Exhibit 4.15
THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY AND THE COMMON STOCK ISSUABLE
UPON CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S THEREUNDER.
THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF ADVANCED
MICRO DEVICES, INC. THAT (A) THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON
CONVERSION THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (III)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER (IF AVAILABLE), (IV) TO AN INSTITUTIONAL INVESTOR THAT IS AN
ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT IF AVAILABLE OR (V) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH
(V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY
NOT BE CONDUCTED UNLESS CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.
THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR
RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE
LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO
THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS
SECURITY SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO
ANY SUCH AMENDMENT OR SUPPLEMENT.
THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE
BENEFITS OF, A REGISTRATION RIGHTS AGREEMENT, DATED AS OF JANUARY 29, 2002,
ENTERED INTO BY THE COMPANY FOR THE BENEFIT OF CERTAIN HOLDERS OF SECURITIES
FROM TIME TO TIME.
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR
A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK CORPORATION,
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT AND IS
SUBJECT TO THE RULES FOR DEBT INSTRUMENTS WITH CONTINGENT PAYMENTS UNDER
TREASURY REGULATIONS ss. 1.1275-4(b). FOR INFORMATION REGARDING THE ISSUE PRICE,
THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, THE YIELD TO MATURITY, THE
"COMPARABLE YIELD" AND PROJECTED PAYMENT SCHEDULE FOR THIS SECURITY, YOU SHOULD
CONTACT: TREASURER, ADVANCED MICRO DEVICES, INC., ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇.
ADVANCED MICRO DEVICES, INC.
4.75% Convertible Senior Debentures Due ▇▇▇▇
▇▇. ▇-▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇ ▇.▇. $500,000,000
ISIN NO. US007903AD99
Advanced Micro Devices, Inc., a corporation duly organized and
validly existing under the laws of the State of Delaware (herein called the
"Company"), which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received hereby promises to pay to
CEDE & CO., or registered assigns, the principal sum of Five Hundred Million
United States Dollars ($500,000,000) (which amount may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary, in accordance with the rules and procedures of the
Depositary) on February 1, 2022 and to pay interest on said principal sum
semi-annually on February 1 and August 1 of each year, commencing August 1, 2002
at the initial rate of 4.75% per annum to holders of record on the immediately
preceding January 15 and July 15, respectively. Interest on this Security shall
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accrue from the most recent date to which interest has been paid, or if no
interest has been paid, from January 29, 2002, until the Principal Amount is
paid or duly made available for payment. Notwithstanding the foregoing, on the
close of business on August 1, 2008, August 1, 2011 and August 1, 2016 (each, a
"Step-up Date"), the interest rate on this Security shall be automatically
reset, and this Security shall accrue interest, from such Step-up Date, to but
excluding the next succeeding Step-up Date, or, in the case of February 1, 2022,
until the Principal Amount is paid or duly made available for payment, at a rate
per annum equal to the interest rate payable 120 days prior to such Step-up Date
on 5-year U.S. Treasury Notes plus 0.43%, provided, in no event shall the
interest rate on this Security be reset below 4.75% per annum or above 6.75% per
annum. Any change in the interest rate pursuant to the preceding sentence shall
not have any effect on any other provision of the Indenture or this Security.
Except as otherwise provided in the Indenture, the interest payable on this
Security pursuant to the Indenture on any February 1 or August 1 will be paid to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date, which shall
be the January 15 or July 15 (whether or not a Business Day) next preceding such
February 1 or August 1, respectively; provided that, any such interest not
punctually paid or duly provided for shall be payable as provided in the
Indenture. Payment of the principal of and interest accrued on this Security
shall be made by check mailed to the address of the Holder of this Security
specified in the register of Securities, or, at the option of the Holder of this
Security, at the Corporate Trust Office, in such lawful money of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts; provided, however, that, with respect to
any Holder of Securities with an aggregate principal amount in excess of
$5,000,000, at the request of such Holder in writing to the Company, interest on
such Holder's Securities shall be paid by wire transfer in immediately available
funds in accordance with the written wire transfer instruction supplied by such
Holder from time to time to the Trustee and Paying Agent (if different from the
Trustee) at least two days prior to the applicable Regular Record Date; provided
that any payment to the Depositary or its nominee shall be paid by wire transfer
in immediately available funds in accordance with the wire transfer instruction
supplied by the Depositary or its nominee from time to time to the Trustee and
Paying Agent (if different from Trustee) at least two days prior to the
applicable Regular Record Date.
Reference is made to the further provisions of this Security
set forth on the reverse hereof, including, without limitation, provisions
giving the Company the right to repurchase this Security commencing February 5,
2005 under certain circumstances and otherwise on February 5, 2006 and the
Holder of this Security the right to convert this Security into Common Stock of
the Company and the right to require the Company to repurchase this Security on
certain dates and upon certain events, in each case, on the terms and subject to
the limitations referred to on the reverse hereof and as more fully specified in
the Indenture. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Security shall be 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.
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This Security shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been manually
signed by the Trustee or a duly authorized authenticating agent under the
Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
ADVANCED MICRO DEVICES, INC.
By: ____________________________________
Authorized Signatory
Attest:
By: ____________________________
Authorized Signatory
This is one of the Securities referred to in the within-mentioned
Indenture.
Dated: ___________ THE BANK OF NEW YORK, as Trustee
By: _____________________________
Authorized Signatory
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[Reverse of Security]
This Security is one of a duly authorized issue of Securities of the
Company, designated as its 4.75% Convertible Senior Debentures due 2022 (herein
called the "Securities"), all issued or to be issued under and pursuant to an
Indenture dated as of January 29, 2002 (herein called the "Indenture"), between
the Company and the Bank of New York (herein called the "Trustee"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the
Securities.
The indebtedness evidenced by the Securities is unsecured and
unsubordinated indebtedness of the Company and ranks equally with the Company's
other unsecured and unsubordinated indebtedness.
Redemption at the Option of the Company. No sinking fund is provided
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for the Securities. The Securities are redeemable as a whole, or from time to
time in part, at any time after February 5, 2005 at the option of the Company at
the following redemption prices (each, a "Redemption Price"), expressed as a
percentage of Principal Amount for Securities redeemed during the periods set
forth below:
Period Redemption Price
------------------------------------------------------ ----------------
Beginning on February 5, 2005 through February 4, 2006 102.375%
Beginning on February 5, 2006 through February 4, 2007 101.583%
Beginning on February 5, 2007 through February 4, 2008 100.792%
Beginning on February 5, 2008 100.00%
in each case together with accrued and unpaid interest and Additional Amounts,
if any, to, but excluding, the Redemption Date; provided, that the Securities
will not be redeemable prior to February 5, 2006, unless the last reported sale
price of the Company's common stock is at least 130% of the then effective
Conversion Price for at lease 20 Trading Days within a period of 30 consecutive
Trading Days ending within five Trading Days of the date of the redemption
notice.
Purchase By the Company at the Option of the Holder. Subject to the
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terms and conditions of the Indenture, the Company shall become obligated to
purchase, at the option of the Holder, the Securities held by such Holder on
each of the Purchase Dates of February 1, 2009, February 1, 2012 and February 1,
2017 at 100% of the Principal Amount plus accrued and unpaid interest and
Additional Amounts, if any, to, but excluding, the Purchase Date (the "Purchase
Price"), upon delivery of a Purchase Notice containing the information set forth
in the Indenture, at any time from the opening of business on the date that is
30 days prior to such Purchase Date until the close of business on the date that
is 5 Business Days prior to such Purchase Date and upon delivery of the
Securities to the Paying Agent by the Holder as set forth in the Indenture. The
Purchase Price will be paid in cash.
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At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to repurchase the Securities
if a Fundamental Change occurs at any time prior to February 1, 2022 at 100% of
the Principal Amount plus accrued and unpaid interest and Additional Amounts, if
any, to, but excluding, the Fundamental Change Repurchase Date (the "Fundamental
Change Repurchase Price"), which Fundamental Change Repurchase Price shall be
paid in cash.
Holders have the right to withdraw any Purchase Notice or Fundamental
Change Repurchase Notice, as the case may be, by delivering to the Paying Agent
a written notice of withdrawal in accordance with the provisions of the
Indenture.
If cash sufficient to pay the Purchase Price or Fundamental Change
Repurchase Price, as the case may be, of all Securities or portions thereof to
be purchased on a Purchase Date or on a Fundamental Change Repurchase Date, as
the case may be, is deposited with the Paying Agent on the Business Day
following the Purchase Date or the Fundamental Change Repurchase Date, as the
case may be, interest will cease to accrue on such Securities (or portions
thereof) immediately after such Purchase Date or Fundamental Change Repurchase
Date, as the case may be, and the Holder thereof shall have no other rights as
such (other than the right to receive the Purchase Price or Fundamental Change
Repurchase Price, as the case may be, upon surrender of such Security).
Conversion. Subject to the provisions of the Indenture, the Holder
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hereof has the right, at its option, at any time following the date of issuance
of the Securities and prior to the close of business on the Business Day next
preceding February 1, 2022 (except that with respect to any Security or portion
of a Security which shall be called for redemption, prior to the close of
business on the Business Day next preceding the Redemption Date) (unless the
Company shall default in payment of the Redemption Price), to convert the
Principal Amount hereof or any portion of such principal which is $1,000 or an
integral multiple thereof, into that number of fully paid and non-assessable
shares of Common Stock, as said shares shall be constituted at the date of
conversion, obtained by dividing the Principal Amount of this Security or
portion thereof to be converted by the conversion price of $23.38 (the
"Conversion Price") as adjusted from time to time as provided in the Indenture,
upon surrender of this Security, together with a Conversion Notice as provided
in the Indenture, to the Company at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
or at the option of such Holder, the Corporate Trust Office, and, unless the
shares issuable on conversion are to be issued in the same name as this
Security, duly endorsed by, or accompanied by instruments of transfer in form
satisfactory to the Company duly executed by, the Holder or by his duly
authorized attorney. No adjustment in respect of interest or dividends will be
made upon any conversion; provided, however, that, if this Security shall be
surrendered for conversion during the period from the close of business on any
Regular Record Date for the payment of interest through the close of business on
the Business Day next preceding the following Interest Payment Date, and has not
been called for redemption on a Redemption Date that occurs during such period,
such Security (or portion thereof being converted) must be accompanied by an
amount, in funds acceptable to the Company, equal to the interest payable on
such Interest Payment Date on the Principal Amount being converted; provided,
however, that no such payment shall be required if there shall exist at the time
of conversion a default in the payment of interest or Additional Amounts on the
Securities. No fractional shares will be issued
6
upon any conversion, but an adjustment and payment in cash will be made, as
provided in the Indenture, in respect of any fraction of a share which would
otherwise be issuable upon the surrender of any Securities for conversion.
Securities in respect of which a Holder is exercising its right to require
repurchase on a Purchase Date or a Fundamental Change Repurchase Date may be
converted only if such Holder withdraws its election to exercise such right in
accordance with the terms of the Indenture. Any Securities called for
redemption, unless surrendered for conversion by the Holders thereof on or
before the close of business on the Business Day preceding the date fixed for
redemption, may be deemed to be redeemed from such Holders for an amount equal
to the applicable Redemption Price, by one or more investment banks or other
purchasers who may agree with the Company (i) to purchase such Securities from
the Holders thereof and convert them into shares of the Common Stock and (ii) to
make payment for such Securities as aforesaid to the Trustee in trust for the
Holders.
Tax Treatment. The Company, and by purchasing a beneficial ownership
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interest in the Securities each Holder of Securities, will be deemed to have
agreed, for United States federal income tax purposes, (i) to treat the
Securities as indebtedness that is subject to Contingent Payment Debt
Regulations and, for purposes of the Contingent Payment Debt Regulations, to
treat the fair market value of any stock beneficially received by a Holder upon
any conversion of the Securities as a contingent payment and (ii) to be bound by
the Company's determination of the comparable yield and projected payment
schedule, within the meaning of the Contingent Payment Debt Regulations, with
respect to the Securities. A Holder of Securities may obtain the issue price,
issue date, amount of original issue discount, yield to maturity, comparable
yield and projected payment schedule by submitting a written request to the
Company at the following address: Advanced Micro Devices, Inc., ▇▇▇ ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Treasurer.
In the event of a deposit or withdrawal of an interest in this
Security, including an exchange, transfer, repurchase or conversion of this
Security in part only, the Trustee, as custodian of the Depositary, shall make
an adjustment on its records to reflect such deposit or withdrawal in accordance
with the rules and procedures of the Depositary.
Subject to certain limitations in the Indenture, at any time when the
Company is not subject to Section 13 or 15(d) of the United States Securities
Exchange Act of 1934, as amended, upon the request of a Holder of a Restricted
Security, the Company will promptly furnish or cause to be furnished Rule 144A
Information (as defined below) to such Holder of Restricted Securities, or to a
prospective purchaser of any such security designated by any such Holder, to the
extent required to permit compliance by any such Holder with Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"). "Rule 144A
Information" shall be such information as is specified pursuant to Rule
144A(d)(4) under the Securities Act (or any successor provision thereto).
If an Event of Default shall occur and be continuing, the Principal
Amount plus interest accrued and Additional Amounts, if any, through such date
on all the Securities may be declared due and payable in the manner and with the
effect 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
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rights of the Holders of the Securities under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority in aggregate Principal Amount of the Outstanding Securities. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate Principal Amount of the 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 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.
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 aggregate Principal Amount of
the Outstanding Securities 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 satisfactory to it, and the Trustee shall not
have received from the Holders of a majority in Principal Amount of Outstanding
Securities 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 said principal
hereof or interest hereon on or after the respective due dates expressed herein
or for the enforcement of any conversion right.
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 Amount,
Purchase Price or Fundamental Change Repurchase Price of, and interest and
Additional Amounts, if any, 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 in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company 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 new Securities,
of authorized denominations and for the same aggregate Principal Amount, will be
issued to the designated transferee or transferees.
The Securities are issuable only in registered form in
denominations of $1,000 and any integral multiple of $1,000 above that amount,
as provided in the Indenture and subject to certain limitations therein set
forth. Securities are exchangeable for a like aggregate Principal Amount of
Securities of a different authorized denomination, as requested by the Holder
surrendering the same.
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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 connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the 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 defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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ASSIGNMENT FORM
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:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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(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. The agent may substitute
another to act for him.
Date: __________________ Signed: ____________________
(Sign exactly as your name appears on the other side of this Security)
Signature Guarantee: ________________________________________________
Note: Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Security Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Security Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.
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In connection with any transfer of this Security occurring prior to
the date which is the earlier of (i) the date of the declaration by the
Commission of the effectiveness of a registration statement under the Securities
Act of 1933, as amended (the "Securities Act"), covering resales of this
Security (which effectiveness shall not have been suspended or terminated at the
date of the transfer) and (ii) January 29, 2004, the undersigned confirms that
it has not utilized any general solicitation or general advertising in
connection with the transfer and that this Security is being transferred:
[Check One]
(1) [_] to the Company or a subsidiary thereof; or
(2) [_] pursuant to and in compliance with Rule 144A under
the Securities Act; or
(3) [_] outside the United States to a "foreign person"
in compliance with Rule 904 of Regulation S under
the Securities Act; or
(4) [_] pursuant to the exemption from registration
provided by Rule 144 under the Securities Act, or
(5) [_] pursuant to another available exemption from the
registration requirements of the Securities Act.
Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any Person other
than the registered Holder thereof, provided that if box (3), (4) or (5) is
checked, the Company may require, prior to registering any such transfer of the
Securities, in its sole discretion, such legal opinions, certifications
(including an investment letter in the case of box (3)) and other information as
the Company may reasonably request to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act.
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If none of the foregoing boxes is checked, the Trustee or Security
Registrar shall not be obligated to register this Security in the name of any
Person other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 3.10 of the Indenture
shall have been satisfied.
Date:___________________ Signed:____________________________
(Sign exactly as your name
appears on the other side
of this Security)
Signature Guarantee:_____________________________________________
Note: Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Security Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Security Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.
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TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED
The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.
Date:______________________ Signed:_______________________
NOTICE: To be executed by an executive officer.
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CONVERSION NOTICE
If you want to convert this Security into Common Stock of the Company,
check the box: [_]
To convert only part of this Security, state the Principal Amount to
be converted (which must be $1,000 or an integral multiple of $1,000):
$______________________________________
If you want the stock certificate made out in another person's name,
fill in the form below:
________________________________________________________________________________
(Insert other person's social security or tax ID no.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type other person's name, address and zip code)
Date: __________________ Signed: ____________________
(Sign exactly as your name appears on the other side of this Security)
Signature Guarantee: ______________________________________________
Note: Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Security Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Security Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.
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