but excluding the ~~original aggregate principal amount of~~ date fixed as the ~~Securities remains outstanding (excluding Securities held by~~ Redemption Date; provided, that the Company or shall have received the prior approval of any Applicable Insurance Regulatory Authority then required. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice~~option and in accordance with the Indenture, redeem this Security, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date; provided, that the Company shall have received the prior approval of any Applicable Insurance Regulatory Authority then required. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as herein and therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations herein and therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest herein, the Holder of, and ~~construed in accordance with~~any Person that acquires a direct or indirect beneficial interest in, ~~the laws~~ this Security intend and agree to treat this Security as indebtedness of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, ~~as Canadian Trustee~~for United States federal, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESstate and local tax purposes.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Flagstone Reinsurance Holdings LTD)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the Company designated as ~~its 6.875~~3.875% Senior [Exchange]* Secured Notes due ~~October 15, 2009~~ 2027 (herein called the "“Securities"”), ~~which may~~ limited in aggregate principal amount on the Issue Date to $750,000,000 issued and to be issued under an ~~indenture (the "~~Indenture") , dated as of ~~October 6~~November 4, ~~2004~~2019 (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), among the Company, ~~as issuer, JPMorgan Chase~~ the Guarantors named therein and W▇▇▇▇ Fargo Bank, National Association, as ~~U.S. trustee~~ Trustee (herein called the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Guarantors named therein, the Trustee and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in~~ The Company shall be entitled, subject to its compliance with Section ~~314~~ 10.09 of the ~~Indenture for payments of United States Dollars~~ Indenture, to ~~certain Holders, on behalf of owners of beneficial interests in the~~ issue Additional Securities ~~who hold their interests through DTC and who have not otherwise elected~~ pursuant to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section ~~1016~~ 3.13 of the Indenture. At The Securities include the Securities issued on the Issue Date and any Additional Securities. The Securities issued on the Issue Date and any Additional Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those expressly set forth in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the Trust Indenture Act for a statement of such terms. Except as set forth below, the Company will not be entitled to redeem this Security at its option prior to November 15, 2022. This Security is redeemable at the Company’s option, in whole or in part, at any time on or after November 15, 2022, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, thereon to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on November 15 of each of the years indicated below: 2022 101.938 % 2023 101.292 % 2023 100.646 % 2025 and thereafter 100.000 % In addition, at any time, or from time to time, on or prior to ~~October~~ November 15, ~~2007~~2022, the Company ~~may redeem up to a maximum of 35% of~~ may, at its option, use the ~~original aggregate principal amount of the Securities with the~~ net cash proceeds of one or more Equity ~~Offerings~~Offerings to redeem up to an aggregate of 40.0% of the principal amount of the Securities at a Redemption Price equal to 103.875% of the principal amount of the Securities, plus accrued and unpaid interest, if any, thereon to the Redemption Date; provided, however, that (1) at least 50.0% of the aggregate principal amount of Securities issued on the Issue Date (excluding Securities held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and (2) the Redemption Date is within 120 days of the consummation of any such Equity Offering. Prior to November 15, 2022, the Company may at its option redeem the Securities, in whole or in part, at a Redemption Price equal to ~~106.875~~100% of the principal amount ~~thereof~~of the Securities plus the Applicable Premium as of, ~~plus~~ and accrued and unpaid ~~interest to but excluding~~ interest, if any, to, the Redemption Date (subject to the right of ~~holders of record~~ Holders on the relevant ~~record date~~ Record Date to receive interest due on ~~an interest payment date that is on or prior to~~ the ~~Redemption~~ relevant Interest Payment Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 under the Indenture at any time by the Company and the Trustees with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, ~~subject~~ at its option, elect to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with redeem the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to ~~an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations~~ more than one type of ~~Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for~~ redemption described herein on a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESconcurrent basis.

Appears in 1 contract

Sources: Indenture (United Rentals North America Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated~~ (the “Securities”) issued under the Junior Subordinated Indenture, dated as ~~its 6.875% Senior [Exchange]* Notes due October 15~~of May 6, 2009 (the ~~"Securities"~~“Indenture”), ~~which may be issued under an indenture (the "Indenture") dated as of October 6, 2004, among~~ between the Company, ~~as issuer, JPMorgan Chase Bank~~the Guarantor and Wilmington Trust Company, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Guarantor, the Trustee, the holders of Senior Debt and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars~~ shall have the meanings assigned to ~~certain Holders, on behalf of owners of beneficial interests~~ them in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankIndenture. The Company ~~will pay~~ may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders ~~such Additional Amounts as may become payable under Section 1016~~ of the Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after April 30, 2012, and subject to the terms and conditions of Article XI of the Indenture~~. At~~ , redeem this Security in whole at any time ~~and~~ or in part from time to ~~time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings,~~ time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Special Event, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company, the Guarantor and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the ~~Company~~ Company, the Guarantor and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in aggregate principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, to waive compliance by the Company or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended), and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Guarantor, the Trustee and any agent of the ~~Company~~ Company, the Guarantor or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness. This Security shall be ~~governed by,~~ construed and ~~construed~~ enforced in accordance ~~with,~~ with and governed by the laws of the State of New York~~. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned~~ , without reference to ~~them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION~~ its conflict of laws provisions (~~Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one~~ other than Section 5-1401 of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESGeneral Obligations Law).

Appears in 1 contract

Sources: Junior Subordinated Indenture (Arbor Realty Trust Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (herein called the "Securities"), ~~which may~~ issued and to be issued in one or more series under ~~an indenture~~ the Junior Subordinated Indenture, dated as of January ___, 1997 (herein called the "Indenture"~~) dated as of October 6~~), ~~2004, among~~ between the Company and Bankers Trust Company, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee, the holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314~~ This Security is one of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest series designated on the ~~Securities, and the purchase price payable under an Offer to Purchase,~~ face hereof [if applicable, ~~will be paid~~ insert--, limited in ~~Canadian Dollars~~aggregate principal amount to $ _________]. ~~Any payments made by checks denominated~~ All terms used in ~~United States Dollars will be drawn on a United States bank~~this Security that are defined in the Indenture [if applicable, insert-- or in [insert name of trust agreement], dated as of __________ (as modified, amended or supplemented from time to time the "Trust Agreement"), relating to [insert name of Issuer Trust] [the ("Issuer Trust") among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto] shall have the meanings assigned to them in the Indenture [if applicable, insert--or the Trust Agreement, as the case may be]. ~~Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank.~~ [If applicable, insert--The Company ~~will pay~~ has the right to ~~the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At~~ redeem this Security (i) on or after _________, in whole at any time ~~and~~ or in part from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding ii) in whole (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part), ~~at the option of the Company~~ at any time ~~upon not less than 30 nor more than 60 days' notice mailed~~ within 90 days following the occurrence and during the continuation of a Tax Event, Investment Company Event, or Capital Treatment Event, in each case at the Redemption Price described below, and subject to ~~each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price~~ possible regulatory approval. The Redemption Price shall equal to 100% of the principal amount ~~plus~~ hereof being redeemed, together with accrued interest to but excluding the ~~Redemption Date in~~ date fixed for redemption.] [If the ~~event the Company has become or would become obligated~~ Security is subject to ~~pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result~~ redemption of any ~~change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein)~~kind, or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. insert--In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. .] [If ~~an Event of Default shall occur and be continuing~~applicable, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. insert--The Indenture contains provisions for defeasance at any time [of ~~(a)~~ the entire indebtedness of ~~the Company on~~ this ~~Security and (b)~~ Security] [or] [certain restrictive covenants and ~~the related Defaults and~~ Events of ~~Default~~Default with respect to this Security] [, in each case] upon compliance by the Company with certain conditions set forth ~~therein, which provisions apply to this Security.~~ in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the Outstanding Securities ~~at the time Outstanding~~of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all ~~the Securities~~Securities of such series, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee. The principal amount payable upon such acceleration shall be equal to--insert formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities of this series shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security 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 (including Additional Interest) on this Security at the times, ~~place,~~ 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 Security is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar duly executed by, the Holder hereof or ~~his~~ such Holder's attorney duly authorized in writing, and thereupon one or more ~~replacement Securities~~new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities of this series are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ $________ and any integral multiple of $_________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. Prior to ~~the time of~~ due presentment of this Security for registration of transfer, the Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest therein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agrees that for United States Federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies local tax purposes it is intended that this ~~is one of the Securities referred to in the within-mentioned Indenture~~Security constitute indebtedness. ~~JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company~~THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THIS SECURITY IS A DIRECT AND UNSECURED OBLIGATION OF THE COMPANY, ~~as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture~~DOES NOT EVIDENCE DEPOSITS AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER INSURER OR GOVERNMENT AGENCY. ~~CIBC MELLON TRUST~~ THIS SECURITY WILL BE SUBORDINATE TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS OF THE COMPANY ~~By: -------------------------------- Authorized Signatory ARTICLE THREE~~ AND WILL BE INELIGIBLE AS COLLATERAL TO SECURE A LOAN FROM THE ~~SECURITIES~~COMPANY.

Appears in 1 contract

Sources: Junior Subordinated Indenture (First Empire State Corp)

Appears in 1 contract

Sources: Junior Subordinated Indenture (Fidbank Capital Trust I)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (herein called the "Securities"), ~~which may~~ issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of ________ __, 1998, as supplemented by an ~~indenture~~ Officers' Certificate dated as of ____________ (herein called the "Indenture"~~) dated as of October 6~~), ~~2004, among~~ between the Company and Wilmington Trust Company, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", which term includes any ~~successor~~ Successor Trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the ~~Company~~Trustee, the ~~Trustees~~ Company and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314~~ This Security is one of the ~~Indenture for payments of United States Dollars~~ series designated on the face hereof[, limited in aggregate principal amount to ~~certain Holders, on behalf of owners of beneficial interests~~ $------------]. All terms used in this Security that are defined in the ~~Securities who hold their interests through DTC~~ Indenture and ~~who have not otherwise elected to receive Canadian dollars~~ in ~~accordance with~~ the ~~Applicable Procedures~~ Amended and Restated Declaration of ~~DTC~~Trust of Guaranty Capital Trust I, dated as of ________ __, 1998, as amended (the ~~principal~~ "Amended and Restated Declaration of ~~(premium~~Trust"), ~~if any) and interest on the Securities~~among Guaranty Financial Corporation, as Depositor, and the ~~purchase price payable under an Offer~~ Trustees named therein, shall have the meanings assigned to ~~Purchase~~them in the Indenture or, ~~if applicable~~to the extent not defined in the Indenture, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankthe Amended and Restated Declaration of Trust, as the case may be. The Company ~~will pay~~ has the right to ~~the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At~~ redeem this Security (i) on or after ________ __, 2003, in whole at any time ~~and~~ or in part from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding ii) in whole (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part), ~~at the option of the Company~~ at any time ~~upon not less than 30 nor more than 60 days' notice mailed to~~ within 90 days following the occurrence and during the continuation of a Tax Event, an Investment Company Event or a Capital Treatment Event, in each ~~Holder of Securities to be redeemed~~ case at ~~such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding~~ the Redemption ~~Date in the event the Company has become or would become obligated~~ Price, and subject to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Datepossible regulatory approval. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. On the terms and subject to the conditions set forth in the Indenture, the Holder of any Security has the right, exercisable at any time on or before 5:00 p.m. (Richmond, Virginia time) on the earlier of (i) the Business Day immediately preceding the date of redemption of such Security, whether at maturity or upon prepayment, and (ii) the Conversion Termination Date of the Securities, if any, to convert the principal amount thereof (or any portion thereof that is a multiple of $25.00) into fully paid and nonassessable shares of Common Stock of the Company at the Conversion Price described in the Indenture. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Conversion Price in effect on the date of conversion. No fractional shares will be issued upon conversion, but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stock. The conversion right and the Conversion Price are subject to adjustment as provided in the Indenture, to which reference is hereby made. Under certain circumstances specified in the Indenture, Holders converting Securities may be entitled to accrued and unpaid interest (including Additional Interest and Additional Sums, if any, to the extent permitted by applicable law) on such Securities. The conversion rights of the Holders of Securities are subject to termination at the option of the Company on and after __________ __, 2001, subject to and upon the satisfaction of certain conditions set forth in the Indenture. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal ~~amount~~ of ~~all the Securities~~ this Security may be declared due and payable in the ~~manner and~~ manner, with the effect and subject to the conditions provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the Outstanding Securities ~~at the time Outstanding~~of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all ~~the Securities~~Securities of such series, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided, however, that, in the case of the Securities of this series issued to a Guaranty Capital Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series fail to declare the principal of all of the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee with a copy to the Property Trustee. The Holders of a majority in aggregate principal amount of the Outstanding Securities of this series may annul such declaration and waive the default by written notice to the Property Trustee, the Company and the Trustee if the default (other than the nonpayment of the principal of these Securities that has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee. Should the Holders of the Securities of this series fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration such principal amount and the accrued interest (including any Additional Interest) on all of the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. No reference herein to the Indenture and no provision of this Security 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 Security at the times, ~~place,~~ 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 Security is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained ~~for such purpose,~~ pursuant to Section 10.02 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement Securities~~new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. ~~As provided~~ No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in ~~the Indenture~~connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company ~~may~~or the Trustee shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, ~~subject to certain limitations~~whether or not this Security is overdue, ~~from time to time~~and neither the Company, ~~without~~ the Trustee nor any such agent shall be affected by notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificatecontrary. The Securities of this series are issuable ~~only~~ in registered form without ~~coupons in denominations of Cdn.$1,000 and any integral multiple thereof~~coupons. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. ~~No service charge shall be made for any registration of transfer or exchange or redemption of Securities~~The Company and, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment by its acceptance of this Security ~~for registration of transfer~~or a beneficial interest herein, the ~~Company~~Holder of, ~~the Trustees~~ and any ~~agent of the Company or the Trustees may treat the~~ Person ~~in whose name~~ that acquires a beneficial interest in, this Security ~~is registered on the~~ intend that such Security ~~Register~~ constitute indebtedness and agree to treat such Security as ~~the owner hereof~~ indebtedness for all United States Federal, state and local tax purposes~~, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary~~. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ~~TRUSTEE'S CERTIFICATE~~ THE COMMONWEALTH OF ~~AUTHENTICATION. TRUSTEE'S CERTIFICATE~~ VIRGINIA WITHOUT REGARD TO THE CONFLICTS OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESLAWS PRINCIPLES THEREOF.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Guaranty Capital Trust I)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Junior Subordinated Indenture") , dated as of October 6[ ], ~~2004~~2010 (the “Indenture”), ~~among~~ between the Company and The Bank of New York Mellon Trust Company, ~~as issuer, JPMorgan Chase Bank~~National Association, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees and~~ Trustee, the holders of Senior Debt, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are not defined herein shall have the ~~Indenture for payments of United States Dollars~~ meanings assigned to ~~certain Holders, on behalf of owners of beneficial interests~~ them in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankIndenture. The Company ~~will pay~~ may, on any date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders ~~such Additional Amounts as may become payable under Section 1016~~ of the Securities (unless a shorter notice period shall be satisfactory to the Trustee), and subject to the terms and conditions of Article XI of the Indenture~~. At~~ , (i) redeem this Security in whole at any time ~~and~~ or in part from time to ~~time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings,~~ time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof (or of the redeemed portion hereof, ~~plus accrued and unpaid interest to but excluding~~ as applicable), together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date or (ii) redeem this Security in whole at ~~least 65% of the original~~ any time or in part from time to time by delivering to a Holder certain replacement securities acceptable to such Holder in its sole discretion in an aggregate principal amount ~~of the Securities remains outstanding (excluding Securities held by the Company~~ greater than or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to ~~100% of~~ the principal amount ~~plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay~~hereof, ~~on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result~~ exclusive of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Dateaccrued interest. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in aggregate principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended), and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest herein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that, for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Banklocal tax purposes, ~~as U.S. Trustee, certifies~~ it is intended that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity constitute indebtedness.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Deerfield Capital Corp.)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (herein called the "Securities"), ~~which may~~ issued and to be issued in one or more series under an ~~indenture~~ Indenture, dated as of ________ __, 20__ (herein called the "Indenture"~~) dated as~~ ), between the Company and The Bank of ~~October 6, 2004, among the Company~~New York, as ~~issuer, JPMorgan Chase Bank, as U.S.~~ trustee (herein called the "~~U.S.~~ Trustee", which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee, the holders of Senior Indebtedness and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except~~ This Security is one of the series designated on the face hereof [, limited in aggregate principal amount to [$]_____________]. By the terms of the Indenture, additional Securities [if applicable, insert -- of this series and] of other separate series, which may vary as ~~otherwise~~ to date, amount, Stated Maturity, interest rate or method of calculating the interest rate and in other respects as therein provided, may be issued in an unlimited principal amount. The Indebtedness evidenced by the Securities is, to the extent and in the manner provided in ~~Section 314 of~~ the Indenture ~~for payments~~ referred to above, subordinate and subject in right of ~~United States Dollars~~ payment to ~~certain Holders, on behalf~~ the prior payment in full of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (and premium, if any) ), and interest on all Senior Indebtedness of the ~~Securities~~Company, as defined in the Indenture, and each Holder of this Security, by accepting the ~~purchase price payable under an Offer~~ same, agrees to ~~Purchase, if applicable, will~~ and shall be ~~paid~~ bound by the provisions of the Indenture and authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination of this Security as provided in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankthe Indenture and appoints the Trustee his or her attorney-in-fact for any and all such purposes. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (indebtedness evidenced by this Security is issued subject to the ~~right~~ provisions of ~~holders~~ the Indenture regarding payments to creditors in respect of ~~record on~~ General Obligations (as defined in the ~~relevant record date to receive interest due on an interest payment date~~ Indenture). In particular, the Indenture provides that ~~is on~~ if upon the occurrence of certain events of bankruptcy or ~~prior~~ insolvency relating to the ~~Redemption Date); provided~~Company, ~~however~~there remains, ~~that~~ after giving effect to the subordination provisions referred to in the preceding paragraph, any ~~such redemption~~amount of cash, property or securities available for payment or distribution in respect of Securities (as defined in the Indenture, "Excess Proceeds"), and if, at ~~least 65%~~ such time, any creditors in respect of General Obligations have not received payment in full of all amounts due or to become due on or in respect of such General Obligations, then such Excess Proceeds shall first be applied to pay or provide for the ~~original aggregate principal amount~~ payment in full of such General Obligations before any payment or distribution may be made in respect of Securities. This paragraph shall immediately and automatically terminate, be null and void ab initio and have no further effect upon the ~~Securities remains outstanding~~ occurrence of a Termination Event (~~excluding Securities held by~~ as defined in the ~~Company or any of its Affiliates~~Indenture). ~~Any such~~ [If applicable, insert -- [The Securities of this series are/This Security is] subject to redemption ~~shall be made on a Redemption Date within 90 days of such Equity Offering~~ prior to the Stated Maturity hereof upon not less than 30 ~~nor more than 60~~ days' ~~prior notice,~~ notice by mail to the Person[s] in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select~~ whose name[s] [the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, are/this Security is] registered at the ~~option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's~~ address ~~appearing~~ specified in the Security ~~Register~~ Register, [if applicable, insert -- (1) on ____________________ in any year commencing with the year ________ and ending with the year __________ through operation of the sinking fund for this series at a ~~redemption price~~ Redemption Price equal to 100% of the principal ~~amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay~~amount, ~~on the next date on which~~ and (2)] at any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective time [on or after ____________________], as a whole or in part, at the ~~date~~ election of the ~~Indenture. In~~ Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before ____________________, ____%, and if redeemed] during the 12-month period beginning ____________________ of the years indicated, YEAR REDEMPTION PRICE YEAR REDEMPTION PRICE ---- ---------------- ---- ---------------- and thereafter at a Redemption Price equal to ____% of the principal amount [if applicable, insert -- , together in the case of any such redemption [if applicable, insert -- (whether through operation of ~~Securities~~the sinking fund or otherwise)] with accrued interest to the Redemption Date, provided, however, that installments of interest ~~installments~~ whose Stated Maturity is on or prior to ~~the~~ such Redemption Date will be payable to the [Holders of such Securities, /Holder of this Security] (or one or more Predecessor Securities, ) of record at the close of business on the relevant Regular Record ~~Date~~ Dates or Special Record Dates referred to on the face hereof, all as provided in the Indenture]. [If there is no sinking fund, insert -- [The Securities of this series are/This Security is] not subject to any sinking fund.]] [If applicable, insert -- [The Securities of this series are/This Security is] subject to redemption prior to the Stated Maturity hereof upon not less than 30 days' notice by mail to the Person[s] in whose name[s] [the Securities to be redeemed are/this Security is] registered at the address specified in the Security Register, (1) on ____________________ in any year commencing with the year __________ and ending with the year __________ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [on or after ____________________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below. If redeemed during the 12-month period beginning ____________________ of the years indicated, REDEMPTION PRICE FOR REDEMPTION PRICE REDEMPTION FOR REDEMPTION OTHERWISE THAN THROUGH OPERATION THROUGH OPERATION OF YEAR OF THE SINKING FUND THE SINKING FUND ---- ------------------- ---------------- and thereafter at a Redemption Price equal to ____% of the principal amount [if applicable, insert -- , together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to such Redemption Date will be payable to the [Holders of such Securities/Holder of this Security] (or ~~portions thereof~~one or more Predecessor Securities) ~~for whose redemption and payment provision is made~~ of record at the close of business on the relevant Regular Record Dates or Special Record Dates referred to on the face hereof, all as provided in the Indenture].] [Notwithstanding the foregoing, the Company may not, prior to ____________________, redeem any Securities of this series as contemplated by [clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than ____% per annum.] [The sinking fund for this series provides for the ~~Indenture shall cease~~ redemption on ____________________ in each year beginning with the year _________ and ending with the year _________ of [not less than] [$]_________ [("mandatory sinking fund") and not more than [$]_________] aggregate principal amount of Securities of this series. [Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to ~~bear interest from and after~~ be made in the ~~Redemption Date.~~ inverse order in which they become due.]] [In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities of this series and of like tenor of an authorized denomination for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. .] [If the Security is not an Original Issue Discount Security, -- If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal ~~amount~~ of ~~all~~ the Securities of this series may (subject to the conditions set forth in the Indenture) be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, -- If an Event of Default with respect to Securities of this series shall occur and be continuing, a lesser amount than the principal amount due at the Stated Maturity of the Securities of this series may (subject to the conditions set forth in the Indenture) be declared due and payable in the manner and with the effect provided in the Indenture. The ~~Indenture provides that, subject~~ amount due and payable on this Security in the event that this Security is declared due and payable prior to ~~certain conditions, if~~ the Stated Maturity hereof shall be -- insert formula for determining the amount -- or in the event that this Security is redeemed shall be the specified percentage of -- insert formula for determining the amount. Upon payment (i) ~~certain Net Available Proceeds are available to~~ of the ~~Company as a result~~ amount of ~~Asset Dispositions or~~ principal so declared due and payable and (ii) ~~a Change~~ of ~~Control Triggering Event occurs,~~ interest on any overdue principal and overdue interest (in each case to the ~~Company~~ extent that the payment of such interest shall be ~~required to make an Offer to Purchase for~~ legally enforceable), all ~~or a specified portion~~ of the ~~Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness~~ Company's obligations in respect of the ~~Company~~ payment of the principal of and interest, if any, on the Securities of this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. series shall terminate.] 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 Securities of each series to be affected under the Indenture at any time by the Company and the ~~Trustees~~ Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of each series to be affected and, for certain purposes, without the consent of the Holders of any Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all ~~the Securities~~Securities of such series, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No [If the Security is an Original Issue Discount Security, -- In determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver under the Indenture or whether a quorum is present at a meeting of Holders of Securities, the principal amount of any Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon the acceleration of the Maturity thereof.] Subject to the rights of holders of Senior Indebtedness of the Company set forth in this Security and as provided in the Indenture referred to above, no reference herein to the Indenture and no provision of this Security 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 Security at the times, ~~place,~~ 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 Security is registrable on in the Security Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company ~~maintained for such purpose~~in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more ~~replacement Securities,~~ new Securities of this series and of like tenor of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities of this series are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ [$1,000] and any amount in excess thereof which is an integral multiple ~~thereof~~of [$1,000]. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. Prior to ~~the time of~~ due presentment of this Security for registration of transfer, the Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered on in the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This Security~~ The Securities shall be governed ~~by,~~ by and construed in accordance ~~with,~~ with the laws of the State of New York. All terms used in this Security which are ~~not otherwise defined herein and which are~~ defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES.

Appears in 1 contract

Sources: Indenture Agreement (Chittenden Corp /Vt/)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Junior Subordinated Indenture") , dated as of ~~October 6~~June 28, ~~2004~~2005 (the “Indenture”), ~~among~~ between the ~~Company~~Company and ▇▇▇▇▇ Fargo Bank, National Association, as ~~issuer~~Trustee (in such capacity, ~~JPMorgan Chase Bank, as U.S. trustee (~~the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees and~~ Trustee, the holders of Senior Indebtedness, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests~~ or in the ~~Securities who hold their interests through DTC~~ Amended and ~~who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures~~ Restated Trust Agreement, dated as of ~~DTC~~June 28, ~~the principal of~~ 2005 (~~premium~~as modified, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and amended or supplemented from time to time, ~~on or prior~~ the “Trust Agreement”), relating to ~~October 15~~the HMB Capital Trust I (the “Trust”) among the Company, ~~2007~~as Depositor, the ~~Company may redeem up~~ Trustees named therein and the Holders from time to ~~a maximum of 35%~~ time of the ~~original aggregate principal amount~~ Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities ~~with~~ (unless a shorter notice period shall be satisfactory to the ~~proceeds~~ Trustee) on or after June 30, 2010 and subject to the terms and conditions of ~~one~~ Article XI of the Indenture, redeem this Security in whole at any time or ~~more Equity Offerings,~~ in part from time to time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Special Event, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100% of~~ the ~~principal amount plus accrued interest to but excluding the~~ Special Redemption ~~Date~~ Price, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended), and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest herein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that, for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Banklocal tax purposes, ~~as U.S. Trustee, certifies~~ it is intended that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity constitute indebtedness.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Homebanc Corp)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company designated as its ~~6.875~~8.00% ~~Senior~~ [Exchange]* Senior Subordinated Notes due ~~October 15, 2009~~ 2012 (herein called the "“Securities"”), which may be issued under an indenture (herein called the "“Indenture"”) dated as of ~~October 6~~November 30, ~~2004, among~~ 2004 between the ~~Company, as issuer,~~ Company and JPMorgan Chase Bank, N.A., as ~~U.S.~~ trustee (herein called the ~~"U.S.~~ “Trustee"”, which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the ~~Trustees~~ Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise~~ As provided for in ~~Section 314~~ the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the ~~Indenture for payments of United States Dollars to certain~~ Holders, ~~on behalf of owners of beneficial interests in~~ create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities ~~who hold their interests through DTC~~ initially issued by the Company and ~~who~~ shall have ~~not~~ the same terms as to status, redemption or otherwise ~~elected to receive Canadian dollars in accordance~~ as Securities originally issued. Any Additional Securities shall be issued with the ~~Applicable Procedures~~ benefit of ~~DTC,~~ any indenture supplemental to the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankIndenture. The Company will pay to the Holders such Additional Amounts as may become payable under Section ~~1016~~ 1010 of the Indenture. ______________ * Include only for Exchange Securities. On or before each payment date, the Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in U.S. Dollars sufficient to pay the amount due on such payment date. At any time ~~and from time to time, on or~~ prior to ~~October~~ December 15, ~~2007~~2008, the ~~Company may redeem up to a maximum of 35% of the original aggregate principal amount of the~~ Securities ~~with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (~~will be subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption ~~shall be made on a Redemption Date within 90 days of such Equity Offering~~ upon not less than 30 nor more than 60 days' ’ prior ~~notice~~notice by first-class mail, at any time, as a whole or in part, in amounts of ~~Cdn.$1,000~~ U.S.$1,000 or an integral ~~multiples~~ multiple of ~~Cdn.$1,000~~U.S.$1,000, at the option of the Company, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Securities, and (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities (not including any portion of the payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, in each case plus accrued interest thereon to the Redemption Date, all as provided in the Indenture. If On or after December 15, 2008, the Securities will be subject to redemption upon not less than ~~all of the Securities are to be redeemed~~30 nor more than 60 days’ prior notice by first-class mail, ~~the Trustees shall select the Securities to be redeemed by such method~~ at any time, as ~~the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities~~ a whole or in part, in amounts of ~~Cdn.$1,000~~ U.S.$1,000 or an integral ~~multiples~~ multiple of ~~Cdn.$1,000~~U.S.$1,000, at the option of the Company, at the Redemption Price set forth below, in each case plus accrued interest thereon to the Redemption Date, all as provided in the Indenture. The following Redemption Prices are for Securities ~~do not have~~ redeemed during the ~~benefit~~ 12-month period commencing on December 15 of ~~sinking fund obligations~~the years set forth below, and are expressed as percentages of the principal amount. 2008 104.000% 2009 102.000% 2010 and thereafter 100.000% The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any ~~time upon~~ time, on not less than 30 nor more than 60 days~~' notice mailed to each Holder of Securities to be redeemed~~ ’ prior written notice, at ~~such Holder's address appearing in the Security Register at a redemption price equal to~~ 100% of the principal amount plus accrued interest to ~~but excluding~~ the Redemption ~~Date~~ Date, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable ~~under or with~~ in respect to of the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenturecertain changes affecting Canadian withholding taxes. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of record of such Securities, or one or more Predecessor Securities, ~~of record~~ at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a ~~new~~ replacement Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default (other than an Event of Default resulting from a Change in Control Triggering Event which is cured by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. ~~The~~ In addition, it shall be an Event of Default under the Indenture ~~provides that, subject to certain conditions,~~ if ~~(i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii)~~ a Change of in Control Triggering Event ~~occurs,~~ occurs on or prior to the ~~Company shall be required to make an Offer to Purchase for all or a specified portion~~ Maturity of the Securities. The Securities may be accelerated following such an Event of Default as provided in the Indenture unless the Company (or a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Securities and purchases the Securities for the Change in Control Purchase Price in cash on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event from a Holder who delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any Change in Control Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the terms and provisions of the Indenture. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 under the Indenture at any time by the Company and the ~~Trustees~~ Trustee with the consent of the Holders of ~~not less than~~ a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. The Securities are subordinated in right of payment, in the manner and to the extent set forth in the Indenture and in any other agreements entered into by the Trustee, as permitted or required by the Indenture, to acknowledge or effectuate such subordination, to the prior payment in full of all Senior Indebtedness of the Company whether outstanding on the date of the Indenture or thereafter created, incurred, assumed or guaranteed. Each Holder by its acceptance hereof agrees to be bound by such provisions and authorizes and expressly directs the Trustee, on its behalf, to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination provided for in the Indenture and appoints the Trustee its attorney-in-fact for such purpose. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on the Security ~~Register~~Register of the Company, upon surrender of this Security for registration of transfer at ~~any office~~ the offices or ~~agency~~ agencies of the Company maintained for such ~~purpose,~~ purpose in The City of New York duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or ~~his~~ its attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ U.S.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any agent shall be affected by notice to the contrary. ~~This Security shall be governed by, and construed in accordance with, the laws of the State of New York.~~ All terms used in this Security ~~which are not otherwise defined herein and~~ which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S ’S CERTIFICATE OF AUTHENTICATION. ~~TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee)~~ JPMorgan Chase Bank, N.A., as ~~U.S.~~ Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. ~~JPMORGAN CHASE BANK~~ By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES

Appears in 1 contract

Sources: Indenture (Rogers Communications Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (herein called the "“Securities"”), ~~which may~~ issued and to be issued in one or more series under an ~~indenture (the "~~Indenture") , dated as of ~~October 6~~[ ], ~~2004~~2008 (herein called the “Indenture”), ~~among~~ between the ~~Company~~Company and Deutsche Bank Trust Company Americas, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the ~~"U.S.~~ “Trustee"”, which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Except as otherwise provided in Section 314 of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. [The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeemable in ~~amounts of Cdn.$1,000~~ whole or ~~integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not~~ in part, at the option of the Company at any time ~~upon~~ and from time to time, on not less than 30 ~~nor~~ or more than 60 days' ’ prior notice mailed to ~~each Holder~~ the Holders of ~~Securities to be redeemed at such Holder's address appearing in~~ the ~~Security Register~~ Securities, at a ~~redemption price~~ Redemption Price equal to the greater of (i) 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the ~~Indenture. In~~ Securities to be redeemed and (ii) the ~~case~~ sum of ~~any redemption~~ the present values of ~~Securities, interest installments whose Stated Maturity is on or prior~~ the Remaining Scheduled Payments thereon discounted to the Redemption Date ~~will be payable to the Holders~~ on a [semiannual] basis (assuming a 360-day year consisting of ~~such Securities, or one or more Predecessor Securities, of record~~ twelve 30-day months) at the ~~close of business~~ Treasury Rate plus basis points, together in either case with accrued interest on the ~~relevant Record Date referred~~ principal amount being redeemed to ~~on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after~~ the Redemption Date. Subject to payment by the Company of a sum sufficient to pay the amount due on redemption, interest on this Security (or portion hereof if this Security is redeemed in part) shall cease to accrue upon the Redemption Date of this Security (or portion hereof if this Security is redeemed in part).] [The Securities do not have the benefit of a sinking fund.] [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of ~~redemption~~ a deposit or ~~purchase pursuant to~~ withdrawal of an ~~Offer to Purchase~~ interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, ~~a new Security or Securities~~ the Trustee, as custodian for the ~~unredeemed portion hereof~~ Depositary, shall ~~be issued~~ make an adjustment on its records to reflect such deposit or withdrawal in accordance with the ~~name~~ rules and procedures of the ~~Holder hereof upon the cancellation hereof.~~ Depositary.] [INCLUDE IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [INCLUDE IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of ~~all~~ principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. ~~The Indenture provides that, subject~~ Such amount shall be equal to ~~certain conditions, if~~ [— insert formula for determining the amount]. Upon payment (i) ~~certain Net Available Proceeds are available to~~ of the ~~Company as a result~~ amount of ~~Asset Dispositions or~~ principal so declared due and payable and (ii) ~~a Change~~ of ~~Control Triggering Event occurs~~interest on any overdue principal, premium and interest (in each case to the ~~Company~~ extent that the payment of such interest shall be ~~required to make an Offer to Purchase for~~ legally enforceable), all ~~or a specified portion~~ of the ~~Securities~~Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] [INCLUDE IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY — This Security was issued with Original Issue Discount under Section 1272, 1273 and 1275 of the Internal Revenue Code of 1986, as amended. You may contact the Treasurer of the Company, at Avon Products, Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, who will provide you with any required information regarding the Original Issue Discount.] The Indenture contains provisions for defeasance at any ~~time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default~~time, upon compliance ~~by the Company~~ with certain conditions set forth therein, ~~which provisions apply~~ of (i) the entire Indebtedness evidenced by this Security or (ii) certain restrictive covenants and Events of Default with respect to this Security. 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 Securities of each series to be affected under the Indenture at any time by the Company and the ~~Trustees~~ Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities ~~at the time Outstanding~~of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Outstanding Securities ~~at the time Outstanding~~of each series, on behalf of the Holders of all the ~~Securities~~Securities of such series, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to the Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of Outstanding Securities of this series a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on in the Security Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company ~~maintained for such purpose~~in The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement Securities~~new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. Prior to ~~the time of~~ due presentment of this Security for registration of transfer, the Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This Security shall be governed by, and construed in accordance with, the laws of the State of New York.~~ All terms used in this Security ~~which are not otherwise defined herein and~~ which are defined in the Indenture shall have the meanings assigned to them in the Indenture. ~~SECTION 205~~If you want to assign this Security, fill in the form below and have your signature guaranteed: I or we assign and transfer this Security to: (Print or type name, address and zip code and social security or tax ID number of assignee) and irrevocably appoint agent to transfer this Security on the books of the Company. ~~FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION~~The agent may substitute another to act for him. ~~TRUSTEE'S CERTIFICATE OF AUTHENTICATION~~ Date: Signed: (~~Certificate~~ Sign exactly as your name appears on the other side of ~~Authentication may~~ this Security) Signature Guarantee: NOTICE: To be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESan executive officer.

Appears in 1 contract

Sources: Indenture (Retirement Inns of America, Inc.)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (herein called the "“Securities"”), ~~which may~~ issued and to be issued in one or more series under ~~an indenture (the "~~a Subordinated Debt Indenture") , dated as of ~~October 6~~, ~~2004~~20__ (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company, as issuer, ~~JPMorgan Chase Bank~~Allianz SE, as ~~U.S. trustee~~ Guarantor (herein called the ~~"U.S.~~ “Guarantor”) and The Bank of New York, as Trustee (herein called the “Trustee"”, which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Guarantor, the Trustee, the holders of Senior Debt and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314~~ This Security is one of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest series designated on the ~~Securities, and the purchase price payable under an Offer to Purchase,~~ face hereof [if applicable, ~~will be paid~~ insert — , limited in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of to $ ]. [If the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that Security is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any ~~change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein)~~kind, or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. insert — In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof.] The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her 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 created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said provisions. [If applicable, insert — The Indenture contains provisions or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal ~~amount~~ of ~~all~~ the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] Payments under the Securities will be made free and clear of and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed, levied, collected, withheld or assessed by The Netherlands (if by the Company) or the Federal Republic of Germany (if by the Guarantor) or the government of a jurisdiction in which a successor to the Company is organized or resident for tax purposes or any political subdivision or authority thereof or therein that has the power to tax (each, a “Relevant Jurisdiction”), unless required by law. ~~The Indenture provides that~~To the extent any such Taxes are so levied or imposed, the Company will, subject to ~~certain conditions~~the exceptions and limitations set forth in Section 1007 of the Indenture, if pay such additional amounts (i“Additional Amounts”) ~~certain Net Available Proceeds are available~~ to the ~~Company~~ Holder of any Security who is not a resident of a Relevant Jurisdiction as may be necessary in order that every net payment of the principal of and interest on such Security and any other amounts payable on such Security, after withholding for or on account of such Taxes imposed upon or as a result of ~~Asset Dispositions~~ such payment, will not be less than the amount provided for in such Security to be then due and payable. [If applicable insert — In addition to its ability to redeem this Security pursuant to the foregoing,] [i]f at any time as a result of any change in or amendment to the laws or regulations of a Relevant Jurisdiction affecting taxation, or a change in any application or interpretation of such laws or regulations (iiincluding the decision of any court or tribunal) ~~a Change of Control Triggering Event occurs~~either generally or in relation to any particular Securities, which change, amendment, application or interpretation becomes effective on or after , 20__ in making any payment of, or in respect of, the principal amount of, or any premium or interest on, the Securities, the Company ~~shall~~ would be required to ~~make an Offer to Purchase for all or a specified portion of~~ pay any Additional Amounts with respect thereto, then the ~~Securities. The Indenture contains provisions for defeasance~~ Securities will be redeemable upon not less than 45 nor more than 60 days’ notice by mail, at any time ~~of (a)~~ thereafter, in whole but not in part, at the ~~entire indebtedness~~ election of the Company ~~on this~~ as provided in the Indenture at [their principal amount] [if the Security ~~and (b) certain restrictive covenants and~~ is an Original Issue Discount Security, insert an amount equal to ___, insert formula for determining the ~~related Defaults and Events~~ amount], together in the case of ~~Default~~any such redemption with any accrued but unpaid interest to, ~~upon compliance by~~ the ~~Company with certain conditions set forth therein, which provisions apply to this Security~~Redemption Date. 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 Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the ~~Company~~ Company, the Guarantor and the ~~Trustees~~ Trustee with the consent of the Holders of ~~not less than~~ a majority in ~~aggregate~~ principal amount of the Securities at the time ~~Outstanding~~Outstanding of all series to be affected (considered together as one class for this purpose). The Indenture also contains provisions (i) permitting the Holders of ~~specified percentages~~ a majority in ~~aggregate~~ principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all ~~the Securities~~Securities of such series, to waive compliance by the Company or the Guarantor, or both, with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security 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)~~ any premium and interest on this Security at the times, ~~place,~~ 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 Security is registrable on in the Security Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company ~~maintained for such purpose~~in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement Securities~~new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities of this series are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ $ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company or the Trustee may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. Prior to ~~the time of~~ due presentment of this Security for registration of transfer, the Company, the ~~Trustees~~ Guarantor, the Trustee and any agent of the ~~Company~~ Company, the Guarantor or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations in Section 305 thereof on transfers and exchanges of Global Securities. This Security and the Indenture shall be governed ~~by,~~ by and construed in accordance ~~with,~~ with the laws of the State of New York, except for the subordination [If applicable insert — and provisions related to [the absence of any security in the rights of holders of this Security] [the waiver of the rights of set-off] [the obligations to return payments made early on this Security in certain circumstances]] contained herein and in Article Twelve of the Indenture, which shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. All terms used in this Security ~~which are not otherwise defined herein and~~ which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES.

Appears in 1 contract

Sources: Subordinated Debt Indenture (Allianz Finance III B.V.)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Amended and Restated Junior Subordinated Indenture") , dated as of ~~October 6~~September 26, ~~2004~~2005 (the “Indenture”), ~~among~~ between the ~~Company, as issuer,~~ Company and JPMorgan Chase Bank, National Association, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees and~~ Trustee, the holders of Senior Debt, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests~~ or in the ~~Securities who hold their interests through DTC~~ Amended and ~~who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures~~ Restated Trust Agreement, dated as of ~~DTC~~May 17, ~~the principal of~~ 2005 (~~premium~~as modified, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and amended or supplemented from time to time, ~~on or prior~~ the “Trust Agreement”), relating to ~~October 15~~the Bimini Capital Trust I (the “Trust”) among the Company, ~~2007~~as Depositor, the ~~Company may redeem up~~ Trustees named therein and the Holders from time to ~~a maximum of 35%~~ time of the ~~original aggregate principal amount~~ Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities ~~with~~ (unless a shorter notice period shall be satisfactory to the ~~proceeds~~ Trustee) on or after [For Series A Securities, March 30, 2010/for Series B Securities, April 30, 2010] and subject to the terms and conditions of ~~one~~ Article XI of the Indenture, redeem this Security in whole at any time or ~~more Equity Offerings,~~ in part from time to time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Special Event, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest herein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that, for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Banklocal tax purposes, ~~as U.S. Trustee, certifies~~ it is intended that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity constitute indebtedness.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Bimini Capital Management, Inc.)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of AAG Holding Company, Inc. (herein called the ~~Company~~ "Company"), designated as its ~~6.875~~8 7/8% ~~Senior [Exchange]* Notes~~ Subordinated Debentures, due ~~October~~ January 15, ~~2009~~ 2027 (herein called the "Securities"), ~~which may be~~ limited in aggregate principal amount to $77,320,000 issued under an ~~indenture~~ Indenture, dated as of March 11, 1997 (herein called the "Indenture"~~) dated as of October 6, 2004~~), among the Company, ~~as issuer~~American Annuity Group, ~~JPMorgan Chase Bank~~Inc., a Delaware corporation, as ~~U.S. trustee~~ Guarantor (the "~~U.S.~~ Guarantor") and The Bank of New York, as Trustee (herein called the "Trustee", ," which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Trustee, the Company, the ~~Trustees~~ Guarantor and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security which are defined in the Indenture ~~for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests~~ or in the ~~Securities who hold their interests through DTC and who~~ Declaration attached as Annex A thereto shall have ~~not otherwise elected~~ the meanings assigned to ~~receive Canadian dollars~~ them in ~~accordance with~~ the ~~Applicable Procedures of DTC~~Indenture or the Declaration, as the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as case may ~~become payable under Section 1016 of the Indenture~~be. At any time ~~and from time to time,~~ on or ~~prior to October 15~~after March 1, 2007, the Company ~~may redeem up~~ shall have the right, subject to ~~a maximum~~ the terms and conditions of ~~35%~~ Article 12 of the ~~original aggregate~~ Indenture, to redeem this Security at the option of the Company, in whole or in part, at the Redemption Price (expressed as a percentage of the principal amount of such securities) set forth below, plus accrued but unpaid interest to the ~~Securities with~~ Redemption Date, if redeemed during the ~~proceeds~~ twelve-month period beginning on March 1st of ~~one~~ the years indicated: Year Percentage 2007 104.44% 2008 103.99% 2009 103.55% 2010 103.11% 2011 102.66% 2012 102.22% 2013 101.77% 2014 101.33% 2015 100.89% 2016 100.44% On or ~~more Equity Offerings~~after March 1, 2017, the Redemption Price will be 100%, plus accrued and unpaid interest, if any, to the Redemption Date. If a Special Event as defined in the Indenture shall occur and be continuing, the Company shall have the right, subject to the terms and conditions of Article 12 of the Indenture, to redeem this Security at the option of the Company, without premium or penalty, in whole but not in part, at a Redemption Price equal to ~~106.875~~100% of the principal amount ~~thereof,~~ thereof plus accrued ~~and~~ but unpaid interest ~~to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior~~ to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any ~~such~~ redemption ~~shall~~ pursuant to this paragraph will be made ~~on a Redemption Date within 90 days of such Equity Offering~~ upon not less than 30 nor more than 60 ~~days' prior~~ days notice, ~~in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000~~at the Redemption Price. If ~~less than all of~~ the Securities are ~~to be redeemed~~only partially redeemed by the Company, the ~~Trustees shall select the~~ Securities to will be redeemed by lot or such ~~method~~ other manner as the ~~Trustees~~ Trustee shall deem appropriate and fair in its discretion and ~~appropriate. The --------- * Include only~~ that may provide for ~~Exchange Securities. Trustees may select for redemption Securities and~~ the selection of a portion or portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price (equal to ~~100%~~ $1,000 or any integral multiple thereof) of the principal amount ~~plus accrued interest to but excluding~~ of any Security. If a partial redemption of the ~~Redemption Date~~ Preferred Securities resulting from a partial redemption of the Securities would result in the ~~event~~ delisting of the Preferred Securities, the Company ~~has become or would become obligated to pay, on~~ may only redeem the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change Securities in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Datewhole. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default with respect to the Securities shall occur and be continuing, the principal ~~amount~~ of ~~all~~ the Securities may be declared due and payable in the ~~manner and~~ manner, with the effect and subject to the conditions provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for ~~defeasance~~ satisfaction and discharge at any time of ~~(a)~~ the entire indebtedness of ~~the Company on~~ this Security ~~and (b) certain restrictive covenants and the related Defaults and Events of Default,~~ upon compliance by the Company with certain conditions set forth ~~therein, which provisions apply to this Security~~in the Indenture. The Indenture ~~permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of~~ contains provisions permitting the Company and the ~~rights of the Holders under the Indenture at any time by the Company and the Trustees~~ Trustee, with the consent of ~~the~~ Holders of not less than a majority in ~~aggregate~~ principal amount of the Outstanding Securities at affected by such modification, to modify the ~~time Outstanding. The~~ Indenture ~~also contains provisions permitting~~ in a manner affecting the rights of the Holders of ~~specified percentages~~ the Securities; provided that no such modification may, without the consent of the Holder of each Outstanding Security affected thereby, (i) except to the extent permitted and subject to the conditions set forth in ~~aggregate~~ the Indenture with respect to the extension of the Maturity of this Security, change the Maturity of, the principal of, or any installment of interest on, the Security, or reduce the principal amount hereof or the rate of interest thereon, or change the place of payment where, or the coin or currency in which, this Security or interest hereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity hereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of the Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, (ii) reduce the percentage in principal amount of the ~~Securities at the time Outstanding, on behalf of the Holders of all the~~ Outstanding Securities, ~~to waive~~ the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance ~~by the Company~~ with certain provisions of the Indenture ~~and~~ or certain ~~past~~ defaults ~~under the Indenture~~ hereunder and their consequences. Any such consent or waiver by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, ~~the Company may, subject to certain limitations, from time to time, without notice to~~ or ~~the consent~~ (iii) modify any of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit provisions of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSection 5.13,

Appears in 1 contract

Sources: Indenture (American Annuity Group Capital Trust Ii)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ and Reading NZ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Junior Subordinated Indenture") , dated as of ~~October 6~~February 5, ~~2004~~2007 (the “Indenture”), among the Company, ~~as issuer, JPMorgan Chase~~ Reading NZ and W▇▇▇▇ Fargo Bank, N.A., as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, Reading NZ, the ~~Trustees and~~ Trustee, the holders of Senior Debt, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. Except as otherwise provided in Section 314 of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 under the Indenture at any time by the Company and the Trustees with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security ~~which are not otherwise defined herein and which~~ that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of February 5, 2007 (as modified, amended or supplemented from time to time, the “Trust Agreement”), relating to the Reading International Trust I (the “Trust”) among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the ~~Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank~~Indenture or the Trust Agreement, as ~~U.S. Trustee~~the case may be. The Obligors may, ~~certifies that this is one~~ on any Interest Payment Date, at their option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities ~~referred~~ (unless a shorter notice period shall be satisfactory to the Trustee) on or after the No Call Period, and subject to the terms and conditions of Article XI of this Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the ~~within~~case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. If a Change of Control occurs and holders of Preferred Securities holding at least 25% in aggregate principal amount of the Preferred Securities give written notice to the Company (on behalf of itself and Reading NZ) within thirty (30) days following the date the Company (on behalf of itself and Reading NZ) notifies such holders of Preferred Securities of the Change of Control (such 30-~~mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company~~day period, the “Notice Period”), of their election to cause the redemption or defeasance, as ~~Canadian Trustee, certifies that this is one~~ applicable of the Securities ~~referred to in~~ (a “Change of Control Election”), the ~~within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES~~Company shall be required (on behalf of itself and Reading NZ), within thirty (30) days following the end of the Notice Period to:

Appears in 1 contract

Sources: Junior Subordinated Indenture (Reading International Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated~~ (the “Securities”) issued under the Junior Subordinated Indenture, dated as ~~its 6.875% Senior [Exchange]* Notes due October 15~~of April 30, 2009 (the ~~"Securities"~~“Indenture”), ~~which may be issued under an indenture (~~between the ~~"Indenture") dated as~~ Company and The Bank of ~~October 6, 2004, among the~~ New York Mellon Trust Company, ~~as issuer, JPMorgan Chase Bank~~National Association, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee, the holders of Senior Debt and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars~~ shall have the meanings assigned to ~~certain Holders, on behalf of owners of beneficial interests~~ them in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankIndenture. The Company ~~will pay~~ may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders ~~such Additional Amounts as may become payable under Section 1016~~ of the Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after April 30, 2011 and subject to the terms and conditions of Article XI of the Indenture~~. At~~ , redeem this Security in whole at any time ~~and~~ or in part from time to ~~time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings,~~ time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Tax Event, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in aggregate principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended), and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness. This Security shall be ~~governed by,~~ construed and ~~construed~~ enforced in accordance ~~with,~~ with and governed by the laws of the State of New York~~. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned~~ , without reference to ~~them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION~~ its conflict of laws provisions (~~Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one~~ other than section 5-1401 of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESGeneral Obligations Law).

Appears in 1 contract

Sources: Junior Subordinated Indenture (Newcastle Investment Corp)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (herein called the "Securities"), ~~which may~~ issued and to be issued under ~~an indenture~~ a Junior Subordinated Indenture, dated as of February 1, 1997 (herein called the "Indenture"~~) dated as~~ ), between the Company and The Bank of ~~October 6, 2004, among the Company~~New York, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the ~~Company~~Trustee, the ~~Trustees~~ Company and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314~~ This Security is one of the ~~Indenture for payments of United States Dollars~~ series designated on the face hereof, limited in aggregate principal amount to ~~certain Holders, on behalf of owners of beneficial interests~~ $________________. All terms used in this Security that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of _____________________, ______, as amended (the "Trust Agreement"), for HL&P Capital Trust [ ], among Houston Lighting & Power Company, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The redemption provisions for each series of Securities ~~who hold their interests through DTC and who have not otherwise elected~~ shall be established by or pursuant to ~~receive Canadian dollars~~ a Board Resolution or in one or more indentures supplemental hereto, in each case in accordance with the ~~Applicable Procedures~~ provisions of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the this Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for ~~defeasance at any time~~ satisfaction and discharge of ~~(a)~~ the entire indebtedness of ~~the Company on~~ this Security ~~and (b) certain restrictive covenants and the related Defaults and Events of Default,~~ upon compliance by the Company with certain conditions set forth ~~therein, which provisions apply to this Security~~in the Indenture. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the Outstanding Securities of all series to be affected by such supplemental indenture and, under certain circumstances, in the case of Securities of a Series issued to an HL&P Trust, the consent of holders of at ~~the time~~ least a majority in Aggregate Liquidation Amount of Preference Securities then Outstanding. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the Securities of all series at the time Outstanding, on behalf of the Holders of all Securities of such series, and in the ~~Securities~~case of Securities of a Series issued to an HL&P Trust, the Holders of Preference Securities issued by such HL&P Trust 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security,--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount (and premium, if any) of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to an HL&P Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal (and premium, if any) of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preference Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount (and premium, if any) of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal (and premium, if any) and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, --As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of (and premium, if any) the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to an HL&P Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preference Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee. Upon any such declaration, such amount of the principal of (and premium, if any) and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal (and premium, if any) and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal (and premium, if any) and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security 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 Security at the times, ~~place,~~ 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 Security is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained ~~for such purpose,~~ under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement Securities~~new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. ~~As provided~~ No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in ~~the Indenture~~connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company ~~may~~or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, ~~subject to certain limitations~~whether or not this Security be overdue, ~~from time to time~~and neither the Company, ~~without~~ the Trustee nor any such agent shall be affected by notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificatecontrary. The Securities of this series are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ $___ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. ~~No service charge shall be made for any registration of transfer or exchange or redemption of Securities~~The Company and, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment by its acceptance of this Security ~~for registration of transfer~~or a beneficial interest therein, the ~~Company~~Holder of, ~~the Trustees~~ and any ~~agent of the Company or the Trustees may treat the~~ Person ~~in whose name~~ that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is ~~registered on the Security Register as the owner hereof for all purposes, whether or not~~ intended that this Security ~~be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary~~constitute indebtedness. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ~~TRUSTEE'S CERTIFICATE~~ THE STATE OF ~~AUTHENTICATION. TRUSTEE'S CERTIFICATE~~ NEW YORK WITHOUT REGARD TO CONFLICTS OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESLAWS PRINCIPLES THEREOF.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Hl&p Capital Trust I)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Junior Subordinated Indenture") , dated as of ~~October 6~~July 26, ~~2004~~2006 (the “Indenture”), ~~among~~ between the ~~Company, as issuer,~~ Company and JPMorgan Chase Bank, National Association, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees and~~ Trustee, the holders of Senior Debt, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests~~ or in the ~~Securities who hold their interests through DTC~~ Amended and ~~who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures~~ Restated Trust Agreement, dated as of ~~DTC~~July 26, ~~the principal of~~ 2006 (~~premium~~as modified, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and amended or supplemented from time to time, ~~on or prior~~ the “Trust Agreement”), relating to ~~October 15~~the CBRE Realty Finance Trust I (the “Trust”) among the Company, ~~2007~~as Depositor, the ~~Company may redeem up~~ Trustees named therein and the Holders from time to ~~a maximum of 35%~~ time of the ~~original aggregate principal amount~~ Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities ~~with~~ (unless a shorter notice period shall be satisfactory to the ~~proceeds~~ Trustee) on or after July 30, 2011 and subject to the terms and conditions of ~~one~~ Article XI of the Indenture, redeem this Security in whole at any time or ~~more Equity Offerings,~~ in part from time to time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Special Event, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended, and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest herein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that, for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Banklocal tax purposes, ~~as U.S. Trustee, certifies~~ it is intended that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity constitute indebtedness.

Appears in 1 contract

Sources: Junior Subordinated Indenture (CBRE Realty Finance Inc)

Form of Reverse of Security. This 7% Extendible Tenor Rate-Adjusted Security is one of a duly authorized issue of securities of the ~~Company designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ Issuer (herein called the "~~Securities~~X- TRAS"), ~~which may~~ issued and to be issued under an ~~indenture~~ Indenture, dated as of September 15, 1992, as supplemented by certain supplemental indentures, including the Sixth Supplemental Indenture, dated as of January 13, 1998 (herein collectively referred to as the "Indenture"~~) dated~~ ), between the Issuer and NBD Bank, a Michigan banking corporation (formerly known as ~~of October 6~~NBD Bank, ~~2004, among the Company~~National Association), as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Indenture Trustee (herein called the "~~U.S.~~ Indenture Trustee", which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the ~~Company~~Issuer, the ~~Trustees and~~ Indenture Trustee, the Holders of the ~~Securities,~~ X-TRAS and of the terms upon which the ~~Securities~~ X- TRAS are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314~~ This Security is one of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest series designated on the ~~Securities~~face hereof, ~~and the purchase price payable under an Offer to Purchase, if applicable, will be paid~~ limited in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount ~~of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal~~ to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate$180,000,000. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities X-TRAS will ~~also~~ be ~~subject to redemption as a whole, but not in part~~redeemable at any time, at the option of the ~~Company at~~ Issuer, in whole or in part, on any ~~time upon~~ date on or prior to the Premium Termination Date on not less than 30 nor more than 60 days' notice ~~mailed~~ to ~~each Holder of Securities to be redeemed at such Holder's address appearing in~~ the ~~Security Register~~ Indenture Trustee, the Pass Through Trustee and the Extension Option Buyer, at a redemption price ("Early Redemption Price") equal to the sum of (i) 100% of the principal amount ~~plus~~ of the X-TRAS being redeemed, together with accrued ~~interest~~ interest, thereon to ~~but excluding~~ the Redemption Date in plus the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws Applicable Premium (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, but interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the ~~Holders of such Securities, or one or more Predecessor Securities,~~ Holder thereof of record at the close of business on the relevant Record Date referred to on the face ~~hereof. Securities~~ hereof all as provided in the Indenture) plus (~~or portions thereof~~ii) ~~for whose redemption~~ the ISDA Amount, if any, as of the second Business Day preceding the Redemption Date as determined by the Extension Option Buyer and ~~payment provision is made in accordance with~~ notified to the Issuer, the Indenture ~~shall cease~~ Trustee and the Pass Through Trustee by 12 noon, New York City time, on such second preceding Business Day. In no event will the Early Redemption Price calculated pursuant to ~~bear~~ the foregoing clause (i) ever be less than 100% of the principal amount of the X- TRAS plus accrued interest ~~from and after~~ to the Redemption Date. In The Notional Amount used to determine the ~~event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities for the unredeemed portion hereof~~ ISDA Amount shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available equal to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 under the Indenture at any time by the Company and the Trustees with the consent of the Holders of not less than a majority in aggregate principal amount of ~~the Securities at the time Outstanding~~X-TRAS redeemed. The ~~Indenture also contains provisions permitting~~ following definitions are used to determine the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESApplicable Premium:

Appears in 1 contract

Sources: Supplemental Indenture (CMS Energy Corp)

Appears in 1 contract

Sources: Junior Subordinated Indenture (Fidelity Bancshares Nc Inc /De/)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company designated as its ~~6.875~~5% Senior [Exchange]* Convertible Subordinated Notes ~~due October 15, 2009~~ Due 2007 (herein called the "Securities"), ~~which may~~ limited in aggregate principal amount to $350,000,000 issued and to be issued under an ~~indenture~~ Indenture, dated as of May 13, 2002 (herein called the "Indenture"~~) dated as of October 6~~, ~~2004~~which term shall have the meaning assigned to it in such instrument), among the Company, ~~as issuer~~IKON Office Solutions, ~~JPMorgan Chase Bank~~Inc. ("IKON") and Deutsche Bank Trust Company Americas, as ~~U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture and any supplements thereto for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, IKON, the ~~Trustees~~ Trustee, the holders of Senior Indebtedness of the Company and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise~~ No sinking fund is provided ~~in Section 314 of the Indenture~~ for ~~payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests~~ in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do may not ~~have the benefit of sinking fund obligations. The Securities will also~~ be ~~subject to redemption as a whole, but not in part,~~ redeemed at the option of the Company prior to May 9, 2005. Thereafter, if the Shelf Registration Statement covering resales of the Common Stock issuable upon conversion of this Security is effective and expected to remain effective for 30 days following the redemption date, the Securities may be redeemed at the option of the Company, in whole or in part, at a Redemption Price of: 102% during the period of May 9, 2005 through April 30, 2006, and 101% during the period of May 1, 2006 through April 30, 2007 of the principal amount, in each case together with accrued interest to the Redemption Date. Notice of redemption (which notice shall be irrevocable) will be given by first-class mail to Holders of Securities at their registered addresses as recorded in the Security Register. Notice will be given not more than 60 nor less than 30 days prior to the Redemption Date, as provided in the Indenture. In any case where the due date for the payment of the principal of, or interest on, any Security or the last day on which a Holder of a Security has a right to convert his Security shall be at any place of payment or place of conversion, as the case may be, a day on which banking institutions at such place of payment or place of conversion are authorized or obligated by law or executive order to close, then payment of principal or interest or delivery for conversion of such Security need not be made on or by such date at such place but may be made on or by the next succeeding day at such place which is not a day on which banking institutions are authorized or obligated by law or executive order to close, with the same force and effect as if made on the date for such payment or the date fixed for redemption or repurchase, or at the Stated Maturity or by such last day for conversion, and no interest shall accrue for the period after such date. Subject to and upon compliance with the provisions of the Indenture, the Holder of this Security is entitled, at his option, at any time prior to the close of business on May 1, 2007, or in case this Security is called for redemption or the Holder hereof has exercised its right to require the Company to repurchase this Security, then in respect of this Security until and including, but (unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be) not ~~less than 30 nor more than 60 days' notice mailed~~ after, the close of business on the Redemption Date or the Repurchase Date, as the case may be, to convert this Security into validly issued fully paid and nonassessable Common Stock at an initial Conversion Price of $15.03 per 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 Security, and also a duly executed conversion notice, substantially in the form of the Conversion Notice attached to this Security, to IKON, subject to any laws or regulations applicable thereto and subject to the right of IKON to terminate the appointment of the Conversion Agent (as defined below), at the Corporate Trust Office of the Trustee, or at the office or agency of the Company maintained in ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ for such purpose, or at such other offices or agencies outside the United States that the Company may designate for such purpose (each a "Conversion Agent"). IKON hereby appoints Deutsche Bank Trust Company Americas, having an office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as such an agent in The City of New York. Except as provided in the Indenture, no payment or adjustment is to be made on conversion for cash dividends on the Common Stock issued upon conversion or, if the date of conversion is not an Interest Payment Date, interest accrued hereon from the Interest Payment Date next preceding the date of conversion. No fractions of shares or scrip certificates representing fractions of shares will be issued upon conversion, but instead of any fractional interest (calculated to the nearest 1/100th of a share) IKON shall pay a cash adjustment as provided in the Indenture, or alternatively, at IKON's option, IKON shall round up the conversion transaction to the next higher whole share. Notwithstanding any provision hereof, no securities will be delivered upon conversion of this Security or any portion hereof unless a conversion notice, substantially in the form attached to this Security, has been duly executed. If a Change in Control (as defined in the Indenture) occurs, the Holder of ~~Securities to be redeemed~~ this Security shall have the right, at ~~such~~ the Holder's ~~address appearing~~ option in accordance with the provisions of the Indenture, to require the Company to repurchase this Security ~~Register~~ (or any portion of the principal amount hereof that is an integral multiple of $1,000) for cash at a ~~redemption price~~ Repurchase Price equal to 100% of the principal amount thereof plus interest accrued ~~interest~~ to ~~but excluding~~ the ~~Redemption Date~~ Repurchase Date. Whenever in this Security there is a reference, in any context, to the ~~event~~ principal of any Security as of any time, such reference shall be deemed to include reference to the ~~Company has become~~ Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would ~~become obligated to pay~~be so payable at such time, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date and express mention of the ~~Indenture. In the case of~~ Repurchase Price in any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision ~~is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption or purchase pursuant to an Offer to Purchase~~ of this Security shall not be construed as excluding the Repurchase Price in ~~part only~~those provisions of this Security when such express mention is not made. The indebtedness evidenced by this Security is, ~~a new~~ to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all amounts then or thereafter to become due on all Senior Indebtedness of the Company, and this Security ~~or Securities for~~ is issued subject to such provisions of the ~~unredeemed portion hereof~~ Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be ~~issued in~~ bound by such provisions, (b) authorizes and directs the ~~name of~~ Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the ~~Holder hereof upon~~ subordination so provided and (c) appoints the ~~cancellation hereof~~Trustee as its attorney-in-fact for any and all such purposes. If an Event of Default shall occur and be continuing, the principal ~~amount~~ of all the Securities may be declared due and payable to the extent, in the manner and with the effect provided in the Indenture. ~~The Indenture provides that, subject to certain conditions, if~~ Upon payment (i) ~~certain Net Available Proceeds are available to~~ of the ~~Company as a result~~ amount of ~~Asset Dispositions or~~ principal so declared due and payable and (ii) ~~a Change~~ of ~~Control Triggering Event occurs~~interest on any overdue principal and, to the ~~Company shall be required to make an Offer to Purchase for~~ extent permitted by applicable law, overdue interest, all ~~or a specified portion~~ of the ~~Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness~~ Company's obligations in respect of the ~~Company~~ payment of the principal of and interest on ~~this Security and (b) certain restrictive covenants and~~ the ~~related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security~~Securities shall terminate. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the ~~Company~~ Company, IKON and the rights of the Holders of the Securities under the Indenture at any time by the ~~Company~~ Company, IKON and the ~~Trustees~~ Trustee with the consent of the Holders of ~~not less than a majority~~ 66 2/3% in ~~aggregate~~ principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in ~~aggregate~~ principal amount of the Securities at the time Outstanding, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this ~~Security. No reference herein to the Indenture and no provision of this~~ Security 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 Security at the times, place, and rate, and in the coin or currency, herein prescribedsuch other Security. As provided in the Indenture and subject to certain limitations and satisfaction of certain requirements therein set forth, the transfer of this Security is registrable on in the Security Register, upon surrender of this Security for registration of transfer at ~~any~~ the Corporate Trust Office of the Trustee or the office or agency of the Company ~~maintained~~ as may be designated by it for such ~~purpose~~purpose in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As During a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities selected for redemption and ending at the close of business on the day of such mailing, the Company shall not be required to issue, register the transfer of or exchange this Security except as provided ~~for~~ in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons and except as provided in denominations of ~~Cdn.$1,000~~ $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations and satisfaction of certain requirements therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. Prior to ~~the time of~~ due presentment of this Security for registration of transfer, the Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name ~~this~~ such Security is registered ~~on the Security Register~~ as the owner ~~hereof~~ thereof for all purposes, whether or not ~~this~~ such Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This Security shall be governed by, and construed in accordance with, the laws of the State of New York~~THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. All terms used in this Security ~~which are not otherwise defined herein and~~ which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES.

Appears in 1 contract

Sources: Indenture (Ikon Office Solutions Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Junior Subordinated Indenture") , dated as of ~~October 6~~July 27, ~~2004~~2005 (the “Indenture”), ~~among~~ between the ~~Company, as issuer,~~ Company and JPMorgan Chase Bank, National Association, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees and~~ Trustee, the holders of Senior Debt, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests~~ or in the ~~Securities who hold their interests through DTC~~ Amended and ~~who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures~~ Restated Trust Agreement, dated as of ~~DTC~~July 27, ~~the principal of~~ 2005 (~~premium~~as modified, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and amended or supplemented from time to time, ~~on or prior~~ the “Trust Agreement”), relating to ~~October 15~~the ESS Statutory Trust III (the “Trust”) among the Company, ~~2007~~as Depositor, the ~~Company may redeem up~~ Trustees named therein and the Holders from time to ~~a maximum of 35%~~ time of the ~~original aggregate principal amount~~ Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities ~~with~~ (unless a shorter notice period shall be satisfactory to the ~~proceeds~~ Trustee) on or after July 30, 2010, and subject to the terms and conditions of ~~one~~ Article XI of the Indenture, redeem this Security in whole at any time or ~~more Equity Offerings,~~ in part from time to time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Special Event, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended), and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest herein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that, for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Banklocal tax purposes, ~~as U.S. Trustee, certifies~~ it is intended that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity constitute indebtedness.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Extra Space Storage Inc.)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of ~~the Company~~ St. ▇▇▇▇, designated as its ~~6.875~~[ ]% ~~Senior [Exchange]* Notes due October 15, 2009~~ Junior Subordinated Debentures Due 2050 (herein called the "~~Securities~~SECURITIES"), ~~which may~~ limited in aggregate principal amount to $[ ], issued and to be issued under an ~~indenture (the "~~Indenture") , dated as of ~~October 6~~[ ], ~~2004~~2001 (herein called the "INDENTURE"), ~~among the Company~~between The St. ▇▇▇▇ Companies, ~~as issuer~~Inc., ~~JPMorgan~~ a Minnesota corporation ("The ST. ▇▇▇▇") and The Chase Manhattan Bank, not in its individual capacity but solely as ~~U.S. trustee~~ Trustee (herein called the "~~U.S. Trustee~~TRUSTEE", which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of ~~the Company~~The St. ▇▇▇▇, the ~~Trustees and~~ Trustee, the Holders of the ~~Securities,~~ Securities and the holders of Senior Indebtedness and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except~~ All terms used in this Security which are defined in the Indenture shall have the respective meanings assigned to them in the Indenture. All terms used in this Security which are not defined in the Indenture but are defined in the form of Declaration (as ~~otherwise~~ executed by the parties thereto, the "DECLARATION") attached as Annex A thereto shall have the respective meanings assigned to them in such form of Declaration. The indebtedness evidenced by this Security is, to the extent provided in ~~Section 314~~ the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture ~~for payments~~ with respect thereto. Each Holder of ~~United States Dollars~~ this Security, by accepting the same, (a) agrees to ~~certain Holders~~and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf ~~of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected~~ to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders take such ~~Additional Amounts~~ action as may ~~become payable under Section 1016 of~~ be necessary or appropriate to effectuate the ~~Indenture. At~~ subordination so provided and (c) appoints the Trustee his attorney-in-fact for any ~~time~~ and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any all such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereofpurposes. If an Event of Default with respect to the Securities shall occur and be continuing, the principal ~~amount~~ of ~~all~~ the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of ~~the Company~~ St. ▇▇▇▇ and the rights of the Holders of the Securities under the Indenture at any time by ~~the Company~~ The St. ▇▇▇▇ and the ~~Trustees~~ Trustee with the consent of the Holders of ~~not less than~~ a majority in aggregate principal amount of the Securities at the time ~~Outstanding~~Outstanding and while the Preferred Securities are outstanding, the consent of holders of a Majority in liquidation amount of the Preferred Securities. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of ~~the Company~~St. ▇▇▇▇, which is absolute and unconditional, to pay the principal of ~~(and premium, if any)~~ and interest on this Security at the times, ~~place,~~ 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 Security is registrable on in the Security Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of ~~the Company maintained for such purpose~~The St. ▇▇▇▇ in The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to ~~the Company~~ St. ▇▇▇▇ and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but ~~the Company may~~ The St. ▇▇▇▇ ▇▇▇ require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. Prior to ~~the time of~~ due presentment of this Security for registration of transfer, ~~the Company~~The St. ▇▇▇▇, the ~~Trustees~~ Trustee and any agent of ~~the Company~~ The St. ▇▇▇▇ or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of the Company~~neither The St. ▇▇▇▇, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES.

Appears in 1 contract

Sources: Indenture (St Paul Companies Inc /Mn/)

Form of Reverse of Security. This ~~Security~~ Note is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (herein called the "~~Securities~~Installment Notes"), ~~which may~~ issued and to be issued in one or more series under an ~~indenture (the "Indenture")~~ Indenture dated as of ~~October 6~~August 1, ~~2004, among~~ 1982 between the ~~Company, as issuer, JPMorgan Chase~~ Company and ▇▇▇▇▇▇ Trust and Savings Bank, as ~~U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", which term includes any successor trustee under ~~the~~ said Indenture), as heretofore and ~~CIBC Mellon Trust Company,~~ hereafter supplemented and amended (said Indenture as ~~Canadian trustee (~~so supplemented and amended being herein called the "~~Canadian Trustee~~Indenture"), ~~which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee")~~ to which Indenture ~~and all indentures supplemental thereto~~ reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee and the Holders of the ~~Securities,~~ Installment Notes and of the terms upon which the ~~Securities~~ Installment Notes are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314~~ This Installment Note is one of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest series designated on the ~~Securities~~face hereof, ~~and the purchase price payable under an Offer to Purchase, if applicable, will be paid~~ limited in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount ~~of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal~~ to ~~106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (~~$171,264,000. The Installment Notes are subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption ~~shall be made on a Redemption Date within 90 days of such Equity Offering~~ upon not less than 30 ~~nor more than 60~~ days' ~~prior notice~~notice by mail, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a ~~whole, but not~~ whole or in part, at the ~~option~~ election of the ~~Company~~ Company, at any time ~~upon not less than 30 nor more than 60 days' notice mailed to each Holder~~ during the 12-month period beginning October 1 of ~~Securities~~ the year indicated, at the following Redemption Prices (expressed as percentages of the then remaining principal balance of the Installment Notes to be ~~redeemed at such Holder's address appearing~~ redeemed) Year Percentage ---- ---------- 1990 105.5 1991 104.4 1992 103.3 1993 102.2 1994 101.1 together in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any such redemption ~~of Securities~~with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to ~~the~~ such Redemption Date will be payable to the Holders of ~~such Securities,~~ the Installment Notes or one or more Predecessor Securities, of record at the close of business on the relevant Record ~~Date~~ Dates referred to on the face hereof~~. Securities (or portions thereof) for whose redemption and payment provision is made~~ , all as provided in ~~accordance with~~ the ~~Indenture shall cease to bear interest from and after the Redemption Date~~Indenture. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this ~~Security~~ Installment Note in part only, a new ~~Security~~ Installment Note or ~~Securities~~ Installment Notes of authorized denominations for the unredeemed portion of the principal sum hereof ~~shall~~ unreduced by any installment payments will be issued in the name of the Holder hereof upon the cancellation hereof; provided, however, that if one or more installments of principal with respect to this Installment Note have been paid prior to any such issuance, there shall be stamped on such new Installment Note or Installment Notes notation of such payment. If an Event of Default with respect to the Installment Notes shall occur and be continuing, the principal ~~amount~~ of ~~all~~ the ~~Securities~~ Installment Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 Securities of each series to be affected under the Indenture at any time by the Company and the ~~Trustees~~ Trustee with the consent of the Holders of ~~not less than a majority~~ 662/3% in ~~aggregate~~ principal amount of the Securities at the time ~~Outstanding~~Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in ~~aggregate~~ principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all ~~the Securities~~Securities of such series, 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 by ~~or on behalf of~~ the Holder of this ~~Security~~ Installment Note shall be conclusive and binding upon such Holder and upon all future Holders of this ~~Security~~ Installment Note and of any ~~Security~~ Installment Note issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this ~~Security~~Installment Note. No reference herein to the Indenture and no provision of this ~~Security~~ Installment Note 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 (if any) on this ~~Security~~ Installment Note at the times, ~~place,~~ 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 ~~Security~~ Installment Note is registrable on in the Security Register, upon surrender of this ~~Security~~ Installment Note for registration of transfer at ~~any~~ the office or agency of the Company ~~maintained for such purpose~~in any place where the principal of and premium, if any, and interest (if any) on this Installment Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement Securities~~new Installment Notes, of authorized denominations and for ~~the same~~ a like aggregate principal ~~amount~~sum, will be issued to the designated transferee or transferees~~. As provided for in the Indenture~~; provided, ~~the Company may~~however, ~~subject~~ that if one or more installments of principal with respect to ~~certain limitations, from time~~ this Installment Note have been paid prior to ~~time, without notice to or the consent of the Holders, create and issue Additional Securities so that~~ any such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent there shall be ~~affected~~ stamped on such new Installment Note or Installment Notes notation of such payment. Except by ~~notice to the contrary. This Security shall be governed by, and construed in accordance with~~will, the laws of ~~the State~~ descent or distribution or otherwise by operation of ~~New York. All terms used in~~ law, this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication Installment Note may be ~~executed by either Trustee~~sold, transferred, pledged or assigned only to a Permitted Transferee (as hereinafter defined). No transfer will be effective unless the Trustee receives from the proposed transferee a completed affidavit to the effect that the proposed transferee is a Permitted Transferee. Permitted Transferees are (a) ~~JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one~~ for a Holder of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESan

Appears in 1 contract

Sources: First Supplemental Indenture (PPG Industries Inc)

Form of Reverse of Security. This Security is one of a duly --------------------------- authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (herein called the "Securities"), ~~which may~~ ---------- issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of ________________, 2001, as supplemented by an ~~indenture~~ Officers' Certificate dated as of ________________ (herein called the "Indenture"~~) dated as of October 6~~), ~~2004, among~~ between the Company and Wilmington Trust Company, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", ," which term includes any ~~successor~~ Successor Trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the ~~Company~~Trustee, the ~~Trustees~~ Company and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314~~ This Security is one of the ~~Indenture for payments of United States Dollars~~ series designated on the face hereof [, limited in aggregate principal amount to ~~certain Holders, on behalf of owners of beneficial interests~~ $______________]. All terms used in this Security that are defined in the ~~Securities who hold their interests through DTC~~ Indenture and ~~who have not otherwise elected to receive Canadian dollars~~ in ~~accordance with~~ the ~~Applicable Procedures~~ Amended and Restated Declaration of ~~DTC~~Trust of Commonwealth Bankshares Capital Trust I, dated as of _______________, 2001, as amended (the ~~principal~~ "Amended and Restated Declaration of ~~(premium~~Trust"), ~~if any) and interest on the Securities~~among Commonwealth Bankshares, Inc., as Depositor, and the ~~purchase price payable under an Offer~~ Trustees named therein, shall have the meanings assigned to ~~Purchase~~them in the Indenture or, ~~if applicable~~to the extent not defined in the Indenture, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankthe Amended and Restated Declaration of Trust, as the case may be. The Company ~~will pay~~ has the right to ~~the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At~~ redeem this Security (i) on or after _______________, 2006, in whole at any time ~~and~~ or in part from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding ii) in whole (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part), ~~at the option of the Company~~ at any time ~~upon not less than 30 nor more than 60 days' notice mailed to~~ within 90 days following the occurrence and during the continuation of a Tax Event, an Investment Company Event or a Capital Treatment Event, in each ~~Holder of Securities to be redeemed~~ case at ~~such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding~~ the Redemption ~~Date in the event the Company has become or would become obligated~~ Price, and subject to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Datepossible regulatory approval. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. On the terms and subject to the conditions set forth in the Indenture, the Holder of any Security has the right, exercisable at any time on or before 5:00 p.m. (Norfolk, Virginia time) on the earlier of (i) the Business Day immediately preceding the date of redemption of such Security, whether at maturity or upon prepayment, and (ii) the Conversion Termination Date of the Securities, if any, to convert the principal amount thereof (or any portion thereof that is a multiple of $5.00) into fully paid and nonassessable shares of Common Stock of the Company at the Conversion Price described in the Indenture. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Conversion Price in effect on the date of conversion. No fractional shares will be issued upon conversion, but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stock. The conversion right and the Conversion Price are subject to adjustment as provided in the Indenture, to which reference is hereby made. Under certain circumstances specified in the Indenture, Holders converting Securities may be entitled to accrued and unpaid interest (including Additional Interest and Additional Sums, if any, to the extent permitted by applicable law) on such Securities. The conversion rights of the Holders of Securities are subject to termination at the option of the Company on and after ____________, 2006, subject to and upon the satisfaction of certain conditions set forth in the Indenture. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal ~~amount~~ of ~~all the Securities~~ this Security may be declared due and payable in the ~~manner and~~ manner, with the effect and subject to the conditions provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the Outstanding Securities ~~at the time Outstanding~~of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all ~~the Securities~~Securities of such series, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided, however, that, in the case of the Securities of this series issued to a Commonwealth Bankshares Capital Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series fail to declare the principal of all of the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee with a copy to the Property Trustee. The Holders of a majority in aggregate principal amount of the Outstanding Securities of this series may annul such declaration and waive the default by written notice to the Property Trustee, the Company and the Trustee if the default (other than the nonpayment of the principal of these Securities that has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee. Should the Holders of the Securities of this series fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration such principal amount and the accrued interest (including any Additional Interest) on all of the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. No reference herein to the Indenture and no provision of this Security 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 Security at the times, ~~place,~~ 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 Security is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained ~~for such purpose,~~ pursuant to Section 10.02 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement Securities~~new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. ~~As provided~~ No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in ~~the Indenture~~connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company ~~may~~or the Trustee shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, ~~subject to certain limitations~~whether or not this Security is overdue, ~~from time to time~~and neither the Company, ~~without~~ the Trustee nor any such agent shall be affected by notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificatecontrary. The Securities of this series are issuable ~~only~~ in registered form without ~~coupons in denominations of Cdn.$1,000 and any integral multiple thereof~~coupons. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. ~~No service charge shall be made for any registration of transfer or exchange or redemption of Securities~~The Company and, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment by its acceptance of this Security ~~for registration of transfer~~or a beneficial interest herein, the ~~Company~~Holder of, ~~the Trustees~~ and any ~~agent of the Company or the Trustees may treat the~~ Person ~~in whose name~~ that acquires a beneficial interest in, this Security ~~is registered on the~~ intend that such Security ~~Register~~ constitute indebtedness and agree to treat such Security as ~~the owner hereof~~ indebtedness for all United States Federal, state and local tax purposes~~, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary~~. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ~~TRUSTEE'S CERTIFICATE~~ THE COMMONWEALTH OF ~~AUTHENTICATION. TRUSTEE'S CERTIFICATE~~ VIRGINIA WITHOUT REGARD TO THE CONFLICTS OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESLAWS PRINCIPLES THEREOF.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Commonwealth Bankshares Inc)

Form of Reverse of Security. ity. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (herein called the "Securities"), ~~which may~~ issued and to be issued in one or more series under ~~an indenture~~ a Junior Subordinated Indenture, dated as of July 8, 1997 (herein called the "Indenture"~~) dated as~~ ), between the Company and The Bank of ~~October 6, 2004, among the Company~~New York, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the ~~Company~~Trustee, the ~~Trustees~~ Company and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314~~ This Security is one of the ~~Indenture for payments of United States Dollars~~ series designated on the face hereof, limited in aggregate principal amount to ~~certain Holders, on behalf of owners of beneficial interests~~ $ . All terms used in this Security that are defined in the ~~Securities who hold their interests through DTC~~ Indenture or in the Amended and ~~who have not otherwise elected to receive Canadian dollars in accordance with~~ Restated Trust Agreement, dated as of July 8, 1997 as amended (the ~~Applicable Procedures of DTC~~"Trust Agreement") among USF&G Corporation, ~~the principal of (premium, if any) and interest on the Securities~~as Depositor, and the ~~purchase price payable under an Offer~~ Trustees named therein, shall have the meanings assigned to ~~Purchase~~them in the Indenture or the Trust Agreement, ~~if applicable, will be paid~~ as the case may be. Upon the occurrence and during the continuation of a Tax Event in ~~Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on~~ respect of a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007USF&G Trust, the Company ~~may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings~~may, at ~~a Redemption Price equal to 106.875% of the principal amount thereof~~its option, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of the occurrence of such ~~Equity Offering upon not less than 30 nor more than 60 days' prior notice~~Tax Event redeem this Security, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, whole but not in part, at subject to the ~~option~~ provisions of Section 11.7 and the other provisions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture, at a redemption price equal to ~~100% of~~ the Make-Whole Amount for a corresponding principal amount ~~plus~~ of this Security, together with accrued ~~interest to~~ Distributions to, but excluding the ~~Redemption Date~~ date fixed for redemption. [insert appropriate definition of Make-Whole Amount] [In addition, if such Tax Event relates to the deductibility of interest payable by USF&G on the Securities, and if the opinion referred to in the definition of Tax Event states that the risk of non-deductibility would be avoided if the maturity of the Securities were shortened, the Company may, at its option, shorten the maturity of the Securities by the amount stated in such opinion to be the minimum extent required in order to avoid suck risk, but in no event may the Company shorten the maturity to a Stated Maturity of less than 14 3/4 years from the date of original issuance. In the event the Company ~~has become or would become obligated~~ exercises such option to ~~pay~~shorten the maturity, on the ~~next date on which any amount would be payable under or with respect~~ Company will no longer have the right to redeem the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or Securities prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. their Stated Maturity.] In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for ~~defeasance at any time~~ satisfaction and discharge of ~~(a)~~ the entire indebtedness of ~~the Company on~~ this Security ~~and (b) certain restrictive covenants and the related Defaults and Events of Default,~~ upon compliance by the Company with certain conditions set forth ~~therein, which provisions apply to this Security~~in the Indenture. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the Outstanding Securities ~~at the time Outstanding~~of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all ~~the Securities~~Securities of such series, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a USF&G Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities of such USF&G Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. No reference herein to the Indenture and no provision of this Security 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 Security at the times, ~~place,~~ 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 Security is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained ~~for such purpose,~~ under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement Securities~~new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. Prior to ~~the time of~~ due presentment of this Security for registration of transfer, the Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees may~~ Trustee shall treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This Security shall be governed by,~~ The Securities of this series are issuable only in registered form without coupons in minimum denominations of $100,000 and ~~construed~~ any integral multiples of $1,000 in ~~accordance with, the laws of the State of New York~~excess thereof. ~~All terms used in this Security which are not otherwise defined herein and which are defined~~ As provided in the Indenture ~~shall have the meanings assigned~~ and subject to ~~them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate~~ certain limitations therein set forth, Securities of ~~Authentication may be executed by either Trustee) JPMorgan Chase Bank~~this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as ~~U.S. Trustee~~requested by the Holder surrendering the same. The Company and, ~~certifies~~ by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this ~~is one of the Securities referred to in the within-mentioned Indenture~~Security constitute indebtedness. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE ~~SECURITIES~~INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE NEW YORK.

Appears in 1 contract

Sources: Trust Agreement (Usf&g Corp)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (herein called the "Securities"), ~~which may~~ issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of ____________, as supplemented by an ~~indenture~~ Officers' Certificate dated as of ____________ (herein called the "Indenture"~~) dated as of October 6~~), ~~2004, among~~ between the Company and Wilmington Trust Company, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", which term includes any ~~successor~~ Successor Trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the ~~Company~~Trustee, the ~~Trustees~~ Company and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314~~ This Security is one of the ~~Indenture for payments of United States Dollars~~ series designated on the face hereof,[limited in aggregate principal amount to ~~certain Holders, on behalf of owners of beneficial interests~~ $____________]. All terms used in this Security that are defined in the ~~Securities who hold their interests through DTC~~ Indenture [if applicable, insert--and ~~who have not otherwise elected to receive Canadian dollars~~ in ~~accordance with~~ the ~~Applicable Procedures~~ Amended and Restated Declaration of ~~DTC~~Trust of [insert the applicable Resource Capital Trust], dated as of [_______________], as amended (the ~~principal~~ "Amended and Restated Declaration of ~~(premium~~Trust"), ~~if any) and interest on the Securities~~among Resource Bankshares Corporation, as Depositor, and the ~~purchase price payable under an Offer~~ Trustees named therein,] shall have the meanings assigned to ~~Purchase~~them in the Indenture or, if to the extent not defined in the Indenture, the Amended and Restated Declaration of Trust, as the case may be. [If applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. insert--The Company ~~will pay~~ has the right to ~~the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At~~ redeem this Security (i) on or after _______________, in whole at any time ~~and~~ or in part from time to time, or (ii) in whole (but not in part), at any time within 90 days following the occurrence and during the continuation of a Tax Event, an Investment Company Event or a Capital Treatment Event, in each case at the Redemption Price described below, and subject to possible regulatory approval.] [If applicable, insert--In the case of a redemption on or ~~prior to October 15, 2007~~after _______________, the ~~Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a~~ Redemption Price shall equal ~~to 106.875%~~ the following prices, expressed in percentages of the principal amount ~~thereof~~hereof, ~~plus~~ together with accrued ~~and unpaid~~ interest to but excluding the date fixed for redemption, if redeemed during the 12-month period beginning ____________: Year Redemption ~~Date~~ Price and 100% on or after ____________, 20__. In the case of a redemption prior to ____________, 20__, following a Tax Event, an Investment Company Event or a Capital Treatment Event, the Redemption Price shall equal the "Make-Whole Amount" (~~subject~~ as hereafter defined) for a corresponding $__________ principal amount hereof, together with accrued interest to but excluding the date fixed for redemption, which Make-Whole Amount will be equal to the ~~right~~ greater of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to i) 100% of the principal amount ~~plus accrued interest to but excluding~~ hereof, and (ii) as determined by a Quotation Agent (as defined in the Declaration of Trust), the sum of the present values of the principal amount hereof and the premium, if any, payable as part of the Redemption ~~Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or~~ Price with respect to an optional redemption hereof on ____________, 20__, together with the ~~Securities, any Additional Amounts as a result~~ present values of scheduled payments of interest (not including the portion of any ~~change or amendment~~ such payments of interest accrued as of the Redemption Date) from the date fixed for redemption to ____________, 20__, in each case discounted to the ~~laws~~ date fixed for redemption on a semi-annual basis (~~or regulations promulgated thereunder~~assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined in the Declaration of ~~Canada (or any political subdivision or taxing authority thereof or therein~~Trust)~~, or any change~~ . The Redemption Price in ~~or interpretation or administration~~ the case of ~~such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective~~ a redemption on or after ~~the date of the Indenture. In the case of any redemption of Securities~~____________, ~~interest installments whose Stated Maturity is on~~ 20__ following a Tax Event, an Investment Company Event or ~~prior to~~ a Capital Treatment Event shall equal the Redemption ~~Date will be payable~~ Price then applicable to a redemption under the ~~Holders~~ first sentence of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. this paragraph.] In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. [If the Security is not a Discount Security,--If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal ~~amount~~ of ~~all the Securities~~ this Security may be declared due and payable in the ~~manner and~~ manner, with the effect and subject to the conditions provided in the Indenture.] [If the Security is a Discount Security,--If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of this Security may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. ~~The Indenture provides that, subject~~ Such amount shall be equal to ~~certain conditions, if~~ [--insert formula for determining the amount]. Upon payment (i) ~~certain Net Available Proceeds are available to~~ of the ~~Company as a result~~ amount of ~~Asset Dispositions or~~ principal so declared due and payable and (ii) ~~a Change~~ of ~~Control Triggering Event occurs,~~ interest on any overdue principal and overdue interest (in each case to the ~~Company~~ extent that the payment of such interest shall be ~~required to make an Offer to Purchase for~~ legally enforceable), all ~~or a specified portion~~ of the ~~Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness~~ Company's obligations in respect of the ~~Company~~ payment of the principal of and interest, if any, on this Security ~~and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security.~~ shall terminate.] The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the Outstanding Securities ~~at the time Outstanding~~of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all ~~the Securities~~Securities of such series, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security,--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare such portion of the principal amount as may be specified in the terms of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided, however, that, in the case of the Securities of this series issued to a Resource Capital Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series fail to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee with a copy to the Property Trustee. The Holders of a majority in aggregate principal amount of the Outstanding Securities of this series may annul such declaration and waive the default by written notice to the Property Trustee, the Company and the Trustee if the default (other than the nonpayment of the principal of these Securities that has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee. Should the Holders of the Securities of this series fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration such principal amount and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security,--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided, however, that, in the case of the Securities of this series issued to a Resource Capital Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series fail to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee with a copy to the Property Trustee. The Holders of a majority in aggregate principal amount of the Outstanding Securities of this series may annul such declaration and waive the default by written notice to the Property Trustee, the Company and the Trustee if the default (other than the nonpayment of the principal of these Securities that has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee. Should the Holders of the Securities of this series fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration such principal amount and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. No reference herein to the Indenture and no provision of this Security 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 Security at the times, ~~place,~~ 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 Security is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained ~~for such purpose,~~ pursuant to Section 10.02 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in ~~writing,~~ writing and thereupon one or more ~~replacement Securities~~new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. ~~As provided~~ No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in ~~the Indenture~~connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company ~~may~~or the Trustee shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, ~~subject to certain limitations~~whether or not this Security is overdue, ~~from time to time~~and neither the Company, ~~without~~ the Trustee nor any such agent shall be affected by notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificatecontrary. The Securities of this series are issuable ~~only~~ in registered form without ~~coupons in denominations of Cdn.$1,000 and any integral multiple thereof~~coupons. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. ~~No service charge shall be made for any registration of transfer or exchange or redemption of Securities~~The Company and, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment by its acceptance of this Security ~~for registration of transfer~~or a beneficial interest therein, the ~~Company~~Holder of, ~~the Trustees~~ and any ~~agent of the Company or the Trustees may treat the~~ Person ~~in whose name~~ that acquires a beneficial interest in, this Security ~~is registered on the~~ intend that such Security ~~Register~~ constitute indebtedness and agree to treat such Security as ~~the owner hereof~~ indebtedness for all United States Federal, state and local tax purposes~~, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary~~. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ~~TRUSTEE'S CERTIFICATE~~ THE COMMONWEALTH OF ~~AUTHENTICATION. TRUSTEE'S CERTIFICATE~~ VIRGINIA WITHOUT REGARD TO CONFLICTS OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESLAWS PRINCIPLES THEREOF.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Resource Capital Trust I)

Appears in 1 contract

Sources: Junior Subordinated Indenture (Fidbank Capital Trust I)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company designated as its ~~6.875~~7.50% [SeriesB] Senior [Exchange]* Notes ~~due October 15, 2009~~ Due 2008 (herein called the "Securities"), limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $750,000,000, which may be issued under an indenture (herein called the "Indenture") dated as of ~~October 6~~November 4, ~~2004, among~~ 1998 between the Company and Bankers Trust Company, ~~as issuer, JPMorgan Chase Bank, as U.S.~~ trustee (herein called the "~~U.S.~~ Trustee", which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the ~~Trustees~~ Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ Capitalized terms used herein but not defined herein have the respective meanings assigned thereto in Section 314 of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At The Securities are subject to redemption at the option of the Company, in whole or in part, at any time upon not less than 30 and ~~from time to time, on or~~ not more than 60 days prior ~~to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings,~~ notice at a ~~Redemption Price~~ redemption price equal to ~~106.875% of~~ the principal amount thereof, plus accrued and unpaid interest thereon (if any) to ~~but excluding~~ the Redemption Date (plus the Applicable Make-Whole Premium. Within 30 days of the occurrence of a Change of Control, the Company will be required, subject to certain limitations provided in the ~~right of holders of record on the relevant record date~~ Indenture, to ~~receive interest due on~~ make an ~~interest payment date that is on or prior~~ Offer to ~~the Redemption Date); provided, however, that after giving effect~~ Purchase all Outstanding Securities at a purchase price in cash in an amount equal to ~~any such redemption, at least 65~~101% of the ~~original aggregate~~ principal amount of the Securities ~~remains outstanding (excluding Securities held by~~ on the ~~Company or any of its Affiliates). Any such redemption shall be made on a Redemption~~ Purchase Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest and premium, if any, to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such ~~laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture~~Purchase Date. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. -------- Include for Exchange Securities only. NYDOCS01/566567 3 If an Event of Default shall occur and be continuing, the principal ~~amount~~ of all the Securities may be declared due and payable in the manner and with the effect provided in the ~~Indenture. The~~ Indenture ~~provides that~~and in an amount equal to the principal amount of the Securities as of the date on which the Securities first become due and payable, ~~subject to certain conditions~~plus any accrued and unpaid interest and premium, if ~~(i) certain Net Available Proceeds are available~~ any, not otherwise included in the principal amount to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securitiessuch date. The Indenture contains provisions for defeasance at any time of (~~a) the~~ a)the entire indebtedness of the Company on this Security and (~~b) certain~~ b)certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. In addition, the Indenture contains provisions for the suspension of certain restrictive covenants under certain circumstances. 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 under the Indenture at any time by the Company and the ~~Trustees~~ Trustee with the consent of the Holders of ~~not less than~~ a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is ~~registrable~~ registerable on the Security ~~Register~~Register of the Company, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such ~~purpose~~purpose in The City of NewYork, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. NYDOCS01/566567 3 The Securities are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange ~~or redemption~~ of Securities, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. Prior to the time of due presentment of this Security for registration of transfer, the Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any agent shall be affected by notice to the contrary. ~~This Security shall be governed by, and construed in accordance with, the laws of the State of New York.~~ All terms used in this Security ~~which are not otherwise defined herein and~~ which are defined in the Indenture shall have the meanings assigned to them in the Indenture. ~~SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.~~ NYDOCS01/566567 3 Form of Trustee's Certificate of Authentication The Trustee's certificate of authentication shall be in substantially the following form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION ~~(Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this~~ Dated: ____________________ This is one of the Securities referred to in the within-mentioned Indenture. ~~JPMORGAN CHASE BANK~~ [NAME OF TRUSTEE] as Trustee By~~: --------------------------------~~ :_________________________ Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESNYDOCS01/566567 3

Appears in 1 contract

Sources: Indenture (Qwest Communications International Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Amended and Restated Junior Subordinated Indenture") , dated as of ~~October 6~~August 29, ~~2004~~2005 (the “Indenture”), ~~among~~ between the ~~Company~~Company and ▇▇▇▇▇ Fargo Bank, National Association, as ~~issuer~~Trustee (in such capacity, ~~JPMorgan Chase Bank, as U.S. trustee (~~the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees and~~ Trustee, the holders of Senior Indebtedness, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests~~ or in the ~~Securities who hold their interests through DTC~~ Second Amended and ~~who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures~~ Restated Trust Agreement, dated as of ~~DTC~~August 29, ~~the principal of~~ 2005 (~~premium~~as modified, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and amended or supplemented from time to time, ~~on or prior~~ the “Trust Agreement”), relating to ~~October 15~~the HMB Capital Trust I (the “Trust”) among the Company, ~~2007~~as Depositor, the ~~Company may redeem up~~ Trustees named therein and the Holders from time to ~~a maximum of 35%~~ time of the ~~original aggregate principal amount~~ Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities ~~with~~ (unless a shorter notice period shall be satisfactory to the ~~proceeds~~ Trustee) on or after July 30, 2010 and subject to the terms and conditions of ~~one~~ Article XI of the Indenture, redeem this Security in whole at any time or ~~more Equity Offerings,~~ in part from time to time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Special Event, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100% of~~ the ~~principal amount plus accrued interest to but excluding the~~ Special Redemption ~~Date~~ Price, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended), and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest herein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that, for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Banklocal tax purposes, ~~as U.S. Trustee, certifies~~ it is intended that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity constitute indebtedness.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Homebanc Corp)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the Company designated as its ~~6.875~~5% Senior [Exchange]* Convertible Subordinated Notes due ~~October 15, 2009~~ 2006 (herein called the "Securities"), ~~which may~~ limited in aggregate principal amount to U.S.$150,000,000 (subject to increase as provided in the Indenture herein defined up to an additional U.S.$50,000,000 aggregate principal amount), issued and to be issued under an ~~indenture~~ Indenture, dated as of December 14, 1999 (herein called the "Indenture"~~) dated as~~ ), between the Company and The Bank of ~~October 6, 2004, among the Company~~New York, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee for the Holders of Securities issued under said Indenture (herein called the "~~U.S.~~ Trustee", which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee, the holders of Senior Indebtedness and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except~~ on the corresponding Interest Payment Date (unless this Security or the portion hereof being converted has been called for redemption on a Redemption Date within such period between and including such Regular Record Date and such Interest Payment Date), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment of interest and, in the case of a conversion after the close of business on any Regular Record Date and on or before the corresponding Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an installment of interest (even if the Security has been called for redemption on a Redemption Date within such period), 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 or round up to the next higher whole share as ~~otherwise~~ provided in ~~Section 314~~ Article XIII of the Indenture. The conversion price is subject to adjustment as provided in Article XIII of the Indenture. In addition, the Indenture ~~for payments~~ provides that in case of ~~United States Dollars~~ certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to ~~certain Holders, on behalf of owners of beneficial interests in~~ which the ~~Securities who hold their interests through DTC and who have not otherwise elected~~ Common Stock is converted into the right to receive ~~Canadian dollars in accordance with the Applicable Procedures of DTC~~other securities, cash or other property, the ~~principal~~ Indenture shall be amended, without the consent of ~~(premium~~any Holders of Securities, so that this Security, if ~~any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable~~then outstanding, will be ~~paid in Canadian Dollars. Any payments made~~ convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the transaction by ~~checks denominated in United States Dollars will be drawn on~~ a ~~United States bank. Any payments made~~ holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such transaction (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by ~~checks denominated in Canadian Dollars will be drawn on~~ a ~~Canadian bank~~plurality of non-electing shares). The Company will ~~pay~~ furnish to any Holder, upon request and without charge, copies of the Certificate of Incorporation and By-laws of the Company then in effect. Any such request may be addressed to the ~~Holders such Additional Amounts as~~ Company. The Securities may ~~become payable under Section 1016 of~~ be provisionally redeemed by the ~~Indenture. At~~ Company, in whole or in part, at any time ~~and from time to time, on or~~ prior to ~~October 15~~December 20, ~~2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings~~2002, at a Redemption Price equal to ~~106.875% of the principal amount thereof,~~ $1,000 per Security to be redeemed plus accrued and unpaid ~~interest~~ interest, if any (including Additional Interest, if any) to ~~but excluding~~ the Redemption Date if (~~subject~~ i) the closing price of the Common Stock shall have exceeded 150% of the conversion price then in effect for at least 20 Trading Days in any consecutive 30-Trading Day period ending on the Trading Day prior to the ~~right~~ date of ~~holders~~ mailing of ~~record~~ the notice of Provisional Redemption, which date shall be no more than 60 nor less than 20 days prior to the Redemption Date and (ii) the Shelf Registration Statement is effective and available for use and is expected to remain effective and available for use for the 30 days immediately following the Redemption Date. Upon any such Provisional Redemption, the Company shall make an additional Make-Whole Payment in cash with respect to the Securities called for redemption to Holders on the ~~relevant record~~ date of mailing of the notice of Provisional Redemption in an amount equal to ~~receive~~ $150.00 per $1,000 Security, less the amount of any interest ~~due~~ actually paid on ~~an interest payment~~ such Security prior to such date. The Company shall make the Make-Whole Payment on all Securities called for Provisional Redemption, including any Securities converted after the date ~~that is on or~~ of mailing of the notice of Provisional Redemption and prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the 26 20 The Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption ~~as a whole, but not in part,~~ at the option of the Company ~~at any time~~ upon not less than ~~30 nor~~ 20 days' or more than 60 days' notice ~~mailed~~ by mail, as a whole or from time to ~~each Holder~~ time in part, at any time on or after December 20, 2002 through December 14, 2003 at 102.50% of ~~Securities to be~~ the principal amount, and thereafter, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed ~~at such Holder's address appearing in~~ during the ~~Security Register~~ 12-month period beginning on December 15 of the years indicated, Year Redemption ---- Price ---------- 2003 ........................... 101.67% 2004 ........................... 100.83% 2005 ........................... 100.00% and thereafter at a ~~redemption price~~ Redemption Price equal to 100% of the principal ~~amount plus accrued interest to but excluding the Redemption Date~~ amount, together in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any such redemption ~~of Securities~~with accrued interest to (but not including) the Redemption Date, but interest installments whose Stated Maturity is on or prior to ~~the~~ such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record ~~Date~~ Dates referred to on the face hereof, all as provided in the Indenture. In certain circumstances involving a Change in Control, each Holder shall have the right to require the Company to redeem all or part of its Securities ~~(or portions~~ at a repurchase price equal to 100% of the principal amount thereof~~) for whose redemption~~ , together with accrued and ~~payment provision is made in accordance with~~ unpaid interest through the ~~Indenture shall cease to bear interest from and after~~ Repurchase Date. The Securities do not have the ~~Redemption Date~~benefit of any sinking fund. In the event of ~~redemption~~ redemption, conversion or ~~purchase pursuant to an Offer to Purchase~~ repurchase of this Security in part only, a new Security or Securities for the ~~unredeemed~~ unredeemed, unconverted or unrepurchased portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 under the Indenture at any time by the Company and the Trustees with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES.

Appears in 1 contract

Sources: Indenture (Human Genome Sciences Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Junior Subordinated Indenture") , dated as of ~~October 6~~January 15, ~~2004~~2010 (the “Indenture”), ~~among~~ between the Company and Wilmington Trust Company, as ~~issuer~~Trustee (in such capacity, ~~JPMorgan Chase Bank, as U.S. trustee (~~the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee, the holders of Senior Debt, and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars~~ shall have the meanings assigned to ~~certain Holders, on behalf of owners of beneficial interests~~ them in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankIndenture. The Company ~~will pay~~ may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders ~~such Additional Amounts as may become payable under Section 1016~~ of the Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 1, 2012 and subject to the terms and conditions of Article XI of the Indenture~~. At~~ , redeem the Securities in whole at any time ~~and~~ or in part from time to time~~, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings~~, at a Redemption Price equal to ~~106.875%~~ seventy-five percent (75%) of the principal amount ~~thereof~~hereof (or of the redeemed portion hereof, ~~plus accrued~~ as applicable), provided that (i) such Redemption Price shall increase annually beginning on June 1, 2022 by an amount equal to one and ~~unpaid interest~~ seven hundred eighty-five thousandths percent (1.785%) (e.g., 76.875% commencing on June 1, 2022, 78.57% commencing on June 1, 2023 and so on) and (ii) such Redemption Price shall be equal to ~~but excluding~~ 100% during the ~~Redemption Date (subject to~~ continuance of an Event of Default, together, in the ~~right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued and unpaid interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Special Event, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or ~~waiver~~ waiver, is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended), and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company or the Trustee may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest herein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that, for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Banklocal tax purposes, ~~as U.S. Trustee, certifies~~ it is intended that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity constitute indebtedness.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Beazer Homes Usa Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (herein called the "“Securities"”), ~~which may~~ issued and to be issued in one or more series under an ~~indenture (the "~~Indenture") , dated as of ~~October 6~~[__________], ~~2004~~2012 (herein called the “Indenture”), ~~among~~ between the ~~Company~~Company and The Bank of New York Mellon, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the ~~"U.S.~~ “Trustee"”, which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314~~ This Security is one of the ~~Indenture~~ series designated on the face hereof, limited in aggregate principal amount to $[_________]. [The sinking fund for ~~payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in~~ the Securities ~~who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars~~ of this series provides for the redemption on _____________ in ~~accordance~~ each year beginning with the ~~Applicable Procedures~~ year ____ and ending with the year _____of ~~DTC, the principal of~~ [not less than $________ (~~premium, if any~~“mandatory sinking fund”) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original not more than] $________ aggregate principal amount of ~~the~~ Securities ~~with the proceeds~~ of ~~one~~ this series. Securities of this series acquired or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held redeemed by the Company ~~or any of its Affiliates). Any such redemption shall~~ otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made ~~on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice,~~ [in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of~~ the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities inverse order in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000.~~ which they become due].] The Securities of this series do not have the benefit of any sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. The Securities of this series are not redeemable prior to maturity. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security and/or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal ~~amount~~ of ~~all~~ the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. ~~The Indenture provides that~~If an Event of Default with respect to Securities of this series shall occur and be continuing, ~~subject to certain conditions, if (i) certain Net Available Proceeds are available to~~ an amount of principal of the ~~Company as a result~~ Securities of ~~Asset Dispositions or (ii) a Change of Control Triggering Event occurs,~~ this series may be declared due and payable in the ~~Company~~ manner and with the effect provided in the Indenture. Such amount shall be ~~required~~ equal to ~~make an Offer to Purchase~~ [formula for ~~all or a specified portion of~~ determining the ~~Securities~~amount]. ~~The Indenture contains provisions for defeasance at any time of~~ Upon payment (a) ~~the entire indebtedness~~ of the ~~Company on this Security~~ amount of principal so declared due and payable and (b) ~~certain restrictive covenants~~ of interest on any overdue principal, premium and interest (in each case to the ~~related Defaults~~ extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and ~~Events~~ premium and interest, if any, on the Securities of ~~Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to~~ this ~~Security~~series shall terminate. 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 Securities of each series to be adversely affected under the Indenture at any time by the Company and the ~~Trustees~~ Trustee with the consent of the Holders of ~~not less than~~ a majority in ~~aggregate~~ principal amount of the Securities at the time ~~Outstanding~~Outstanding of each series to be adversely affected. The Indenture also contains provisions permitting the Holders of specified percentages in ~~aggregate~~ principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all ~~the Securities~~Securities of such series, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, ~~if any)~~ interest and ~~interest~~ Additional Amounts on this Security at the times, ~~place,~~ 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 Security is registrable on in the Security Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company ~~maintained for such purpose~~in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement Securities~~new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. ~~As provided~~ If at any time the Depositary for ~~in the Indenture,~~ this Security notifies the Company ~~may~~that it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary shall no longer be eligible under the Indenture with respect to this Security, ~~subject to certain limitations, from time to time, without notice to or~~ and if a successor Depositary eligible under the ~~consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued~~ Indenture for this Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election that the Securities of this Issue be represented by a Book-Entry Security shall no longer be effective with respect to this Security, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of definitive Securities shall authenticate and deliver, Securities in definitive form in an aggregate principal amount equal to the principal amount of this Security in exchange for this Security. The Company may at any time and in its sole discretion determine that the Securities of this Series shall no longer be represented by Book-Entry Securities. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, Securities of this Series in definitive form and in an aggregate principal amount equal to the principal amount of the Book-Entry Security or Securities representing this Series in exchange for such Book-Entry Security or Securities. No Holder of any Securities shall have ~~the same terms as~~ any right to ~~status~~institute any proceeding, ~~redemption~~ judicial or ~~otherwise as the Securities originally issued. Any Additional Securities shall be issued~~ otherwise, with ~~the benefit of an indenture supplemental~~ respect to the Indenture or ~~pursuant~~ for the appointment of a receiver or trustee, or for any other remedy under the Indenture, unless (a) the Trustee shall have received written notice from such Holder of a continuing Event of Default in respect of such Securities; (b) the Trustee shall have received a written request from the Holders of not less than 25% in principal amount of the Outstanding Securities of the series in respect of which the Event of Default has occurred to ~~an Officers' Certificate~~institute proceedings in respect of such Event of Default in its own name as trustee under the Indenture; (c) such Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of such series. The Securities of this series are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ $1,000 and any integral ~~multiple~~ multiples thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with~~ therewith. No recourse shall be had for the payment of the principal of (or premium, if any) or the interest on this Security, or for any ~~registration~~ claim based hereon, or otherwise in respect hereof, or based on or in respect of ~~transfer~~ the Indenture or ~~exchange~~any indenture supplemental thereto, against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or any 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 issue hereof, expressly waived and released. Prior to ~~the time of~~ due presentment of this Security for registration of transfer, the Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all ~~purposes~~purposes (subject to ‎Section 3.08 of the Indenture), whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This Security shall be governed by, and construed in accordance with, the laws of the State of New York.~~ All terms used in this Security ~~which are not otherwise defined herein and~~ which are defined in the Indenture shall have the meanings assigned to them in the Indenture. ~~SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may~~ The Indenture and this Security shall be ~~executed~~ governed by ~~either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one~~ and construed in accordance with the laws of the ~~Securities referred~~ State of New York without regard to in the ~~within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one~~ conflicts of ~~the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES~~laws principles thereof.

Appears in 1 contract

Sources: Indenture (Syngenta Ag)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Junior Subordinated Indenture") , dated as of ~~October 6~~May 20, ~~2004~~2005 (the “Indenture”), ~~among~~ between the ~~Company, as issuer,~~ Company and JPMorgan Chase Bank, National Association, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees and~~ Trustee, the holders of Senior Debt, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests~~ or in the ~~Securities who hold their interests through DTC~~ Amended and ~~who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures~~ Restated Trust Agreement, dated as of ~~DTC~~May 20, ~~the principal of~~ 2005 (~~premium~~as modified, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and amended or supplemented from time to time, ~~on or prior~~ the “Trust Agreement”), relating to ~~October 15~~the Gramercy Capital Trust I (the “Trust”) among the Company, ~~2007~~as Depositor, the ~~Company may redeem up~~ Trustees named therein and the Holders from time to ~~a maximum of 35%~~ time of the ~~original aggregate principal amount~~ Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities ~~with~~ (unless a shorter notice period shall be satisfactory to the ~~proceeds~~ Trustee) on or after June 30, 2010 and subject to the terms and conditions of ~~one~~ Article XI of the Indenture, redeem this Security in whole at any time or ~~more Equity Offerings,~~ in part from time to time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Special Event, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended, and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest herein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that, for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Banklocal tax purposes, ~~as U.S. Trustee, certifies~~ it is intended that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity constitute indebtedness.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Gramercy Capital Corp)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the ~~Company~~ Issuer designated as its ~~6.875~~5.25% Senior [Exchange]* Notes due ~~October 15~~August 1, ~~2009~~ 2015 (herein called the "“Securities"”), ~~which may~~ limited in aggregate principal amount to $350,000,000, issued and to be issued under an ~~indenture (the "~~Indenture") , dated as of ~~October 6~~July 18, ~~2004~~2005 (herein called the “Indenture”), ~~among~~ between the ~~Company~~Issuer, the Guarantor and Wachovia Bank, National Association, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the ~~"U.S.~~ “Trustee"”, which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the ~~Company~~Issuer, the ~~Trustees~~ Trustee and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314~~ The Securities may be redeemed at any time at the option of the ~~Indenture for payments~~ Issuer, in whole or in part, upon notice of ~~United States Dollars~~ not more than 60 nor less than 30 days prior to ~~certain Holders~~the Redemption Date, ~~on behalf of owners of beneficial interests in~~ at a redemption price equal to the ~~Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal~~ sum of (~~premium, if any~~i) ~~and interest on~~ the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities ~~with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof,~~ being redeemed plus accrued ~~and unpaid~~ interest thereon to ~~but excluding~~ the Redemption Date and (~~subject~~ ii) the Make-Whole Amount, if any, with respect to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities~~. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000~~. The Securities do not have the benefit of any sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal ~~amount~~ of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (ai) the entire indebtedness of ~~the Company on~~ this Security ~~and~~ or (bii) certain restrictive covenants and ~~the related Defaults and~~ Events of ~~Default~~Default with respect to this Security, in each case upon compliance ~~by the Company~~ with certain conditions set forth therein~~, which provisions apply to this Security~~. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the ~~Company~~ Issuer and the Guarantor and the rights of the Holders of the Securities under the Indenture at any time by the ~~Company~~ Issuer, the Guarantor, and the ~~Trustees~~ Trustee with the consent of the Holders of ~~not less than~~ a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the ~~Company~~ Issuer or by the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in principal amount of the Securities at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the ~~Company~~Issuer, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, ~~place,~~ 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 Security is registrable on in the Security Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the ~~Company maintained for such purpose~~Issuer in Jacksonville, Florida or in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the ~~Company~~ Issuer and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like tenor and aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the ~~Company~~ Issuer may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. Prior to ~~the time of~~ due presentment of this Security for registration of transfer, the ~~Company~~Issuer, the ~~Trustees~~ Guarantor, the Trustee and any agent of the ~~Company~~ Issuer, the Guarantor, or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the ~~Company~~Issuer, the ~~Trustees or~~ Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ Interest on this Security shall be ~~governed by~~computed on the basis of a 360-day year of twelve 30-day months, provided, however, that Additional Interest shall be computed on the basis of a 365- or 366-day year, as the case may be, and ~~construed in accordance with,~~ the ~~laws~~ number of ~~the State of New York~~days actually elapsed. All terms used in this Security ~~which are not otherwise defined herein and~~ which are defined in the Indenture shall have the meanings assigned to them in the Indenture. ~~SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may~~ The Indenture and this Security shall be ~~executed~~ governed by ~~either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one~~ and construed in accordance with the laws of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one State of ~~the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES~~New York.

Appears in 1 contract

Sources: Indenture (Regency Centers Corp)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the Company designated as ~~its 6.875~~3.875% Senior [Exchange]* Notes due ~~October 15, 2009~~ 2031 (herein called the "“Securities"”), ~~which may~~ limited in aggregate principal amount on the Issue Date to $1,100,000,000 issued and to be issued under an ~~indenture (the "~~Indenture") , dated as of ~~October 6~~August 10, ~~2004~~2020 (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), among the Company, ~~as issuer, JPMorgan Chase~~ the Guarantors named therein and W▇▇▇▇ Fargo Bank, National Association, as ~~U.S. trustee~~ Trustee (herein called the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Guarantors named therein, the Trustee and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Except as otherwise provided in Section 314 of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company ~~will pay~~ shall be entitled to ~~the Holders such~~ issue Additional ~~Amounts as may become payable under~~ Securities pursuant to Section ~~1016~~ 3.13 of the Indenture. At The Securities include the Securities issued on the Issue Date and any Additional Securities. The Securities issued on the Issue Date and any Additional Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those expressly set forth in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the Trust Indenture Act for a statement of such terms. Except as set forth below, the Company will not be entitled to redeem this Security at its option prior to August 15, 2025. This Security is redeemable at the Company’s option, in whole or in part, at any time on or after August 15, 2025, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, thereon to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on August 15 of each of the years indicated below: Year Redemption Price 2025 101.938 % 2026 101.292 % 2027 100.646 % 2028 and thereafter 100.000 % In addition, at any time, or from time to time, on or prior to ~~October~~ August 15, ~~2007~~2023, the Company ~~may redeem up to a maximum of 35% of~~ may, at its option, use the ~~original aggregate principal amount of the Securities with the~~ net cash proceeds of one or more Equity ~~Offerings~~Offerings to redeem up to an aggregate of 40.0% of the principal amount of the Securities at a Redemption Price equal to 103.875% of the principal amount of the Securities, plus accrued and unpaid interest, if any, thereon to the Redemption Date; provided, however, that (1) at least 50.0% of the aggregate principal amount of Securities issued on the Issue Date (excluding Securities held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and (2) the Redemption Date is within 120 days of the consummation of any such Equity Offering. Prior to August 15, 2025, the Company may at its option redeem the Securities, in whole or in part, at a Redemption Price equal to ~~106.875~~100% of the principal amount ~~thereof~~of the Securities plus the Applicable Premium as of, ~~plus~~ and accrued and unpaid ~~interest to but excluding~~ interest, if any, to, the Redemption Date (subject to the right of ~~holders of record~~ Holders on the relevant ~~record date~~ Record Date to receive interest due on ~~an interest payment date that is on or prior to~~ the ~~Redemption~~ relevant Interest Payment Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 under the Indenture at any time by the Company and the Trustees with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, ~~subject~~ at its option, elect to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with redeem the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to ~~an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations~~ more than one type of ~~Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for~~ redemption described herein on a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESconcurrent basis.

Appears in 1 contract

Sources: Indenture (United Rentals North America Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (herein called the "Securities"), ~~which may~~ issued and to be issued in one or more series under ~~an indenture~~ the Junior Subordinated Indenture, dated as of January ___, 1997 (herein called the "Indenture"~~) dated as of October 6~~), ~~2004, among~~ between the Company and Bankers Trust Company, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee, the holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314~~ This Security is one of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest series designated on the ~~Securities, and the purchase price payable under an Offer to Purchase,~~ face hereof [if applicable, ~~will be paid~~ insert--, limited in ~~Canadian Dollars~~aggregate principal amount to $ _______]. ~~Any payments made by checks denominated~~ All terms used in ~~United States Dollars will be drawn on a United States bank~~this Security that are defined in the Indenture [if applicable, insert-- or in [insert name of trust agreement], dated as of _________ (as modified, amended or supplemented from time to time the "Trust Agreement"), relating to [insert name of Issuer Trust] [the ("Issuer Trust") among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto] shall have the meanings assigned to them in the Indenture [if applicable, insert--or the Trust Agreement, as the case may be]. ~~Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank.~~ [If applicable, insert--The Company ~~will pay~~ has the right to ~~the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At~~ redeem this Security (i) on or after _________, in whole at any time ~~and~~ or in part from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding ii) in whole (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part), ~~at the option of the Company~~ at any time ~~upon not less than 30 nor more than 60 days' notice mailed~~ within 90 days following the occurrence and during the continuation of a Tax Event, Investment Company Event, or Capital Treatment Event, in each case at the Redemption Price described below, and subject to ~~each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price~~ possible regulatory approval. The Redemption Price shall equal to 100% of the principal amount ~~plus~~ hereof being redeemed, together with accrued interest to but excluding the ~~Redemption Date in~~ date fixed for redemption.] [If the ~~event the Company has become or would become obligated~~ Security is subject to ~~pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result~~ redemption of any ~~change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein)~~kind, or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. insert--In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. .] [If ~~an Event of Default shall occur and be continuing~~applicable, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. insert--The Indenture contains provisions for defeasance at any time [of ~~(a)~~ the entire indebtedness of ~~the Company on~~ this ~~Security and (b)~~ Security] [or] [certain restrictive covenants and ~~the related Defaults and~~ Events of ~~Default~~Default with respect to this Security] [, in each case] upon compliance by the Company with certain conditions set forth ~~therein, which provisions apply to this Security.~~ in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the Outstanding Securities ~~at the time Outstanding~~of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all ~~the Securities~~Securities of such series, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee. The principal amount payable upon such acceleration shall be equal to--insert formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities of this series shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security 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 (including Additional Interest) on this Security at the times, ~~place,~~ 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 Security is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar duly executed by, the Holder hereof or ~~his~~ such Holder's attorney duly authorized in writing, and thereupon one or more ~~replacement Securities~~new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities of this series are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ $_________ and any integral multiple of $________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. Prior to ~~the time of~~ due presentment of this Security for registration of transfer, the Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest therein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agrees that for United States Federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies local tax purposes it is intended that this ~~is one of the Securities referred to in the within-mentioned Indenture~~Security constitute indebtedness. ~~JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company~~THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THIS SECURITY IS A DIRECT AND UNSECURED OBLIGATION OF THE COMPANY, ~~as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture~~DOES NOT EVIDENCE DEPOSITS AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER INSURER OR GOVERNMENT AGENCY. ~~CIBC MELLON TRUST~~ THIS SECURITY WILL BE SUBORDINATE TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS OF THE COMPANY ~~By: -------------------------------- Authorized Signatory ARTICLE THREE~~ AND WILL BE INELIGIBLE AS COLLATERAL TO SECURE A LOAN FROM THE ~~SECURITIES~~COMPANY.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Jeffbanks Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Indenture") , dated as of ~~October 6~~May 26, ~~2004~~2004 (the “Indenture”), ~~among~~ between the ~~Company, as issuer,~~ Company and JPMorgan Chase Bank, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee, the holders of Senior Obligations and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars~~ shall have the meanings assigned to ~~certain Holders, on behalf of owners of beneficial interests~~ them in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankIndenture. The Company ~~will pay~~ may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders ~~such Additional Amounts as may become payable under Section 1016~~ of the Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after May 24, 2009 and subject to the terms and conditions of Article XI of the Indenture~~. At~~ , redeem this Security in whole at any time ~~and~~ or in part from time to ~~time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings,~~ time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus~~ together, in the case of any such redemption, with accrued ~~and unpaid interest~~ interest, including any Additional Interest, to but excluding the ~~Redemption Date (~~date fixed for redemption; subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein)there being no, or ~~any change in or interpretation or administration~~ the satisfaction of ~~such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities~~any, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption DatePayment Restrictions. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected and redeemed on a pro rata basis not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ place and ~~rate,~~ rate and in the coin or ~~currency,~~ currency herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable on in the ~~Security Register,~~ Securities Register upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in ~~writing~~writing and, ~~and thereupon~~ thereupon, one or more ~~replacement Securities,~~ new Securities of like tenor of authorized denominations and for the same aggregate principal ~~amount,~~ amount will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized ~~denomination,~~ denomination as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest herein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that, for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Banklocal tax purposes, ~~as U.S. Trustee, certifies~~ it is intended that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity constitute indebtedness.

Appears in 1 contract

Sources: Indenture (Amcomp Inc /Fl)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated~~ (the “Securities”) issued under the Junior Subordinated Indenture, dated as ~~its 6.875% Senior [Exchange]* Notes due October 15~~of May 29, 2009 (the ~~"Securities"~~“Indenture”), ~~which may be issued under an indenture (~~between the ~~"Indenture") dated as~~ Company and The Bank of ~~October 6, 2004, among the~~ New York Mellon Trust Company, ~~as issuer, JPMorgan Chase Bank~~National Association, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee, the holders of Senior Debt and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars~~ shall have the meanings assigned to ~~certain Holders, on behalf of owners of beneficial interests~~ them in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankIndenture. The Company ~~will pay~~ may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders ~~such Additional Amounts as may become payable under Section 1016~~ of the Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after April 30, 2012 and subject to the terms and conditions of Article XI of the Indenture~~. At~~ , redeem this Security in whole at any time ~~and~~ or in part from time to ~~time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings,~~ time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Special Event, prior to April 30, 2012, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred three percent (103.0%) from the date hereof through April 30, 2010 and one hundred two percent (102.0%) thereafter of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in aggregate principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers (i) to the Company, (ii) to “Qualified Institutional Buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) who are also “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended), (iii) to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act (“Regulation S”), (iv) pursuant to an effective registration statement under the Securities Act or (v) pursuant to another exemption from registration under the Securities Act and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness. This Security shall be ~~governed by,~~ construed and ~~construed~~ enforced in accordance ~~with,~~ with and governed by the laws of the State of New York~~. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned~~ , without reference to ~~them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION~~ its conflict of laws provisions (~~Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one~~ other than section 5-1401 of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESGeneral Obligations Law).

Appears in 1 contract

Sources: Junior Subordinated Indenture (JER Investors Trust Inc)

Appears in 1 contract

Sources: Junior Subordinated Indenture (Triangle Capital Trust)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (herein called the "Securities"), ~~which may be~~ issued under ~~an indenture~~ a Junior Subordinated Indenture, dated as of November ___, 1997 (herein called the "Indenture"~~) dated as of October 6~~), ~~2004, among~~ between the Company and Wilmington Trust Company, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", ," which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the ~~Company~~Trustee, the ~~Trustees~~ Company and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ This Security is limited in ~~Section 314 of~~ aggregate principal amount to $41,237,100. All terms used in this Security that are defined in the Indenture ~~for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests~~ and in the ~~Securities who hold their interests through DTC~~ Amended and ~~who have not otherwise elected to receive Canadian dollars in accordance with~~ Restated Trust Agreement, dated as of November ___, 1997, (the ~~Applicable Procedures of DTC~~"Trust Agreement"), for FIB Capital Trust among the ~~principal of (premium~~Company, ~~if any) and interest on the Securities~~as Depositor, and the ~~purchase price payable under an Offer~~ Trustees named therein, shall have the meanings assigned to ~~Purchase~~them in the Indenture or the Trust Agreement, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankas the case may be. The Company ~~will pay~~ may at any time, at its option, on or after November ___, 2002, and subject to the ~~Holders such Additional Amounts as may become payable under Section 1016~~ terms and conditions of Article XI of the Indenture~~. At~~ , and subject to the Company having received prior approval of the Board of Governors of the Federal Reserve System (the "Federal Reserve") if then required under applicable capital guidelines or policies of the Federal Reserve redeem this Security in whole at any time ~~and~~ or in part from time to time, on without premium or ~~prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings~~penalty, at a ~~Redemption Price~~ redemption price equal to ~~106.875~~the accrued and unpaid interest on the Security so redeemed to the Redemption Date, plus 100% of the principal amount thereof. Upon the occurrence and during the continuation of a Tax Event, ~~plus accrued and unpaid interest to but excluding~~ Investment Company Event or Capital Treatment Event, the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemptionCompany may, at ~~least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or~~ its option, at any ~~of its Affiliates). Any such redemption shall be made on a Redemption Date~~ time within 90 days of the occurrence of such ~~Equity Offering upon not less than 30 nor more than 60 days' prior notice~~Tax Event, Investment Company Event or Capital Treatment Event redeem this Security, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, whole but not in part, at subject to the ~~option~~ provisions of Section 11.7 and the other provisions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture, at a redemption price equal to the accrued and unpaid interest on the Security so redeemed to the Redemption Date, plus 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof~~) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date~~. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the ~~unredeemed~~ portion hereof ~~shall~~ not redeemed will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for ~~defeasance at any time~~ satisfaction and discharge of ~~(a)~~ the entire indebtedness of ~~the Company on~~ this Security ~~and (b) certain restrictive covenants and the related Defaults and Events of Default,~~ upon compliance by the Company with certain conditions set forth ~~therein, which provisions apply to this Security~~in the Indenture. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the Securities at the time Outstanding, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, if an Event of Default occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may declare the principal amount of all the Securities 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 upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities fails to declare the principal of all the Securities to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Trust Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. No reference herein to the Indenture and no provision of this Security 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 Security at the times, ~~place,~~ place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein ~~set forth~~setforth, the transfer of this Security is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained ~~for such purpose,~~ under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. ~~As provided~~ No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in ~~the Indenture~~connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company ~~may~~or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, ~~subject to certain limitations~~whether or not this Security be overdue, ~~from time to time~~and neither the Company, ~~without~~ the Trustee nor any such agent shall be affected by notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificatecontrary. The Securities are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ minimum denominations of $25 and any integral ~~multiple~~ multiples of $25 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. ~~No service charge shall be made for any registration of transfer or exchange or redemption of Securities~~The Company and, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment by its acceptance of this Security ~~for registration of transfer~~or a beneficial interest therein, the ~~Company~~Holder of, ~~the Trustees~~ and any ~~agent of the Company or the Trustees may treat the~~ Person ~~in whose name~~ that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is ~~registered on the Security Register as the owner hereof for all purposes, whether or not~~ intended that this Security ~~be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary~~constitute indebtedness. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ~~TRUSTEE'S CERTIFICATE~~ THE STATE OF ~~AUTHENTICATION. TRUSTEE'S CERTIFICATE~~ MONTANA WITHOUT REGARD TO CONFLICTS OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESLAWS PRINCIPLES THEREOF.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Fib Capital Trust)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Junior Subordinated Indenture") , dated as of ~~October 6~~June 15, ~~2004~~2006 (the “Indenture”), ~~among~~ between the ~~Company, as issuer,~~ Company and JPMorgan Chase Bank, National Association, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees and~~ Trustee, the holders of Senior Debt, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests~~ or in the ~~Securities who hold their interests through DTC~~ Amended and ~~who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures~~ Restated Trust Agreement, dated as of ~~DTC~~June 15, ~~the principal of~~ 2006 (~~premium~~as modified, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and amended or supplemented from time to time, ~~on or prior~~ the “Trust Agreement”), relating to ~~October 15~~the Beazer Homes Capital Trust I (the “Trust”) among the Company, ~~2007~~as Depositor, the ~~Company may redeem up~~ Trustees named therein and the Holders from time to ~~a maximum of 35%~~ time of the ~~original aggregate principal amount~~ Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities ~~with~~ (unless a shorter notice period shall be satisfactory to the ~~proceeds~~ Trustee) on or after July 30, 2011 and subject to the terms and conditions of ~~one~~ Article XI of the Indenture, redeem this Security in whole at any time or ~~more Equity Offerings,~~ in part from time to time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof (or of the redeemed portion hereof, ~~plus accrued and unpaid interest to but excluding~~ as applicable), together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Special Event, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended), and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest herein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that, for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Banklocal tax purposes, ~~as U.S. Trustee, certifies~~ it is intended that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity constitute indebtedness.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Beazer Homes Usa Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Junior Subordinated Indenture") , dated as of ~~October 6~~March 29, ~~2004~~2007 (the “Indenture”), ~~among~~ between the Company and The Bank of New York Trust Company, ~~as issuer, JPMorgan Chase Bank~~National Association, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees and~~ Trustee, the holders of Senior Debt, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests~~ or in the ~~Securities who hold their interests through DTC~~ Amended and ~~who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures~~ Restated Trust Agreement, dated as of ~~DTC~~March 29, ~~the principal of~~ 2007 (~~premium~~as modified, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and amended or supplemented from time to time, ~~on or prior~~ the “Trust Agreement”), relating to ~~October 15~~the CT Preferred Trust II (the “Trust”) among the Company, ~~2007~~as Depositor, the ~~Company may redeem up~~ Trustees named therein and the Holders from time to ~~a maximum of 35%~~ time of the ~~original aggregate principal amount~~ Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities ~~with~~ (unless a shorter notice period shall be satisfactory to the ~~proceeds~~ Trustee) on or after April 30, 2012 and subject to the terms and conditions of ~~one~~ Article XI of the Indenture, redeem this Security in whole at any time or ~~more Equity Offerings,~~ in part from time to time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof (or of the redeemed portion hereof, ~~plus accrued and unpaid interest to but excluding~~ as applicable), together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Special Event, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Capital Trust Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (herein called the "Securities"), ~~which may~~ issued and to be issued in one or more series under ~~an indenture (the "~~a Junior Subordinated Indenture") , dated as of ~~October 6~~________, ~~2004~~1998 (herein called the "INDENTURE"), ~~among~~ between the Company and Wilmington Trust Company, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the ~~Company~~Trustee, the ~~Trustees~~ Company and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314~~ This Security is one of the ~~Indenture for payments of United States Dollars~~ series designated on the face hereof, limited in aggregate principal amount to ~~certain Holders, on behalf of owners of beneficial interests~~ $_________. All terms used in this Security that are defined in the ~~Securities who hold their interests through DTC~~ Indenture and ~~who have not otherwise elected to receive Canadian dollars~~ in ~~accordance with~~ the ~~Applicable Procedures~~ Amended and Restated Trust Agreement, dated as of ~~DTC~~_____________, 1998, as amended (the ~~principal of (premium~~"Amended and Restated Trust Agreement"), ~~if any) and interest on the Securities~~for [INSERT NAME OF TRUST] among Silicon Valley Bancshares, as Depositor, and the ~~purchase price payable under an Offer~~ Trustees named therein, shall have the meanings assigned to ~~Purchase~~them in the Indenture or the Amended and Restated Trust Agreement, ~~if applicable~~as the case may be. [IF APPLICABLE, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. INSERT--The Company ~~will pay~~ may at any time, at its option, on or after ________, and subject to the ~~Holders such Additional Amounts as may become payable under Section 1016~~ terms and conditions of Article XI of the Indenture~~. At~~ ], redeem this Security [in whole at any ~~time and~~ time] [or in part from time to time], on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to ~~100%~~ [INSERT REDEMPTION PRICE] to the Redemption Date.] [IF APPLICABLE, INSERT--Upon the occurrence and during the continuation of a Tax Event, Investment Company Event or Capital Treatment Event in respect of a SVB Trust, the Company may, at its option, at any time within 90 days of the ~~principal amount plus accrued interest to~~ occurrence of such Tax Event, Investment Company Event or Capital Treatment Event redeem this Security, [IF APPLICABLE, INSERT--in whole but ~~excluding the Redemption Date~~ not in ~~the event the Company has become or would become obligated to pay~~part], ~~on the next date on which any amount would be payable under or with respect~~ subject to the ~~Securities, any Additional Amounts as a result~~ provisions of ~~any change or amendment to~~ Section 11.7 and the ~~laws (or regulations promulgated thereunder)~~ other provisions of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date Article XI of the Indenture~~. In the case of any~~ , at a redemption ~~of Securities, interest installments whose Stated Maturity is on or prior~~ price equal to [INSERT REDEMPTION PRICE] to the Redemption ~~Date will be payable to the Holders of such Securities~~Date.] [IF APPLICABLE, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. INSERT--In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities of this series for the ~~unredeemed~~ portion hereof ~~shall~~ not redeemed will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. .] The Indenture contains provisions for ~~defeasance at any time~~ satisfaction and discharge of ~~(a)~~ the entire indebtedness of ~~the Company on~~ this Security ~~and (b) certain restrictive covenants and the related Defaults and Events of Default,~~ upon compliance by the Company with certain conditions set forth ~~therein, which provisions apply to this Security~~in the Indenture. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the Outstanding Securities ~~at the time Outstanding~~of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all ~~the Securities~~Securities of such series, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. [IF THE SECURITY IS NOT A DISCOUNT SECURITY,--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), PROVIDED that, in the case of the Securities of this series issued to a SVB Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series 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 the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [IF THE SECURITY IS A DISCOUNT SECURITY,--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a SVB Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series 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. Such amount shall be equal to [INSERT FORMULA FOR DETERMINING THE AMOUNT]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security 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 Security at the times, ~~place,~~ 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 Security is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained ~~for such purpose,~~ under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement Securities~~new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. Prior to ~~the time of~~ due presentment of this Security for registration of transfer, the Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This Security shall be governed by,~~ The Securities of this series are issuable only in registered form without coupons in denominations of minimum denominations of $25 and ~~construed~~ any integral multiples of $25 in ~~accordance with, the laws of the State of New York~~excess thereof. ~~All terms used in this Security which are not otherwise defined herein and which are defined~~ As provided in the Indenture ~~shall have the meanings assigned~~ and subject to ~~them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate~~ certain limitations therein set forth, Securities of ~~Authentication may be executed by either Trustee) JPMorgan Chase Bank~~this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as ~~U.S. Trustee~~requested by the Holder surrendering the same. The Company and, ~~certifies~~ by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this ~~is one of the Securities referred to in the within-mentioned Indenture~~Security constitute indebtedness. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE ~~SECURITIES~~INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

Appears in 1 contract

Sources: Junior Subordinated Indenture (SVB Capital I)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Junior Subordinated Indenture") , dated as of ~~October 6~~May 20, ~~2004~~2005 (the “Indenture”), ~~among~~ between the ~~Company, as issuer,~~ Company and JPMorgan Chase Bank, National Association, a national banking association, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees and~~ Trustee, the holders of Senior Debt, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests~~ or in the ~~Securities who hold their interests through DTC~~ Amended and ~~who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures~~ Restated Trust Agreement, dated as of ~~DTC~~May 20, ~~the principal of~~ 2005 (~~premium~~as modified, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and amended or supplemented from time to time, ~~on or prior~~ the “Trust Agreement”), relating to ~~October 15~~the Impac Capital Trust #3 (the “Trust”) among the Company, ~~2007~~as Depositor, the ~~Company may redeem up~~ Trustees named therein and the Holders from time to ~~a maximum of 35%~~ time of the ~~original aggregate principal amount~~ Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities ~~with~~ (unless a shorter notice period shall be satisfactory to the ~~proceeds~~ Trustee) on or after June 30, 2010 and subject to the terms and conditions of ~~one~~ Article XI of the Indenture, redeem this Security in whole at any time or ~~more Equity Offerings,~~ in part from time to time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, prior to June 30, 2010, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Special Event, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended), and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest herein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that, for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Banklocal tax purposes, ~~as U.S. Trustee, certifies~~ it is intended that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity constitute indebtedness.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Impac Mortgage Holdings Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the ~~Company~~ Company, designated as its ~~6.875%~~ Zero Coupon Zero Yield Senior [Exchange]* Convertible Notes ~~due October 15, 2009~~ Due 2023 (the "~~Securities~~SECURITIES"), ~~which may~~ all issued or to be issued under and pursuant to an ~~indenture~~ Indenture, dated as of August 15, 2003 (the "~~Indenture~~INDENTURE"~~) dated as of October 6~~), ~~2004, among~~ between the Company and ▇.▇. ▇▇▇▇▇▇ Trust Company, ~~as issuer, JPMorgan Chase Bank, as U.S. trustee~~ National Association (the "~~U.S. Trustee~~TRUSTEE"~~, which term includes any successor under the Indenture~~), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a ~~statement~~ description of the ~~respective~~ rights, limitations of rights, ~~duties~~obligations, ~~obligations~~ duties and immunities thereunder of the ~~Company~~Trustee, the ~~Trustees~~ Company and the Holders of the Securities, . The indebtedness evidenced by the Securities is unsecured and unsubordinated senior indebtedness of the ~~terms upon which~~ Company and ranks equally with the ~~Securities are,~~ Company's other unsecured and ~~are to be, authenticated and delivered~~unsubordinated senior indebtedness. ~~Except as otherwise provided in Section 314~~ Redemption at the Option of the ~~Indenture~~ Company. No sinking fund is provided for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities ~~do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption~~ are redeemable as a whole, ~~but not~~ or from time to time in part, at any time commencing on August 15, 2008 at the option of the Company at ~~any time upon not less than 30 nor more than 60 days' notice mailed~~ a redemption price (the "REDEMPTION PRICE") equal to ~~each Holder~~ 100%, expressed as a percentage of the Principal Amount of Securities to be ~~redeemed~~ redeemed, together with accrued and unpaid Liquidated Damages, if any, to, but excluding, the Redemption Date. Repurchase by the Company at ~~such Holder's address appearing in~~ the ~~Security Register at a redemption price equal to 100%~~ Option of the ~~principal amount plus accrued interest~~ Holder. Subject to ~~but excluding~~ the ~~Redemption Date in~~ terms and conditions of the ~~event~~ Indenture, the Company ~~has become or would~~ shall become obligated to ~~pay~~repurchase, at the option of the Holder, on each Repurchase Date, the ~~next date on which any amount would be payable under or with respect to~~ Securities held by such Holder as follows: Repurchase Date % of Principal Amount --------------- --------------------- August 15, 2008 100.25 August 15, 2013 100.00 August 15, 2018 100.00 plus accrued and unpaid Liquidated Damages, if any, to, but excluding, the ~~Securities, any Additional Amounts as a result of any change or amendment to~~ Repurchase Date (the ~~laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein~~"REPURCHASE PRICE"), or upon delivery of a Repurchase Notice containing the information set forth in the Indenture, at any ~~change in or interpretation or administration~~ time from the opening of ~~such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective~~ business on ~~or after~~ the date ~~of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity~~ that is ~~on or~~ 30 days prior to ~~the Redemption~~ such Repurchase Date ~~will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at~~ until the close of business on the ~~relevant Record~~ Business Day prior to such Repurchase Date ~~referred to on the face hereof. Securities (or portions thereof) for whose redemption~~ and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name upon delivery of the Securities to the Paying Agent by the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided as set forth in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall Repurchase Price will be ~~required to make an Offer to Purchase for all or a specified portion of the Securities~~paid in cash. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance Repurchase by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 under the Indenture at any time by the Company and the Trustees with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf Option of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this SecurityUpon a Fundamental Change. ~~No reference herein~~ Subject to the ~~Indenture~~ terms and ~~no provision~~ conditions of this Security 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 Security 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company ~~may~~shall become obligated, at the option of the Holder, to repurchase the Securities if a Fundamental Change occurs at any time prior to the Stated Maturity at 100% of the Principal Amount plus accrued and unpaid Liquidated Damages, if any, to, but excluding, the Fundamental Change Repurchase Date (the "FUNDAMENTAL CHANGE REPURCHASE PRICE"), which Fundamental Change Repurchase Price will be paid in cash; provided that if a Fundamental Change results from a Change of Control Event, the Company may elect, subject to the satisfaction of certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided conditions described in the ~~Indenture and subject to certain limitations therein set forth~~Indenture, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all ~~documentary, stamp~~ or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent a portion of the ~~Company~~ Fundamental Change Repurchase Price in Common Stock or a combination of cash and Common Stock. The number of shares of Common Stock a Holder will receive will equal the ~~Trustees may treat~~ quotient obtained by dividing (i) the ~~Person~~ portion of the Fundamental Change Repurchase Price to be paid in ~~whose name this Security is registered~~ shares of Common Stock by (ii) 95% of the average Closing Price of the shares of Common Stock for the five Trading Day period immediately preceding but ending on the ~~Security Register~~ second Business Day immediately preceding the Fundamental Change Repurchase Date, subject to adjusted as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them described in the Indenture. ~~SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate~~ Notwithstanding the foregoing, a Holder will not have the right to require the Company to repurchase the Securities upon a Change of ~~Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one~~ Control Event constituting a Fundamental Change if the Closing Price per share of the Company's Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Change of Control Event and the public announcement of the Change of Control Event exceeds 105% of the Conversion Price of the Securities ~~referred~~ in effect on each of those five Trading Days. Withdrawal of Repurchase Notice and Fundamental Change Repurchase Notice. Holders have the right to withdraw, in ~~the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company~~whole or in part, any Repurchase Notice or Fundamental Change Repurchase Notice, as ~~Canadian Trustee~~the case may be, ~~certifies that this is one~~ by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the ~~Securities referred to in the within-mentioned~~ Indenture~~. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES~~.

Appears in 1 contract

Sources: Indenture (Cadence Design Systems Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Junior Subordinated Indenture") , dated as of ~~October 6~~August 9, ~~2004~~2005 (the “Indenture”), ~~among~~ between the ~~Company, as issuer,~~ Company and JPMorgan Chase Bank, National Association, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees and~~ Trustee, the holders of Senior Debt, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests~~ or in the ~~Securities who hold their interests through DTC~~ Amended and ~~who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures~~ Restated Trust Agreement, dated as of ~~DTC~~August 9, ~~the principal of~~ 2005 (~~premium~~as modified, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and amended or supplemented from time to time, ~~on or prior~~ the “Trust Agreement”), relating to ~~October 15~~the Gramercy Capital Trust II (the “Trust”) among the Company, ~~2007~~as Depositor, the ~~Company may redeem up~~ Trustees named therein and the Holders from time to ~~a maximum of 35%~~ time of the ~~original aggregate principal amount~~ Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities ~~with~~ (unless a shorter notice period shall be satisfactory to the ~~proceeds~~ Trustee) on or after October 30, 2010 and subject to the terms and conditions of ~~one~~ Article XI of the Indenture, redeem this Security in whole at any time or ~~more Equity Offerings,~~ in part from time to time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Special Event, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended, and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest herein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that, for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Banklocal tax purposes, ~~as U.S. Trustee, certifies~~ it is intended that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity constitute indebtedness.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Gramercy Capital Corp)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Junior Subordinated Supplemental Indenture") , dated as of ~~October 6~~March __, ~~2004~~2011 (the “Indenture”), ~~among~~ between the ~~Company~~Company and The Bank of New York Mellon, a New York banking corporation, as ~~issuer~~Trustee (in such capacity, ~~JPMorgan Chase Bank, as U.S. trustee (~~the ~~"U.S.~~ “Trustee", ” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee, the holders of Senior Debt and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are not defined herein shall have the ~~Indenture for payments of United States Dollars~~ meanings assigned to ~~certain Holders, on behalf of owners of beneficial interests~~ them in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankIndenture. The Company ~~will pay~~ may, at its option, upon not less than two (2) Business Days and not more than seventy-five (75) calendar days written notice (which notice may be via electronic or facsimile transmission) to the Holders of the Securities (unless a shorter notice period shall be satisfactory to the Trustee or such ~~Additional Amounts as may become payable under Section 1016~~ notice is waived in writing by the Trustee) and subject to the terms and conditions of Article XI of the Indenture~~. At~~ , redeem this Security in whole at any time ~~and~~ or in part from time to ~~time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings,~~ time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof (or of the redeemed portion hereof, ~~plus accrued and unpaid interest to but excluding~~ as applicable), together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65% of~~ with accrued interest, including any Additional Interest, through but excluding the ~~original aggregate principal amount of~~ date fixed as the ~~Securities remains outstanding (excluding Securities held~~ Redemption Date. If the Company elects to redeem this Security in whole or in part during the Modification Period, the Advance Interest Amounts paid by the Company ~~or any of its Affiliates). Any~~ for the year in which such redemption shall occur shall be ~~made~~ credited dollar for dollar against and shall reduce, on a ~~Redemption Date within 90~~ pro-rata basis (based on the number of days of remaining in the Interest Period during which such ~~Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed~~redemption shall occur), the ~~Trustees shall select the Securities~~ amount which would otherwise be due and payable to ~~be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions~~ holders of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of this Security from the Company ~~at any time~~ upon ~~not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at~~ such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Dateredemption. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in aggregate of principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES.

Appears in 1 contract

Sources: Junior Subordinated Supplemental Indenture (BRT Realty Trust)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15~~(including the related Guarantees, ~~2009 (~~the "Securities"~~), which may~~ ) issued and to be issued under an ~~indenture~~ Indenture dated as of June 25, 1999, as supplemented by the First Supplemental Indenture dated as of June 25, 1999, the Second Supplemental Indenture dated as of June 25, 1999, the Third Supplemental Indenture dated as of June 25, 1999, the Fourth Supplemental Indenture dated as of September 22, 1999, the Fifth Supplemental dated as of September 22, 1999, the Sixth Supplemental Indenture dated as of September 22, 1999, and the Seventh Supplemental Indenture dated as of February 11, 2000 (as so supplemented, herein called the "Indenture"~~) dated as of October 6~~), ~~2004~~each between the Company and the Guarantors named therein, ~~among the Company~~and Firstar Bank, National Association, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Guarantors named therein, the Trustee and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314~~ This Security is one of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest series designated on the ~~Securities~~face hereof, ~~and the purchase price payable under an Offer to Purchase, if applicable, will be paid~~ limited in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount ~~of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal~~ to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000$500,000,000. The Securities ~~do not have the benefit~~ of ~~sinking fund obligations. The Securities~~ this series will ~~also~~ be ~~subject to redemption as a whole~~redeemable, ~~but not~~ in whole or in part, at the option of the Company at any time ~~upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ at a redemption price equal to the greater of (i) 100% of the principal amount of such Securities or (ii) as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 10 basis points, plus, in each case, accrued interest thereon to the date of redemption. Notice of any redemption will be mailed at least 30 days but ~~excluding~~ not more than 60 days before the Redemption Date in to each holder of the ~~event~~ Securities to be redeemed. Unless the Company ~~has become or would become obligated to pay~~defaults in payment of the redemption price, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date, interest will cease to accrue on the Securities or portions thereof called for redemption. In The Indenture contains provisions for defeasance at any time of (i) the ~~event of redemption or purchase pursuant to an Offer to Purchase~~ entire indebtedness of this Security or (ii) certain restrictive covenants and Events of Default with respect to this Security, in ~~part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof~~ each case upon ~~the cancellation hereof~~compliance with certain conditions set forth therein. If an Event of Default shall occur and be continuing, the principal ~~amount~~ of all ~~the~~ Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 Securities of each series to be affected under the Indenture at any time by the Company and the ~~Trustees~~ Trustee with the consent of the Holders of ~~not less than a majority~~ 50% in aggregate principal amount of the Securities at the time ~~Outstanding~~Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in ~~aggregate~~ principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all the ~~Securities~~Securities of such series, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange ~~herefor~~ therefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default, the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of the Outstanding Securities a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of (and premium, if any) or any interest on this Security on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security 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)~~ any premium and interest on this Security at the times, ~~place,~~ 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 Security is ~~registrable on~~ registerable in the Security Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company ~~maintained for such purpose~~in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement Securities~~new Securities of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities of like tenor, of a different authorized denomination, as requested by the Holder surrendering the same. No Except where otherwise specifically provided in the Indenture, no service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. Prior to ~~the time of~~ due presentment of this Security for registration of transfer, the Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This Security shall be governed by, and construed in accordance with, the laws of the State of New York.~~ All terms used in this Security ~~which are not otherwise defined herein and~~ which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES.

Appears in 1 contract

Sources: Seventh Supplemental Indenture (Kroger Co)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Company designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ Corporation (herein called the "~~Securities~~SECURITIES"), ~~which may~~ issued and to be issued in one or more series under ~~an indenture (~~the "Junior Subordinated Indenture") , dated as of ~~October 6~~_________ __, ~~2004~~2000 (herein called the "INDENTURE"), ~~among~~ between the ~~Company~~Corporation and ____________, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the "~~U.S. Trustee~~TRUSTEE", which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the ~~Company~~Corporation, the ~~Trustees~~ Trustee, the Holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided in Section 314~~ This Security is one of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to series designated on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part onlyhereof [IF APPLICABLE, ~~a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing~~INSERT--, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 under the Indenture at any time by the Company and the Trustees with the consent of the Holders of not less than a majority limited in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York$ ___________]. All terms used in this Security ~~which are not otherwise defined herein and which~~ that are defined in the Indenture [IF APPLICABLE, INSERT--or in the Amended and Restated Trust Agreement, dated as of _____________ (as modified, amended or supplemented from time to time, the "TRUST AGREEMENT"), relating to DPL Capital Trust I (the "ISSUER TRUST") among the Corporation, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto,] shall have the meanings assigned to them in the Indenture [if applicable, insert or the Trust Agreement as the case may be]. [IF APPLICABLE, INSERT--The Corporation may at any time, at its option, on or after _______, __ and subject to the terms and conditions of Article XI of the Indenture~~. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION~~ , redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (~~Certificate~~ expressed as percentages of ~~Authentication may be executed by either Trustee) JPMorgan Chase Bank~~the principal amount hereof): If redeemed during the 12-month period beginning __________, Redemption Year Price ---- ---------- and thereafter at a Redemption Price equal to 100% of the principal amount hereof, together, in the case of any such redemption, with accrued interest [IF APPLICABLE, INSERT-- (including any Additional Interest)] to but excluding the date fixed for redemption.] [IF APPLICABLE, INSERT--In addition, upon the occurrence and during the continuation of a Tax Event or Investment Company Event in respect of the Issuer Trust, the Corporation may, at its option, at any time within 90 days of the occurrence and during the continuation of such Tax Event or Investment Company Event, as ~~U.S. Trustee~~the case may be, ~~certifies that~~ redeem this ~~is one~~ Security, in whole but not in part, subject to the terms and conditions of Article XI of the ~~Securities referred~~ Indenture, at a Redemption Price equal to in the ~~within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one~~ greater of (i) 100% of the ~~Securities referred~~ principal amount of such Security or (ii) as determined by a Quotation Agent (as defined below), the sum of the present values of the principal amount and premium payable as part of the Redemption Price with respect to an optional redemption of such Security on _________, 20__, together with the present values of the scheduled payments of interest from the Redemption Date to _________, 20__ (the "Remaining Life"), in each case discounted to the ~~within~~Redemption Date on a quarterly basis (assuming a 360-~~mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES~~day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined below).

Appears in 1 contract

Sources: Securities Purchase Agreement (DPL Inc)

Appears in 1 contract

Sources: Junior Subordinated Indenture (Zions Institutional Capital Trust A)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the ~~Company~~ Company, designated as its ~~6.875%~~ •% Senior [Exchange]* Subordinated Convertible Notes due ~~October 15, 2009~~ 2022 (herein called the "“Securities"”), ~~which may~~ all issued or to be issued under and pursuant to an ~~indenture (the "Indenture")~~ Indenture dated as of ~~October 6~~May •, ~~2004, among~~ 2007 (herein called the ~~Company, as issuer, JPMorgan Chase Bank, as U.S. trustee (the "U.S. Trustee", which term includes any successor under the~~ “Indenture”), between the Company and ~~CIBC Mellon Trust Company~~The Bank of New York (herein called the “Trustee”), ~~as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee")~~ to which Indenture and all indentures supplemental thereto reference is hereby made for a ~~statement~~ description of the ~~respective~~ rights, limitations of rights, ~~duties~~obligations, ~~obligations~~ duties and immunities thereunder of the ~~Company~~Trustee, the ~~Trustees~~ Company and the Holders of the Securities~~, and of the terms upon which the Securities are, and are to be, authenticated and delivered~~. Except as otherwise provided in Section 314 of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 under the Indenture at any time by the Company and the Trustees with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference Terms used herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture ~~shall~~ have the meanings assigned to them in the Indenture. ~~SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed~~ The indebtedness evidenced by ~~either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this~~ the Securities is ~~one~~ unsecured indebtedness of the ~~Securities referred~~ Company and is or will be (1) subordinate in right of payment to in future unsubordinated indebtedness for the ~~within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one~~ construction and development of the Brisas gold and copper project, and will be effectively subordinate to the extent of the collateral securing such indebtedness, (2) subordinate to senior secured bank indebtedness in right of payment, and will be effectively subordinate to the extent of the collateral securing such indebtedness, (3) subordinate in right of payment to any guarantee of the indebtedness described in (1) or (2) by us or any of our subsidiaries for the period that the guarantee is in effect, (4) equal in right of payment to any of our other existing and future unsecured and unsubordinated indebtedness, and (5) senior in right of payment to all of our future subordinated debt. However, the indebtedness evidenced by the Securities ~~referred~~ will be effectively subordinated to in all future secured debt to the ~~within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES~~extent of the security on such other indebtedness and to all existing and future obligations of our subsidiaries.

Appears in 1 contract

Sources: Indenture (Gold Reserve Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Subordinated Indenture") , dated as of ~~October 6~~May 23, ~~2004~~2007 (the “Indenture”), ~~among~~ between the Company and Wilmington Trust Company, as ~~issuer~~Trustee (in such capacity, ~~JPMorgan Chase Bank, as U.S. trustee (~~the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee, the holders of Senior Debt and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars~~ shall have the meanings assigned to ~~certain Holders, on behalf of owners of beneficial interests~~ them in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankIndenture. The Company ~~will pay~~ may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders ~~such Additional Amounts as may become payable under Section 1016~~ of the Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after July 30, 2012 and subject to the terms and conditions of Article XI of the Indenture~~. At~~ , redeem this Security in whole at any time ~~and~~ or in part from time to ~~time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings,~~ time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Special Event, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice~~option and in accordance with the Indenture, redeem this Security, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal ~~to 100%~~ to: of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are not otherwise defined herein and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES.

Appears in 1 contract

Sources: Subordinated Indenture (Redwood Trust Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Junior Subordinated Indenture") , dated as of ~~October 6~~September 28, ~~2004~~2005 (the “Indenture”), ~~among~~ between the ~~Company, as issuer,~~ Company and JPMorgan Chase Bank, National Association, as ~~U.S. trustee~~ Trustee (in such capacity, the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee, the holders of Senior Debt and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars~~ shall have the meanings assigned to ~~certain Holders, on behalf of owners of beneficial interests~~ them in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bankIndenture. The Company ~~will pay~~ may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders ~~such Additional Amounts as may become payable under Section 1016~~ of the Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after October 30, 2010 and subject to the terms and conditions of Article XI of the Indenture~~. At~~ , redeem this Security in whole at any time ~~and~~ or in part from time to ~~time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings,~~ time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, prior to October 30, 2010, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Special Event, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest herein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that, for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Banklocal tax purposes, ~~as U.S. Trustee, certifies~~ it is intended that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity constitute indebtedness.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Wci Communities Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (herein called the "“Securities"”), ~~which may~~ issued and to be issued in one or more series under an ~~indenture (the "~~Indenture") , dated as of ~~October 6~~[ ] herein called the “Indenture”), ~~2004, among~~ between the ~~Company~~Company and Deutsche Bank Trust Company Americas, as ~~issuer, JPMorgan Chase Bank, as U.S. trustee~~ Trustee (herein called the ~~"U.S.~~ “Trustee"”, which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees~~ Trustee and the Holders of the ~~Securities,~~ Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Except as otherwise provided in Section 314 of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. [The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeemable in ~~amounts of Cdn.$1,000~~ whole or ~~integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not~~ in part, at the option of the Company at any time ~~upon~~ and from time to time, on not less than 30 ~~nor~~ or more than 60 days' ’ prior notice mailed to ~~each Holder~~ the Holders of ~~Securities to be redeemed at such Holder's address appearing in~~ the ~~Security Register~~ Securities, at a ~~redemption price~~ Redemption Price equal to the greater of (i) 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the ~~Indenture. In~~ Securities to be redeemed and (ii) the ~~case~~ sum of ~~any redemption~~ the present values of ~~Securities, interest installments whose Stated Maturity is on or prior~~ the Remaining Scheduled Payments thereon discounted to the Redemption Date ~~will be payable to the Holders~~ on a [semiannual] basis (assuming a 360-day year consisting of ~~such Securities, or one or more Predecessor Securities, of record~~ twelve 30-day months) at the ~~close of business~~ Treasury Rate plus basis points, together in either case with accrued interest on the ~~relevant Record Date referred~~ principal amount being redeemed to ~~on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after~~ the Redemption Date. Subject to payment by the Company of a sum sufficient to pay the amount due on redemption, interest on this Security (or portion hereof if this Security is redeemed in part) shall cease to accrue upon the Redemption Date of this Security (or portion hereof if this Security is redeemed in part).] [The Securities do not have the benefit of a sinking fund.] [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of ~~redemption~~ a deposit or ~~purchase pursuant to~~ withdrawal of an ~~Offer to Purchase~~ interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, ~~a new Security or Securities~~ the Trustee, as custodian for the ~~unredeemed portion hereof~~ Depositary, shall ~~be issued~~ make an adjustment on its records to reflect such deposit or withdrawal in accordance with the ~~name~~ rules and procedures of the ~~Holder hereof upon the cancellation hereof.~~ Depositary.] [INCLUDE IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [INCLUDE IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of ~~all~~ principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. ~~The Indenture provides that, subject~~ Such amount shall be equal to ~~certain conditions, if~~ [— insert formula for determining the amount]. Upon payment (i) ~~certain Net Available Proceeds are available to~~ of the ~~Company as a result~~ amount of ~~Asset Dispositions or~~ principal so declared due and payable and (ii) ~~a Change~~ of ~~Control Triggering Event occurs~~interest on any overdue principal, premium and interest (in each case to the ~~Company~~ extent that the payment of such interest shall be ~~required to make an Offer to Purchase for~~ legally enforceable), all ~~or a specified portion~~ of the ~~Securities~~Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] [INCLUDE IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY — This Security was issued with Original Issue Discount under Section 1272, 1273 and 1275 of the Internal Revenue Code of 1986, as amended. You may contact the Treasurer of the Company, at Avon Products, Inc., 601 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, (▇14) 935-2000, who will provide you with any required information regarding the Original Issue Discount.] The Indenture contains provisions for defeasance at any ~~time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default~~time, upon compliance ~~by the Company~~ with certain conditions set forth therein, ~~which provisions apply~~ of (i) the entire Indebtedness evidenced by this Security or (ii) certain restrictive covenants and Events of Default with respect to this Security. 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 Securities of each series to be affected under the Indenture at any time by the Company and the ~~Trustees~~ Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities ~~at the time Outstanding~~of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Outstanding Securities ~~at the time Outstanding~~of each series, on behalf of the Holders of all the ~~Securities~~Securities of such series, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to the Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of Outstanding Securities of this series a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on in the Security Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company ~~maintained for such purpose~~in The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more ~~replacement Securities~~new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of ~~Cdn.$1,000~~ $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. Prior to ~~the time of~~ due presentment of this Security for registration of transfer, the Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This Security shall be governed by, and construed in accordance with, the laws of the State of New York.~~ All terms used in this Security ~~which are not otherwise defined herein and~~ which are defined in the Indenture shall have the meanings assigned to them in the Indenture. ~~SECTION 205~~If you want to assign this Security, fill in the form below and have your signature guaranteed: I or we assign and transfer this Security to: (Print or type name, address and zip code and social security or tax ID number of assignee) and irrevocably appoint agent to transfer this Security on the books of the Company. ~~FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION~~The agent may substitute another to act for him. ~~TRUSTEE'S CERTIFICATE OF AUTHENTICATION~~ Date: ____________ Signed: ____________ (~~Certificate~~ Sign exactly as your name appears on the other side of ~~Authentication may~~ this Security) Signature Guarantee: NOTICE: To be executed by either Trustee) JPMorgan Chase Bank, as U.S. Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESan executive officer.

Appears in 1 contract

Sources: Indenture (Avon Products Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "“Securities~~"), which may be~~ ”) issued under ~~an indenture (~~the "Junior Subordinated Indenture") , dated as of ~~October 6~~September 29, ~~2004~~2006 (the “Indenture”), ~~among~~ between the ~~Company~~Company and ▇▇▇▇▇ Fargo Bank, N.A., as ~~issuer~~Trustee (in such capacity, ~~JPMorgan Chase Bank, as U.S. trustee (~~the ~~"U.S.~~ “Trustee", ,” which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees and~~ Trustee, the holders of Senior Debt, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests~~ or in the ~~Securities who hold their interests through DTC~~ Amended and ~~who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures~~ Restated Trust Agreement, dated as of ~~DTC~~September 29, ~~the principal of~~ 2006 (~~premium~~as modified, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and amended or supplemented from time to time, the “Trust Agreement”), relating to the RCC Trust II (the “Trust”) by and among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or ~~prior~~ after the No Call Period, and subject to ~~October 15~~the terms and conditions of Article XI of the Indenture, ~~2007~~redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. If a Significant Event occurs after the No Call Period, the Company ~~may~~ shall, upon receipt of a Significant Event Election, redeem ~~up to a maximum of 35% of the original aggregate principal amount of~~ the Securities ~~with~~ in whole within thirty (30) days of receipt of such Election under the ~~proceeds of one or more Equity Offerings~~Indenture, at a Redemption Price equal to ~~106.875%~~ one hundred (100%) of the principal amount ~~thereof~~hereof, ~~plus~~ together, in the case of any such redemption, with accrued ~~and unpaid interest~~ interest, including any Additional Interest, to but excluding the ~~Redemption Date (subject to the right of holders of record on the relevant record~~ date ~~to receive interest due on an interest payment date that is on or prior to~~ fixed as the Redemption Date~~); provided~~. In addition, ~~however~~upon the occurrence and during the continuation of a Special Event or an Event of Default during the No Call Period, ~~that after giving effect to any such redemption~~the Company may, at ~~least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of~~ its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days~~' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ ’ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of ~~all~~ any Security. If the ~~Securities may be declared due~~ Company and ~~payable in~~ the ~~manner and with~~ Trustee shall have received within thirty (30) days from the ~~effect provided in~~ holders of the Preferred Securities’ receipt of a Significant Event Notice under the Indenture~~. The Indenture provides that~~, ~~subject~~ written notice from at least 25% of the holders of the Preferred Securities electing to ~~certain conditions~~cause either the Defeasance (if during the No Call Period) or redemption (if after the expiration of the No Call Period), if as applicable, of the Notes, then the Company shall (i) ~~certain Net Available Proceeds are available~~ if such Significant Event occurs during the No Call Period, cause Article XIII of the Indenture to be applied to the ~~Company as a result of Asset Dispositions~~ Outstanding Securities, or (ii) ~~a Change of Control Triggering~~ if such Significant Event ~~occurs,~~ occurs after the ~~Company shall be required to make an Offer to Purchase for all or a specified portion~~ expiration of the ~~Securities. The Indenture contains provisions for defeasance at any time of (a)~~ No Call Period, redeem the ~~entire indebtedness~~ Notes pursuant to Section 11.2 of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this SecurityIndenture. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder’s attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities of like tenor in a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest herein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that, for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Banklocal tax purposes, ~~as U.S. Trustee, certifies~~ it is intended that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity constitute indebtedness.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Resource Capital Corp.)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Company~~ Corporation designated as its ~~6.875~~____% ~~Senior [Exchange]* Notes~~ Junior Subordinated Debentures, due ~~October 15, 2009~~ 20___ (herein called the "Securities"), ~~which may~~ limited in aggregate principal amount to $____, issued and to be issued under ~~an indenture~~ the Junior Subordinated Indenture, dated as of ______, 20___ (herein called the "Indenture"~~) dated as of October 6, 2004~~), among the ~~Company~~Corporation, Popular, Inc., as ~~issuer~~Guarantor, ~~JPMorgan Chase Bank~~and The Bank of New York Mellon, as ~~U.S. trustee~~ Trustee (herein called the "~~U.S.~~ Trustee", which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the ~~Company~~Corporation, the ~~Trustees~~ Guarantor, the Trustee, the holders of Senior Debt and the Holders of ~~the~~ Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. Except as otherwise provided in Section 314 of the Indenture for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests in the Securities who hold their interests through DTC and who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures of DTC, the principal of (premium, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and from time to time, on or prior to October 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings, at a Redemption Price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by the Company or any of its Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering upon not less than 30 nor more than 60 days' prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all of the Securities are to be redeemed, the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole, but not in part, at the option of the Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register at a redemption price equal to 100% of the principal amount plus accrued interest to but excluding the Redemption Date in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 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 under the Indenture at any time by the Company and the Trustees with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, 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 by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security 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 Security 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 Security is registrable on the Security Register, upon surrender of this Security for registration of transfer at any office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more replacement Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in denominations of Cdn.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name this Security is registered on the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustees or any agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security ~~which are not otherwise defined herein and which~~ that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of ________ __, 20__ (as modified, amended or supplemented from time to time, the "Trust Agreement"), relating to Popular North America Capital Trust I (the "Issuer Trust") among the Corporation, as Depositor, Popular, Inc., as Guarantor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the ~~Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Bank~~Indenture or the Trust Agreement, as ~~U.S. Trustee~~the case may be. The Corporation may, ~~certifies that this is one~~ at its option, subject to the terms and conditions of Article XI of the ~~Securities referred~~ Indenture and subject to the Corporation having received prior approval of the Federal Reserve if then required under applicable capital guidelines or policies, redeem this Security in whole at any time or in part from time to time, at a Redemption Price equal to the greater of (i) 100% of the principal amount of this Security being redeemed or (ii) as determined by a Quotation Agent (as defined below), the sum of the present values of scheduled payments of principal and interest for the Remaining Life (as defined below) of this Security being redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus ____%, plus, in the ~~within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company~~case of either (i) or (ii), ~~as Canadian Trustee, certifies that this is one of~~ accrued and unpaid interest thereon to the ~~Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES~~Redemption Date.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Popular North America Capital Trust Iii)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company ~~designated as its 6.875% Senior [Exchange]* Notes due October 15, 2009~~ (the "Securities"~~), which may be~~ ) issued under ~~an indenture~~ the Junior Subordinated Indenture, dated as of May 13, 2005 (the "Indenture"~~) dated as of October 6~~), ~~2004, among~~ between the ~~Company, as issuer,~~ Company and JPMorgan Chase Bank, National Association, as ~~U.S. trustee~~ Trustee (in such capacity, the "~~U.S.~~ Trustee", ," which term includes any successor trustee under the Indenture), and CIBC Mellon Trust Company, as Canadian trustee (the "Canadian Trustee", which term includes any successor under the Indenture, and, together with the U.S. Trustee, the "Trustees" and each a "Trustee") to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, ~~duties, obligations~~ duties and immunities thereunder of the Company, the ~~Trustees and~~ Trustee, the holders of Senior Debt, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~Except as otherwise provided~~ All terms used in ~~Section 314 of~~ this Security that are defined in the Indenture ~~for payments of United States Dollars to certain Holders, on behalf of owners of beneficial interests~~ or in the ~~Securities who hold their interests through DTC~~ Amended and ~~who have not otherwise elected to receive Canadian dollars in accordance with the Applicable Procedures~~ Restated Trust Agreement, dated as of ~~DTC~~May 13, ~~the principal of~~ 2005 (~~premium~~as modified, if any) and interest on the Securities, and the purchase price payable under an Offer to Purchase, if applicable, will be paid in Canadian Dollars. Any payments made by checks denominated in United States Dollars will be drawn on a United States bank. Any payments made by checks denominated in Canadian Dollars will be drawn on a Canadian bank. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1016 of the Indenture. At any time and amended or supplemented from time to time, ~~on or prior~~ the "Trust Agreement"), relating to ~~October 15~~the Hersha Statutory Trust I (the "Trust") among the Company, ~~2007~~as Depositor, the ~~Company may redeem up~~ Trustees named therein and the Holders from time to ~~a maximum of 35%~~ time of the ~~original aggregate principal amount~~ Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days' nor more than sixty (60) days' written notice to the Holders of the Securities ~~with~~ (unless a shorter notice period shall be satisfactory to the ~~proceeds~~ Trustee) on or after June 30, 2010 and subject to the terms and conditions of ~~one~~ Article XI of the Indenture, redeem this Security in whole at any time or ~~more Equity Offerings,~~ in part from time to time at a Redemption Price equal to ~~106.875%~~ one hundred percent (100%) of the principal amount ~~thereof~~hereof, ~~plus accrued and unpaid interest to but excluding~~ together, in the ~~Redemption Date (subject to the right~~ case of ~~holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that after giving effect to~~ any such redemption, ~~at least 65%~~ with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of ~~the original aggregate principal amount of the Securities remains outstanding (excluding Securities held by~~ a Special Event, the Company ~~or any of~~ may, at its ~~Affiliates). Any such redemption shall be made on a Redemption Date within 90 days of such Equity Offering~~ option, upon not less than 30 thirty (30) days' nor more than 60 sixty (60) days' ~~prior notice, in amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. If less than all~~ written notice to the Holders of the Securities ~~are~~ (unless a shorter notice period shall be satisfactory to ~~be redeemed~~the Trustee), the Trustees shall select the Securities to be redeemed by such method as the Trustees shall deem fair and appropriate. The --------- * Include only for Exchange Securities. Trustees may select for redemption Securities and portions of Securities redeem this Security, in ~~amounts of Cdn.$1,000 or integral multiples of Cdn.$1,000. The Securities do not have the benefit of sinking fund obligations. The Securities will also be subject to redemption as a whole,~~ whole but not in part, at subject to the ~~option~~ terms and conditions of Article XI of the ~~Company at any time upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register~~ Indenture at a ~~redemption price~~ Redemption Price equal to ~~100%~~ one hundred seven and one half percent (107.5%) of the principal amount ~~plus accrued interest to but excluding the Redemption Date~~ hereof, together, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the Securities, any Additional Amounts as a result of any change or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in or interpretation or administration of such laws or regulations by the relevant taxing authority which change or amendment is announced or becomes effective on or after the date of the Indenture. In the case of any ~~redemption of Securities~~such redemption, ~~interest installments whose Stated Maturity is on or prior to~~ with accrued interest, including any Additional Interest, through but excluding the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after date fixed as the Redemption Date. In the event of redemption ~~or purchase pursuant to an Offer to Purchase~~ of this Security in part only, a new Security or Securities for the unredeemed portion hereof ~~shall~~ will be issued in the name of the Holder hereof upon the cancellation hereof. If ~~an Event~~ less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of ~~Default shall occur and be continuing,~~ a portion of the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Securities. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the ~~amendment thereof~~ Company and the ~~modification~~ Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and ~~the rights~~ of the Holders ~~under~~ of the ~~Indenture at any time by the Company and the Trustees~~ Securities, with the consent of the Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Outstanding Securities. The Indenture also contains provisions permitting ~~the~~ Holders of specified percentages in ~~aggregate~~ principal amount of the ~~Securities at the time Outstanding~~Securities, on behalf of the Holders of all ~~the~~ Securities, 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 by ~~or on behalf of~~ the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) , and ~~interest~~ interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, ~~place,~~ 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 Security is restricted to transfers to "Qualified Purchasers" (as such term is defined in the Investment Company Act of 1940, as amended), and is registrable on in the ~~Security~~ Securities Register, upon surrender of this Security for registration of transfer at ~~any~~ the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Security~~ Securities Registrar and duly executed by, the Holder hereof or ~~his~~ such Holder's attorney duly authorized in writing, and thereupon one or more ~~replacement~~ new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided for in the Indenture, the Company may, subject to certain limitations, from time to time, without notice to or the consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to the Indenture or pursuant to an Officers' Certificate. The Securities are issuable only in registered form without coupons in minimum denominations of ~~Cdn.$1,000~~ $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, ~~the~~ Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or ~~exchange or redemption of Securities~~exchange, but the Company may require payment of a sum sufficient to ~~pay all documentary, stamp or similar issue or transfer taxes~~ cover any tax or other governmental ~~charges~~ charge payable in connection ~~with any registration of transfer or exchange~~therewith. ~~Prior to the time of due presentment of this Security for registration of transfer, the~~ The Company, the ~~Trustees~~ Trustee and any agent of the Company or the ~~Trustees~~ Trustee may treat the Person in whose name this Security is registered ~~on the Security Register~~ as the owner hereof for all purposes, whether or not this Security be overdue, and ~~none of~~ neither the Company, the ~~Trustees or~~ Trustee nor any such agent shall be affected by notice to the contrary. ~~This~~ The Company and, by its acceptance of this Security ~~shall be governed by~~or a beneficial interest herein, the Holder of, and ~~construed in accordance with~~any Person that acquires a beneficial interest in, ~~the laws of the State of New York. All terms used in~~ this Security ~~which are not otherwise defined herein~~ agree that, for United States federal, state and which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee) JPMorgan Chase Banklocal tax purposes, ~~as U.S. Trustee, certifies~~ it is intended that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK By: -------------------------------- Authorized Signatory CIBC Mellon Trust Company, as Canadian Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSecurity constitute indebtedness.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Hersha Hospitality Trust)

Common use of Form of Reverse of Security Clause in Contracts