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CHECKPOINT SYSTEMS, INC.,
Issuer
and
THE CHASE MANHATTAN BANK,
Trustee
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SECOND SUPPLEMENTAL INDENTURE
Dated as of July 31, 2001
--------------------
U.S. $120,000,000
5-1/4% Convertible Subordinated Debentures due 2005
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(Amending Indenture Dated as of October 24, 1995, as amended by that certain
First Supplemental Indenture dated as of February 27, 1998)
THIS SECOND SUPPLEMENTAL INDENTURE is dated as of July 31, 2001,
between CHECKPOINT SYSTEMS, INC., a Pennsylvania corporation (the "Company"),
and THE CHASE MANHATTAN BANK (formerly known as Chemical Bank), a New York
corporation, as Trustee (the "Trustee").
BACKGROUND
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The Company and the Trustee have heretofore executed and delivered a
certain Indenture dated as of October 24, 1995, as amended by that certain First
Supplemental Indenture dated as of February 27, 1998 (together, the
"Indenture"), pursuant to which U.S. $120,000,000 principal amount of the
Company's 5-1/4% Convertible Subordinated Debentures due 2005 (the "Securities")
were issued,
The Securities were issued in three separate components as follows:
(i) $47,160,000 in face amount pursuant to Rule 144A promulgated by the
Securities and Exchange Commission ("SEC") pursuant to the United States
Securities Act of 1933, as amended (the "Securities Act") (the "Rule 144A
Securities"), (ii) $90,000 in face amount pursuant to Regulation D promulgated
by the SEC pursuant to the Securities Act (the "Regulation D Securities"), and
(iii) $72,750,000 in face amount pursuant to Regulation S promulgated by the SEC
pursuant to the Securities Act (the "Regulation S Securities").
The CUSIP Service Bureau assigned in October, 1995, ▇▇. ▇▇▇▇▇▇ ▇▇ ▇ to
the Rule 144A Securities and the Regulation D Securities. The CUSIP Service
Bureau also assigned No. U16197 AA 0 to the Regulation S Securities.
The Company filed a Registration Statement on Form S-3 with the SEC
with respect to the Rule 144A Securities and the Regulation D Securities and the
common stock of the Company into which such Securities are convertible, for
$47,250,000 in principal amount of the Securities. All of the Regulation D
Securities have been converted into Rule 144A Securities. The Registration
Statement was declared effective on April 19, 1996 (Registration No. 333-01085).
The Company was thereafter assigned a new CUSIP number in March, 1997, namely
162825 AB 9, for the Rule 144A Securities and Regulation D Securities.
Section 9.1 of the Original Indenture provides that the Company and
the Trustee may amend or supplement the Original Indenture without the consent
of any Holder to create additional covenants of the Company for the benefit of
the Holders, or to surrender any right or power conferred upon the Company in
the Original Indenture or to make any other change that does not adversely
affect the rights of any Holder.
The Company has requested the Trustee to join with the Company in the
execution and delivery of this Second Supplemental Indenture for the purpose of
amending the Indenture to permit holders of Regulation S Securities in
registered form to exchange such securities for Rule 144A Securities bearing
CUSIP number 162825 AB 9. All defined terms used herein and not defined shall
have the meanings ascribed to them in the Original Indenture.
In consideration of the premises, and for the equal and ratable
benefit of all Holders of the Securities, intending to be legally bound, the
parties hereto agree as follows.
Section 1. Amendments to Indenture. Section 2.7 of the Indenture is
------------------------
hereby amended by adding new subsections (i) and (j) which shall read in their
entirety as follows:
"(i) At any time after July 31, 2001, the holder of any
Registered Regulation S Security may exchange such Security for a
new Rule 144A Security in definitive form of like aggregate
principal amount and bearing CUSIP No. 162825 AB 9 or for an
interest in the Rule 144A Global Security bearing CUSIP No.
162825 AB 9. Upon any exchange as provided in the preceding
sentence, the Trustee shall cancel such Registered Regulation S
Security and, in the case of an exchange for an interest in said
Rule 144A Global Security, shall cause, or direct any custodian
for such Rule 144A Global Security to cause, in accordance with
the standing instructions and procedures existing between the
Depositary and any such custodian, the aggregate principal amount
of the Securities represented by said Rule 144A Global Security
to be increased by the principal amount of the Registered
Regulation S Security so cancelled. The Trustee shall not be
required to receive in connection with any such exchange any
certifications or opinions with respect to compliance with the
United States securities laws and in connection with any such
exchange may conclusively assume such compliance.
Section 2. Exchange of Registered Regulation S Securities.
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A. In order to facilitate any exchange provided for in Section 2.7(i)
or transfer provided for in Section 2B below of Registered Regulation S
Securities for an interest in the Rule 144A Global Security bearing CUSIP No.
162825 AB 9, a new Rule 144A Global Security in the form attached hereto as
Exhibit 1A not bearing the restrictive legend provided in Section 2.6(h) and
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reflecting CUSIP No. 162825 AB 9 shall be immediately issued by the Company in
an initial aggregate principal amount equal to the principal amount of the
Securities represented by the currently outstanding Rule 144A Global Security
simultaneously with the cancellation and return to the Company of the currently
outstanding Rule 144A Global Security. The principal amount of the Securities
represented by such new Rule 144A Global Security may be adjusted to reflect
exchanges pursuant to Section 2.7(i) or transfers pursuant to Section 2B below.
B. In order to facilitate any exchange provided for in Section 2.7(i)
or any transfer provided for in the following paragraph of Registered Regulation
S Securities bearing CUSIP No. U16197 AA 0 for definitive Rule 144A Securities,
the Company immediately shall execute and deliver to the Trustee a supply of
definitive Rule 144A Securities bearing CUSIP No.162825 AB 9 in the form
attached hereto as Exhibit 1A but without the restrictive legend provided in
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Section 2.6(h) or the legend relating to global form (or the Schedule of
Exchanges of
2
Definitive Notes annexed thereto) (a "Definitive Rule 144A Security") in such
quantities as shall be reasonably requested by the Trustee.
Any Holder of a Registered Regulation S Security bearing CUSIP No.
U16197 AA 0 may transfer such Security to a person who will receive in lieu
thereof either a Definitive Rule 144A Security or an interest in the Rule 144A
Global Security bearing CUSIP No. 162825 AB 9. Upon any transfer as provided in
the preceding sentence, the Trustee shall cancel such Registered Regulation S
Security and, in the case of a transfer in exchange for an interest in said Rule
144A Global Security, shall cause, or direct any custodian for such Rule 144A
Global Security to cause, in accordance with the standing instructions and
procedures existing between the Depositary and any such custodian, the aggregate
principal amount of the Securities represented by said Rule 144A Global Security
to be increased by the principal amount of the Registered Regulation S Security
so cancelled. The Trustee shall not be required to receive in connection with
any such transfer any certifications or opinions with respect to compliance with
the United States securities laws and in connection with any such transfer may
conclusively assume such compliance.
Section 3. Miscellaneous.
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A. Except as expressly amended by this Second Supplemental Indenture,
the Indenture, as heretofore amended, shall continue in full force and effect in
accordance with its terms.
B. The parties may sign any number of copies of this Second
Supplemental Indenture. Each signed copy shall be an original, but all of them
together shall represent the same agreement. One signed copy shall be enough to
prove this Second Supplemental Indenture.
C. The Trustee and the Company agree to cooperate with The Depository
Trust Company to communicate notice of this Second Supplemental Indenture to all
holders of the Regulation S Securities as promptly and as effectively as
practicable upon execution of this Second Supplemental Indenture in order to
permit such holders to effect an exchange of their Securities for Securities
bearing CUSIP No. 162825 AB 9, as promptly as possible.
D. The recitals contained herein shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for the correctness of
same. The Trustee makes no representations as to the adequacy of this Second
Supplemental Indenture, the validity hereof as to the Company or the due
execution hereof by the Company.
3
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the date first written above.
CHECKPOINT SYSTEMS, INC.
Attest:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ W. ▇▇▇▇▇ ▇▇▇▇▇
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Secretary Executive Vice President
THE CHASE MANHATTAN BANK,
as Trustee
Attest:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. Safer
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Trust Officer Vice President
4
EXHIBIT 1A - RULE 144A GLOBAL SECURITY
Unless and until it is exchanged in whole or in part for Securities in
definitive form, this Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or such other name as may be requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or such other
entity as may be 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 inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
CHECKPOINT SYSTEMS, INC.
(Incorporated in the State of Pennsylvania)
5 1/4% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2005
CUSIP No. 162825 AB 9
No. R-4 U.S. $59,092,000
Checkpoint Systems, Inc., a corporation duly incorporated and existing
under the laws of the Commonwealth of Pennsylvania (the "Company"), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $59,092,000 United States Dollars on November 1, 2005 upon
presentation and surrender hereof and to pay interest thereon, from October 24,
1995 or from the most recent Interest Payment Date (as defined below) to which
interest has been paid or duly provided for, semiannually in arrears on May 1
and November 1 in each year (each an "Interest Payment Date"), commencing May 1,
1996, at the rate of 5 1/4% per annum until the principal hereof is paid or made
available for payment. Interest hereon shall be calculated on the basis of a
360-day year comprised of twelve 30-day months. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture (as defined on the reverse hereof), be paid to the
person in whose name this Security is registered at the close of business on the
Interest Record Date for such interest payment, which shall be October 15 or
April 15 (whether or not a Business Day) next preceding such Interest Payment
Date. To the extent lawful, the Company shall pay interest on overdue principal
and overdue installments of interest at the rate borne by this Security,
compounded semi-annually. Except as otherwise provided in the Indenture, any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Interest Record Date and, together with
Defaulted Interest relating thereto, may be paid at any time in any lawful
manner, all as more fully provided in the Indenture. Payment of interest on this
Security shall be made by United States dollar check (or in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts) drawn on a bank in the
City of New York and mailed to the
person entitled thereto at his address as it shall appear in the Security
Register, or (if arrangements satisfactory to the Company and the Trustee (as
defined on the reverse hereof) are made) by wire transfer to a United States
dollar account maintained by the payee with a bank in the City of New York;
provided, however, that if such mailing is not possible and no such application
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shall have been made, payment of interest shall be made at the principal
corporate trust office of the Trustee, or such other office or agency of the
Company as may be designated for such purpose in the City of New York, in United
States currency.
Reference is hereby made to the further provisions of this Security
set forth under Terms and Conditions of the Securities on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set
forth at this place.
This Security shall not become valid or enforceable for any purpose
unless and until the certificate of authentication hereon shall have been
manually signed by a duly authorized officer of the Trustee.
IN WITNESS WHEREOF, the Company has caused this Security to be duly
executed in its corporate name and under its corporate seal by the manual or
facsimile signature of a duly authorized signatory.
Dated: July 31, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ SYSTEMS, INC.
[Corporate Seal]
By:/s/ W. ▇▇▇▇▇ ▇▇▇▇▇
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Name: W. ▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President
Attest:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities described in the
within-mentioned Indenture.
THE CHASE MANHATTAN BANK
as Trustee
By:
-----------------------------------------
Authorized Officer
Dated: ______, 2001
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(REVERSE OF SECURITY)
Terms and Conditions of the Securities
1. General.
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(a) This Security is one of a duly authorized issue of securities of
the Company designated as its 5 1/4% Convertible Subordinated Debentures due
2005 (herein called the "Securities"), limited in aggregate principal amount to
U.S.$120,000,000. The Company issued the Securities under an Indenture, dated as
of October 24, 1995, between the Company and The Chase Manhattan Bank (formerly
called Chemical Bank), as trustee (the "Trustee"), which was subsequently
amended by that certain First Supplemental Indenture dated as of February 27,
1998 and that certain Second Supplemental Indenture dated as of July 31, 2001
(as amended, the "Indenture"). Capitalized terms herein are used as defined in
the Indenture unless otherwise defined herein. 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, as in effect on the date of the Indenture.
The Securities are subject to all such terms, and Holders of Securities are
referred to the Indenture and said Act for a statement of them. The Securities
are general unsecured obligations of the Company.
(b) The Securities are issuable as bearer securities (the "Bearer
Securities"), with interest Coupons attached, in the denominations of U.S.$1,000
and U.S.$10,000, and as registered securities (the "Registered Securities"),
without coupons, in denominations of U.S. $1,000 and integral multiples thereof.
The Registered Securities, and transfers thereof, shall be registered as
provided in the Indenture. The holder of any Bearer Security or any Coupon and
the registered holder of a Registered Security shall (to the fullest extent
permitted by applicable law) be treated at all times, by all persons and for all
purposes, except as provided in the Indenture, as the absolute owner of such
Security or Coupon, as the case may be, regardless of any notice of ownership,
theft or loss or of any writing thereon.
2. Additional Amounts. The Company will pay, as additional interest
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("Additional Amounts"), to the Holder of this Security or of any Coupon
appertaining hereto who is a United States Alien (as defined below) such
amounts as may be necessary in order that every net payment of the
principal of and premium, if any, and interest on this Security, after
withholding for or on account of any present or future tax, assessment or
other governmental charge imposed upon or as a result of such payment by
the United States or any political subdivision or taxing authority thereof
or therein, will not be less than the interest provided herein or any
Coupon appertaining hereto to be then due and payable; provided, however,
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that the foregoing obligation to pay Additional Amounts shall not apply to:
(a) any tax, assessment or other governmental charge which would not
have been so imposed but for (i) the existence of any present or former
connection between such Holder (or between a fiduciary, settlor,
beneficiary, member or stockholder of, or a person holding a power over,
such Holder, if such Holder is an estate, trust, partnership or
corporation) and the United States, including, without limitation, such
Holder (or such fiduciary, settlor, beneficiary, member, stockholder or
person holding a power) being or
having been a citizen or resident or treated as a resident thereof or being
or having been engaged in a trade or business therein or being or having
been present therein or having or having had a permanent establishment
therein, (ii) such Holder's present or former status as a personal holding
company, foreign personal holding company, passive foreign investment
company, foreign private foundation or other foreign tax-exempt entity or
controlled foreign corporation for United States tax purposes or a
corporation which accumulates earnings to avoid United States Federal
income tax, or (iii) such Holder's status as a bank extending credit
pursuant to a loan agreement entered into in the ordinary course of
business;
(b) any tax, assessment or other governmental charge which would not
have been so imposed but for the presentation by the Holder of this
Security or any Coupon appertaining hereto for payment on a date more than
10 days after the date on which such payment became due and payable or on
the date on which payment thereof is duly provided, whichever occurs later;
(c) any estate, inheritance, gift, sales, transfer or personal or
intangible property tax or any similar tax, assessment or other
governmental charge;
(d) any tax, assessment or other governmental charge which would not
have been imposed but for the failure to comply with certification,
information, documentation or other reporting requirements concerning the
nationality, residence, identity or present or former connection with the
United States of the Holder or beneficial owner of such Security or any
related Coupon if such compliance is required by statute, regulation or
ruling of the United States or any political subdivision or taxing
authority thereof or therein as a precondition to relief or exemption from
such tax, assessment or other governmental charge;
(e) any tax, assessment or other governmental charge which is payable
otherwise than by deduction or withholding from payments of principal of
and premium, if any, or interest on this Security;
(f) any tax, assessment or other governmental charge imposed on
interest received by a person holding, actually or constructively, 10% or
more of the total combined voting power of all classes of stock of the
Company entitled to vote; or
(g) any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment of principal of and premium,
if any, or interest on any Security or interest on any Coupon appertaining
thereto if such payment can be made without such withholding by any other
paying agent;
nor shall Additional Amounts be paid with respect to any payment of the
principal of or premium, if any, or interest on this Security (or cash in lieu
of issuance of shares of Common Stock upon conversion) to a person other than
the sole beneficial owner of such payment or that is a partnership or fiduciary
to the extent such beneficial owner, member of such partnership or beneficiary
or settlor with respect to such fiduciary would not have been entitled to the
payment
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of Additional Amounts had such beneficial owner, member, beneficiary or settlor
been the holder of this Security or any Coupon appertaining hereto.
The term "United States Alien" means any person who, for United States
Federal income tax purposes, is (i) a foreign corporation, (ii) a foreign
partnership one or more of the members of which are, for United States federal
income tax purposes, foreign corporations, non-resident alien individuals or a
nonresident alien fiduciaries of a foreign estate or trust, (iii) a non-resident
alien individual or (iv) a non-resident alien fiduciary of a foreign estate or
trust, and the term "United States" means the United States of America
(including the several States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction.
Except as specifically provided herein and in the Indenture, the
Company shall not be required to make any payment with respect to any tax,
assessment or other governmental charge imposed by any government or any
political subdivision or taxing authority thereof or therein.
Whenever any Additional Amounts are to be paid on the Securities, the
Company will give notice to the Trustee, the Paying Agent and any paying agency
of the Company, all as provided in the Indenture.
3. Redemption.
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(a) The Company, at its option, may redeem the Securities, in whole or
in part (but if in part, in aggregate principal amounts of no less than $1,000),
at any time or times, upon notice as hereinafter prescribed, at a redemption
price equal to 101% of their principal amount if redeemed before November 1,
2001 and 100% of their principal amount if redeemed on or after November 1,
2001, in each case together with accrued and unpaid interest to the date fixed
for redemption. If fewer than all of the then outstanding Securities are to be
redeemed, the Securities to be redeemed will be selected by the Trustee not more
than 75 days prior to the date fixed for redemption, by such method as the
Trustee shall deem fair and appropriate. Provisions of this Security that apply
to Securities called for redemption also apply to portions of Securities called
for redemption. The Trustee shall notify the Company promptly of the Securities
or portions of Securities to be called for redemption.
(b) If, at any time, the Company shall determine that as a result of
any change in or amendment to the laws (or any regulations or rulings
promulgated thereunder) of the United States or any political subdivision or
taxing authority thereof or therein affecting taxation, or any amendment to or
change in an official application or interpretation of such laws, regulations or
rulings which change or amendment becomes effective on or after October 17, 1995
the Company has or will become obligated to pay to the holder of any Security or
Coupon Additional Amounts and such obligation cannot be avoided by the Company
taking reasonable measures available to it, then the Company may, at its
election exercised at any time when such conditions continue to exist, redeem
such Securities as a whole but not in part, upon notice as hereinafter
prescribed, at a redemption price equal to 100% of the principal amount,
together with accrued interest, if any, to the date fixed for redemption;
provided that no such notice of redemption shall be given earlier than 90 days
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prior to the earliest date on which the Company would be obliged to pay such
Additional Amounts were a payment in respect of such Securities
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then due; and provided further, that at the time such notice is given, such
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obligation to pay such Additional Amounts remains in effect.
Prior to any redemption of the Securities pursuant to the preceding
paragraph, the Company shall provide the Trustee with one or more certificates
(signed by the President or any Vice President and the Treasurer or the
Secretary) of the Company on which the Trustee may conclusively rely to the
effect that the Company is entitled to redeem such Securities pursuant to such
paragraph and that the conditions precedent to the right of the Company to
redeem such Securities pursuant to such paragraph have occurred and a written
Opinion of Counsel (who may be an employee of the Company) stating that all
legal conditions precedent to the right of the Company to redeem such Securities
pursuant to such paragraph have occurred.
(c) The Company shall, except as set forth in the next succeeding
paragraph, redeem the Bearer Securities as a whole but not in part, upon notice
as hereinafter prescribed, at 100% of their principal amount, together with
interest accrued and unpaid to the date fixed for redemption, less applicable
withholding taxes, if any, plus any applicable Additional Amounts payable, after
the Company determines, based on a written Opinion of Counsel, that any
certification, identification or information reporting requirement of any
present or future United States law or regulation with regard to the
nationality, residence or identity of a beneficial owner of a Bearer Security or
a Coupon appertaining thereto who is a United States Alien would be applicable
to a payment of principal of or interest on a Bearer Security or a Coupon
appertaining thereto made outside the United States by the Company or a paying
agent (other than a requirement (a) which would not be applicable to a payment
made by the Company or any one of its paying agents (i) directly to the
beneficial owner or (ii) to a custodian, nominee or other agent of the
beneficial owner, or (b) which could be satisfied by the Holder, custodian,
nominee or other agent certifying that the beneficial owner is a United States
Alien, provided, however, in each case referred to in clauses (a)(ii) and (b)
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payment by such custodian, nominee or agent of the beneficial owner is not
otherwise subject to any requirement referred to in this sentence). The Company
shall make such determination and will notify the Trustee thereof in writing as
soon as practicable, stating in the notice the effective date of such
certification, identification, or information reporting requirement and the
dates within which the redemption shall occur, and the Trustee shall give prompt
notice thereof in accordance with the Indenture. The Company shall determine the
Redemption Date by notice to the Trustee at least 75 days before the Redemption
Date, unless shorter notice is acceptable to the Trustee. Such redemption of the
Securities must take place on such date, not later than one year after the
publication of the initial notice of the Company's determination of the
existence of such certification, identification or information reporting
requirement. The Company shall not so redeem the Bearer Securities, however, if
the Company shall, based on a subsequent event, determine, based on a written
Opinion of Counsel, not less than 30 days prior to the date fixed for
redemption, that no such payment would be subject to any requirement described
above, in which case the Company shall notify the Trustee, which shall give
prompt notice of that determination in accordance with the Indenture and any
earlier redemption notice shall thereupon be revoked and of no further effect.
Notwithstanding the preceding paragraph, if and so long as the
certification, identification or information reporting requirement referred to
in the preceding paragraph would be fully satisfied by payment of United States
withholding, backup withholding or similar taxes, the Company may elect, prior
to the giving of the notice of redemption, to have the provisions of this
paragraph apply in lieu of the provisions of
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the preceding paragraph. In that event, the Company will pay such Additional
Amounts (without regard to Section 2 hereof) as are necessary in order that,
following the effective date of such requirements, every net payment made
outside the United States by the Company or a paying agent of the principal of
and interest on a Bearer Security or a Coupon appertaining thereto to a Holder
who is a United States Alien (without regard to a certification, identification
or information reporting requirement as to the nationality, residence or
identity of such Holder), after deduction for United States withholding, backup
withholding or similar taxes (other than withholding, backup withholding or
similar taxes (i) which would not be applicable in the circumstances referred to
in the parenthetical clauses of the first sentence of the next preceding
paragraph or (ii) are imposed as a result of presentation of such Bearer
Security or Coupon for payment more than 10 days after the date on which such
payment becomes due and payable or on which payment thereof is duly provided
for, whichever is later), will not be less than the amount provided in the
Bearer Security or the Coupon to be then due and payable. If the Company elects
to pay such Additional Amounts and as long as it is obligated to pay such
Additional Amounts, the Company may subsequently redeem the Bearer Securities,
at any time, in whole but not in part, upon not more than 60 days nor less than
30 days notice, given as hereinafter prescribed, at 100% of their principal
amount, plus accrued interest to the date fixed for redemption and Additional
Amounts, if any.
(d) If there shall occur a Change of Control (as defined in the
Indenture) with respect to the Company, then the Holder of this Security shall
have the right, at such Holder's option, exercised in accordance with this
Section 3(d), to require the Company to purchase this Security, in whole but not
in part, on the Holder Redemption Date at a Redemption Price equal to 100% of
the principal amount, together with accrued interest to the Holder Redemption
Date.
Notwithstanding the fact that a Security is called for redemption by
the Company otherwise than pursuant to this Section 3(d), each Holder of a
Security desiring to exercise the option for redemption set forth in this
Section 3(d) shall, as a condition to such redemption, on or before the close of
business on the fifth Business Day prior to the Holder Redemption Date,
surrender the Security to be redeemed (together with all unmatured Coupons, if
applicable), in whole but not in part, together with the Redemption Notice
hereon duly executed at the place or places specified in the notice required by
Section 3(e) and otherwise comply with the provisions of Section 3(f). A Holder
of a Security who has tendered a Redemption Notice (i) will be entitled to
revoke its election by delivering a written notice of such revocation together
with the Holder's non-transferable receipt for such Security to the office or
agency of the Company designated as the place for the payment of the Securities
to be so redeemed on or before the Holder Redemption Date and (ii) will retain
the right to convert its Securities into shares of Common Stock of the Company
on or before the close of business on the fifth day (or if such day is not a
Business Day, on the next succeeding Business Day) next preceding the Holder
Redemption Date.
In connection with any repurchase of Securities pursuant to this
Section 3(d), the Company will comply with any applicable rules and regulations
promulgated by the U.S. Securities and Exchange Commission and nothing herein,
including the time periods in which redemption is to occur, shall require the
Company to take action which violates such applicable rules and regulations.
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(e) Notice of any redemption or notice in connection with a Change of
Control will be given in accordance with Section 3.1 of the Indenture.
(f) If (i) notice of redemption has been given in the manner set forth
in Section 3.1 of the Indenture with respect to Securities to be redeemed at the
option of the Company, or (ii) notice of redemption has been given by the Holder
of a Security to be redeemed pursuant to Section 3(d) hereof, the Securities so
to be redeemed shall become due and payable on the applicable Redemption Date
specified in such notice and upon presentation and surrender of the Securities
at the place or places specified in the notice given by the Company with respect
to such redemption, together in the case of Bearer Securities with all
appurtenant Coupons, if any, maturing subsequent to the Redemption Date, the
Securities shall be paid and redeemed by the Company, at the places and in the
manner and currency herein specified and at the Redemption Price together with
accrued interest, if any, to the Redemption Date; provided, however, that
-------- -------
interest due in respect of Coupons maturing on or prior to the Redemption Date
shall be payable only upon the presentation and surrender of such Coupons (at an
office or agency located outside of the United States of America). If any Bearer
Security surrendered for redemption shall not be accompanied by all appurtenant
Coupons maturing after the Redemption Date, such Security may be paid after
deducting from the amount otherwise payable an amount equal to the face amount
of all such missing Coupons, or the surrender of such missing Coupon or Coupons
may be waived by the Company and the Trustee if they are furnished with such
security or indemnity as they may require to save each of them and each other
paying agency of the Company harmless. From and after the Redemption Date, if
monies for the redemption of Securities shall have been available at the
principal corporate trust office of the Trustee for redemption on the Redemption
Date, the Securities shall cease to bear interest, the Coupons for interest
appertaining to Bearer Securities maturing subsequent to the Redemption Date
shall be void, and the only right of the holders of such Securities shall be to
receive payment of the Redemption Price together with accrued interest to the
Redemption Date. If monies for the redemption of the Securities are not made
available by the Company for payment until after the Redemption Date, the
Securities shall not cease to bear interest until such monies have been so made
available.
4. Conversion.
----------
(a) Subject to and upon compliance with the provisions of the
Indenture, a holder of Securities is entitled, at its option, at any time on and
after the Exchange Date and prior to the close of business on November 1, 2005
to convert such Security (or any portion of the principal amount thereof which
is U.S.$1,000 or an integral multiple thereof), at the principal amount thereof,
or of such portion, into fully paid and nonassessable shares ("Conversion
Shares") of common stock, par value $.10 per share ("Common Stock"), of the
Company (calculated as to each conversion to the nearest 1/1000 of a share) at a
Conversion Price equal to U.S.$36.75 aggregate principal amount of Securities
for each Conversion Share (the "Conversion Price") (or at the current adjusted
Conversion Price if an adjustment has been made as provided herein) by surrender
of the Security, together with (i) if a Bearer Security, all unmatured Coupons
and any matured Coupons in default appertaining thereto, or (ii) if a Registered
Security (if so required by the Company or the Trustee), instruments of transfer
in form satisfactory to the Company and the Trustee, duly executed by the
registered holder or by his duly authorized attorney, and, in either case, (iii)
the Conversion Notice hereon duly executed (x) at the principal corporate trust
office of the Trustee, or at such other office or agency of the Company as may
be designated by
-6-
it for such purpose in the City of New York, or (y) subject to any laws or
regulations applicable thereto and subject to the right of the Company to
terminate the appointment of any such conversion agency, at the London office of
The Chase Manhattan Bank (formerly Chemical Bank) located at ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, and Banque Internationale a
Luxembourg S.A., 69, route ▇'▇▇▇▇, L1470 Luxembourg, or at such other offices or
agencies as the Company may designate; provided, however, that if any Security
-------- -------
or a portion thereof is called for redemption by the Company, or the holder
thereof elects to have such Security redeemed in whole by the Company pursuant
to Section 3(d) hereof, then in respect of such Security (or, in the case of
partial redemption by the Company, such portion thereof) the right to convert
such Security (or, in the case of partial redemption by the Company, such
portion thereof) shall expire (unless the Company defaults in making the payment
due upon redemption) at the close of business on the fifth day (or if such date
is not a Business Day, on the next succeeding Business Day) next preceding the
Redemption Date or the Holder Redemption Date (unless in the latter case the
holder shall have first revoked his redemption election in accordance with
Section 3(d) hereof).
(b) In the case of any Registered Security which is converted after
any Interest Record Date and on or prior to the next succeeding Interest Payment
Date, interest that is payable on such Interest Payment Date shall be payable on
such Interest Payment Date notwithstanding such conversion, and such interest
shall be paid to the person in whose name that Registered Security is registered
at the close of business on such Interest Record Date. Except as otherwise
provided in the immediately preceding sentence, no payment or adjustment shall
be made upon any conversion on account of any interest accrued on the Securities
surrendered for conversion or on account of any dividends or distributions on
the Conversion Shares issued upon conversion. Registered Securities surrendered
for conversion during the period after the close of business on any Interest
Record Date next preceding any Interest Payment Date to the close of business on
such Interest Payment Date shall (except in the case of Registered Securities or
portions thereof which are called for redemption on a Redemption Date within
such period) be accompanied by payment of an amount equal to the interest
payable on such Interest Payment Date on the principal amount being surrendered
for conversion. No fractions of shares or scrip representing fractions of shares
will be issued or delivered on conversion, but instead of any fractional
interest the Company shall pay a cash adjustment as provided in the Indenture.
(c) (i) In case at any time the Company shall pay or make a stock
dividend or other distribution on any class of equity securities of the Company
in shares of Common Stock, the Conversion Price in effect at the opening of
business on the day following the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution shall be
reduced so that the same shall equal the price determined by multiplying such
Conversion Price by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination and the denominator shall be the sum of such number of
shares and the total number of shares of Common Stock constituting such dividend
or other distribution, such adjustment to become effective immediately after the
opening of business on the day following the date fixed for such determination;
and in the event that such dividend or other distribution is not so made, or is
made in part, the Conversion Price shall again be adjusted to be the Conversion
Price which would
-7-
then be in effect (i) if such record date has not been fixed or (ii) based on
the actual number of shares actually issued, as the case may be.
(ii) In case at any time the Company shall (A) subdivide its outstanding shares
of Common Stock into a greater number of shares, (B) combine its outstanding
shares of Common Stock into a smaller number of shares, or (C) issue by
reclassification of its shares of Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation) any shares of capital stock, the
Conversion Price in effect at the effective date of such subdivision,
combination or reclassification shall be proportionately adjusted so that the
holder of any Security surrendered for conversion after such time shall be
entitled to receive the aggregate number and kind of shares which, if such
Security had been converted immediately prior to such time, he would have owned
upon such conversion and been entitled to receive upon such subdivision,
combination or reclassification. Such adjustment shall become effective
immediately after the effective date of such subdivision, combination or
reclassification. Such adjustment shall be made successively whenever any event
listed above shall occur.
(iii) In case at any time the Company shall fix a record date for the
issuance of rights or warrants to all holders of its Common Stock entitling them
to subscribe for or purchase Common Stock at a price per share less than the
Current Market Price per share of Common Stock on such record date, the
Conversion Price in effect at the opening of business on the day following such
record date shall be reduced so that the same shall equal the price determined
by multiplying such Conversion Price by a fraction of which the numerator shall
be the number of shares of Common Stock outstanding at the close of business on
such record date plus the number of shares of Common Stock which the aggregate
of the offering price of the total number of shares so offered for subscription
or purchase would purchase at such Current Market Price per share of Common
Stock and the denominator shall be the number of shares of Common Stock
outstanding at the close of business on such record date plus the number of
shares so offered for subscription or purchase, such reduction to become
effective immediately after the opening of business on the day following such
record date; provided, however, that no adjustment to the Conversion Price shall
-------- -------
be made pursuant to this Section 4(c)(iii) if the holders of Securities receive,
or are entitled to receive upon conversion or otherwise, the same rights or
warrants as are issued to the holders of Common Stock, on the same terms and
conditions as such rights or warrants are so issued to the holders of Common
Stock. Such reduction shall be made successively whenever such a record date is
fixed; and in the event that such rights or warrants are not so issued, or are
issued in part, or are issued but all or part of which expire unexercised, the
Conversion Price shall again be adjusted to be the Conversion Price which would
then be in effect (i) if such record date had not been fixed or (ii) based on
the actual number of rights or warrants actually issued, as the case may be.
(iv) In case at any time the Company shall fix a record date for the
making of a distribution, by dividend or otherwise, to all holders of its shares
of Common Stock, of evidences of its indebtedness or assets (including
securities, but excluding (x) any dividend or distribution referred to in
paragraph (i) of this subsection (c) and any rights or warrants referred to in
paragraph (iii) of this subsection (c), and (y) any dividend, return of capital
or distribution paid in cash out of the retained earnings of the Company), then
in each such case the Conversion Price
-8-
in effect after such record date shall be determined by multiplying the
Conversion Price in effect immediately prior to such record date by a fraction,
of which the numerator shall be the total number of outstanding shares of Common
Stock multiplied by the Current Market Price per share of Common Stock on such
record date, less the fair market value (as determined by the Board of Directors
of the Company, whose determination shall be conclusive and described in a
statement filed with the Trustee) of the portion of the assets or evidences of
indebtedness so to be distributed, and of which the denominator shall be the
total number of outstanding shares of Common Stock multiplied by such Current
Market Price per share of Common Stock. Such adjustment shall be made
successively whenever such a record date is fixed and shall become effective
immediately after the record date for the determination of stockholders entitled
to receive the distribution; and in the event that such distribution is not so
made, the Conversion Price shall again be adjusted to be the Conversion Price
which would then be in effect if such record date has not been fixed.
(v) The Company may make such adjustments in the Conversion Price, in
addition to those required by paragraphs (i), (ii), (iii) and (iv) of this
section, as it considers to be advisable in order that any event treated for
United States Federal income tax purposes as a dividend of stock or stock rights
shall not be taxable to the recipients.
(vi) No adjustment in the Conversion Price shall be required unless
such adjustment would require an increase or decrease of at least U.S.$.25 in
such Conversion Price; provide, however, that any adjustment which by reason of
------- -------
this paragraph (vi) is not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
subsection (c) shall be made to the nearest cent or to the nearest 1/1000 of a
share, as the case may be.
(d) Whenever the Conversion Price is adjusted and in the event of
certain other corporate actions, as herein provided, the Company shall give
notice, all as provided in the Indenture.
(e) The Company shall use its reasonable best efforts to cause all registrations
with, and to obtain any approvals by, any governmental authority under any
Federal or state law of the United States that may be required before the
Conversion Shares (or other securities issuable upon conversion of the
Securities) may be lawfully issued or transferred and delivered.
5. Transfer and Exchange of Securities.
-----------------------------------
(a) Title to Bearer Securities and coupons shall pass by delivery. As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of Registered Securities is registrable on the Security Register
upon surrender of a Registered Security for registration of transfer at the
office or agency of the Trustee in the City of New York, or, subject to
applicable laws and regulations, at the office of the paying agency in
Luxembourg, 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 thereof or his attorney duly authorized in writing, and thereupon one
or more new Registered Securities, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
-9-
(b) As provided in the Indenture and subject to certain limitations
therein set forth, Bearer Securities (with all unmatured Coupons appertaining
thereto) are exchangeable at, subject to applicable laws and regulations, the
offices of the paying agencies in London and Luxembourg or as designated by the
Company for such purpose pursuant to the Indenture, for an equal aggregate
principal amount of Registered Securities and/or Bearer Securities of authorized
denominations, and Registered Securities are exchangeable at the principal
corporate trust office of the Trustee in the City of New York or, subject to
applicable laws and regulations, the offices of the paying agencies in London
and Luxembourg or as designated by the Company for such purpose pursuant to the
Indenture, for an equal aggregate principal amount of Registered Securities of
authorized denominations as requested by the Holder surrendering the same.
Registered Securities will not be exchangeable for Bearer Securities. The
Company shall not be required (a) to exchange Bearer Securities for Registered
Securities during the period between the close of business on any Interest
Record Date and the opening of business on the next succeeding Interest Payment
Date, (b) to exchange any Bearer Security (or portion thereof) for a Registered
Security if the Company shall determine and inform the Trustee in writing that,
as a result thereof, the Company may incur adverse consequences under the
Federal income tax laws and regulations (including proposed regulations) of the
United States in effect or proposed at the time of such exchange, or (c) in the
event of a redemption in part, (i) to register the transfer of Registered
Securities or to exchange Bearer Securities for Registered Securities during a
period of 15 days immediately preceding the date notice is given identifying the
serial numbers of the Securities called for such redemption; (ii) to register
the transfer of or exchange any such Registered Securities, or portion thereof,
called for redemption; or (iii) to exchange any such Bearer Securities called
for redemption; provided, however, that a Bearer Security called for redemption
-------- -------
may be exchanged for a Registered Security which is simultaneously surrendered,
with written instruction for payment on the Redemption Date, unless the
Redemption Date is during the period between the close of business on any
Interest Record Date and the close of business on the next succeeding Interest
Payment Date, in which case such exchange may only be made prior to the close of
business on the Interest Record Date immediately preceding the Redemption Date.
The Company also shall not be required to exchange Securities if, as a result
thereof, the Company would incur adverse consequences under United States
Federal income tax laws in effect at the time of such exchange. In the event of
redemption or conversion of a Registered Security in part only, a new Registered
Security or Securities for the unredeemed or unconverted portion hereof will be
issued in the name of the holder thereof.
(c) The costs and expenses of effecting any exchange or registration
of transfer pursuant to the foregoing provisions, except for the expenses of
delivery (if any) by other than regular mail and except, if the Company shall so
require, the payment of a sum sufficient to cover any tax or other governmental
charge or insurance charges that may be imposed in relation thereto, will be
borne by the Company.
(d) The Company has initially appointed the Trustee as registrar,
transfer agent, paying agent and conversion agent acting through the Trustee's
principal corporate trust office in the City of New York and its agents in
London. The Company has also initially appointed Banque Internationale a
Luxembourg S.A. as a transfer agent, paying agent and conversion agent. The
Company may at any time terminate the appointment of the registrar and such
agents and appoint additional or other registrars and agents or approve any
change in an office through which the registrar or any agent acts; provided
--------
-10-
that, until all of the Securities have been delivered to the Trustee for
cancellation, or monies sufficient to pay the Securities have been made
available for payment and either paid or returned to the Company as provided in
the Securities and the Indenture, the Company will maintain a paying agent and a
conversion agent (i) in the City of New York in the United States for the
payment of the principal and interest on Registered Securities and for the
surrender of Securities for conversion or redemption and (ii) in a European city
that, so long as the Securities are listed on the Luxembourg Stock Exchange and
such exchange shall so require, shall be Luxembourg, for the payment of the
principal and interest on Securities and for the surrender of Securities for
conversion or redemption.
6. Meetings of Holders.
-------------------
A meeting of holders of Securities may be called at any time and from
time to time in the manner and for the purposes set forth in the Indenture.
The Trustee may at any time call a meeting of holders of the
Securities to be held at such time and at such place in any of such designated
locations as the Trustee shall determine. Notice of every meeting of holders
shall be made as specified in the Indenture.
7. Amendment; Supplement: Waiver.
-----------------------------
Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented, and any existing Default or Event of Default or
compliance with any provision may be waived, with the written consent of the
Holders of a majority in aggregate principal amount of the Securities then
outstanding. Without notice to or consent of any Holder, the parties thereto may
amend or supplement the Indenture or the Securities to, among other things, cure
any ambiguity, defect or inconsistency, or make any other change that does not
adversely affect the rights of any Holder of a Security.
8. Subordination.
-------------
Payment of principal, premium, if any, interest on and Additional
Amounts with respect to the Securities is subordinated, in the manner and to the
extent set forth in the Indenture, to the prior payment in full of all Senior
Indebtedness.
9. Successors.
----------
Except as otherwise provided in the Indenture, when a successor
assumes all the obligations of its predecessor under the Securities and the
Indenture, the predecessor will be released from those obligations.
10. Defaults and Remedies.
---------------------
If an Event of Default occurs and is continuing (other than an Event
of Default relating to certain events of bankruptcy, insolvency or
reorganization in which events all principal, accrued interest and Additional
Amounts, if any, with respect to the Securities will be immediately due and
payable without any declaration or other act on the part of the Trustee or the
Holders), then in every such case, unless the principal of all of the Securities
shall have already become due and payable, either the Trustee or the Holders of
25% in aggregate principal
-11-
amount of Securities then outstanding may declare all the Securities to be due
and payable immediately in the manner and with the effect provided in the
Indenture. Holders of Securities may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Securities. Subject
to certain limitations, Holders of a majority in aggregate principal amount of
the Securities then outstanding may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders of Securities notice of
any continuing Default or Event of Default (except a Default in payment of
principal, interest or Additional Amounts), if it determines that withholding
notice is in their interest.
11. No Recourse Against Others.
--------------------------
No stockholder, director, officer or employee, as such, past, present
or future, of the Company or any successor corporation shall have any personal
liability in respect of the obligations of the Company under the Securities or
the Indenture by reason of his, her or its status as such stockholder, director,
officer or employee. Each Holder of a Security by accepting a Security waives
and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities.
12. Non-Business Days. In any case where the date of maturity of the principal
------------------
of or interest on (or Additional Amounts, if any) the Securities or the
date fixed for redemption of any Security shall be at any place of payment
a day other than a Business Day, then payment of principal or interest (or
Additional Amounts, if any) need not be made on such date at such place but
may be made on the next succeeding Business Day at such place of payment,
with the same force and effect as if made on the date of maturity or the
date fixed for redemption, and no interest shall accrue for the period
after such date.
13. Notices. All notices to the Holders of Securities will be published on a
-------
Business Day in Authorized Newspapers in the City of New York and in
London, and, as long as the Securities are listed on the Luxembourg Stock
Exchange, in an Authorized Newspaper in Luxembourg or, if either
publication in London or Luxembourg is not practical, in an Authorized
Newspaper in any country in Europe. Notices shall be deemed to have been
given on the date of publication as aforesaid or, if published on different
dates, on the date of the first such publication. A copy of each notice
will be mailed by the Trustee, on behalf of and at the expense of the
Company, by first-class mail to each holder of a Registered Security at the
registered address of such holder as the same shall appear in the Security
Register on the day fifteen days prior to such mailing. The Trustee shall
promptly furnish to the Company, the Paying Agent and to each other paying
agency of the Company a copy of each notice so published or mailed.
14. Governing Law.
-------------
(a) The Indenture, this Security and any coupons appertaining hereto
shall be governed by and construed in accordance with the laws of the State of
New York, United States of America, without regard to principles of conflicts of
laws.
-12-
(b) The Company has appointed the Trustee as its agent upon whom process may be
served in any legal action or proceeding relating to or arising out of this
Security, the Indenture or any Coupon appertaining hereto.
15. Authentication. This Security and any Coupon appertaining thereto shall not
--------------
become valid or obligatory for any purpose until the certificate of
authentication hereon shall have been duly signed by the Trustee acting
under the Indenture.
16. Warranty of the Issuer. Subject to Section 15 hereof, the Company hereby
----------------------
certifies and warrants that all acts, conditions and things required to be
done and performed and to have happened precedent to the creation and
issuance of this Security and any coupons appertaining thereto, and to
constitute the same legal, valid and binding obligations of the Company
enforceable in accordance with their terms, have been done and performed
and have happened in due and strict compliance with all applicable laws.
17. Status as United States Real Property Holding Corporation. To the best of
----------------------------------------------------------
its knowledge, as of the date of the issuance of this Security, the Company
is not a "United States real property holding corporation" as defined in
Section 897(c)(2) of the Internal Revenue Code of 1986, as amended (the
"Code"). A nonUnited States person disposing of this Security may request
from the Company a statement as to whether this Security constitutes a
"United States real property interest" (as defined in Code Section
897(c)(1)) as of the date of disposition. It may be necessary to obtain a
statement that this Security does not constitute a "United States real
property interest" prior to the time that a tax return would otherwise be
required to be filed with the Internal Revenue Service with respect to such
disposition in order to avoid a withholding tax on such disposition. If, at
any time while this Security is outstanding, the Company determines that it
is at such time a "United States real property holding corporation," it
shall provide notice of such determination in accordance with the
provisions of Section 13 hereof. The Holder of this Security can contact
the Company at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ to
obtain information as to the United States income tax consequences of the
classification of the Company as a "United States real property holding
corporation."
18. Abbreviations and Defined Terms.
-------------------------------
Customary abbreviations may be used in the name of a Holder of a Security
or an assignee, such as: TEN COM ( = tenants in common), TEN ENT ( = tenants by
the entireties), JT TEN ( = joint tenants with right of survivorship and not as
tenants in common), CUST ( = Custodian), and U/G/M/A ( = Uniform Gifts to Minors
Act).
19. CUSIP Numbers.
-------------
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Securities as a convenience to the Holders of the Securities. 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 identification numbers
printed hereon.
-13-
20. Additional Rights of Holders of Restricted Securities.
-----------------------------------------------------
In addition to the rights provided to Holders of Securities under the
Indenture, Holders of Restricted Securities shall have all the rights set forth
in the Registration Rights Agreement.
21. Accounting Terms. All accounting terms not otherwise defined herein shall
-----------------
have the meanings assigned to them in accordance with generally accepted
accounting principles as applied in the United States.
22. Descriptive Headings. The descriptive headings appearing herein are for
---------------------
convenience of reference only and shall not alter, limit or define the
provisions hereof.
The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement. Request
may be made to:
Checkpoint Systems, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Secretary
-14-
TRANSFER NOTICE
FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and
transfers) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
whose taxpayer identification number is _____________________ and whose address
including postal/zip code is ___________________________________________________
________________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing _____________________________________ attorney-in-fact to
transfer said Security on the books of the Company with full power of
substitution in the premises.
Dated: Name:
----------------------------- ---------------------------
By:
---------------------------
Title:
-------------------------
NOTICE: The signature of the Holder to
this assignment must correspond with the
name as written upon the face of the
within instrument in every particular,
without enlargement or any change
whatsoever.
SIGNATURE GUARANTEED
________________________________________
-15-
CONVERSION NOTICE
If (i) Registered Security of denomination U.S.$1,000 or (ii) Bearer Security of
denomination U.S.$1,000:
The undersigned holder of this Security hereby irrevocably exercises the
option to convert this Security into shares of Common Stock of Checkpoint
Systems, Inc. in accordance with the terms of this Security and directs that
such shares be registered in the name of and delivered, together with a check in
payment for any fractional share, to the undersigned unless a different name has
been indicated below. If shares are to be registered in the name of a person
other than the undersigned, the undersigned will pay all transfer taxes payable
with respect thereto.
Dated:
---------------------- -----------------------------
Signature
MUST BE GUARANTEED IF
STOCK IS TO BE ISSUED IN
A NAME OTHER THAN THE
REGISTERED HOLDER OF
THE SECURITY
If shares are to be registered in the name
of and delivered to a person other than
the holder, please print such person's
name and address and, if this is a
Restricted Security, complete Transfer
Notice:
___________________________________________
___________________________________________
___________________________________________
HOLDER
Please print name and address
of holder:
_____________________________
_____________________________
_____________________________
-16-
CONVERSION NOTICE
If (i) Registered Security of denomination greater than U.S.$1,000 or (ii)
Bearer Security of denomination U.S.$10,000:
The undersigned holder of this Security hereby irrevocably exercises the
option to convert this Security, or portion hereof (which is U.S.$1,000 or an
integral multiple thereof) below designated, into shares of Common Stock of
Checkpoint Systems, Inc. in accordance with the terms of this Security, and
directs that such shares, together with a check in payment for any fractional
share and any Securities representing any unconverted principal amount hereof,
be delivered to and be registered (if a Registered Security) in the name of the
undersigned unless a different name has been indicated below. If shares or
Securities are to be registered in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto.
Dated:
----------------- -------------------------------------
Signature
MUST BE GUARANTEED IF THE
STOCK IS TO BE ISSUED IN A NAME
OTHER THAN THE REGISTERED
HOLDER OF THE SECURITY
If shares or Securities are to registered If only a portion of the Securities
in the name of a Person other than the is to be converted, please indicate:
holder, please print such person's name
and address and, if this is a Restricted
Security, complete Transfer Notice: 1. Principal Amount to be converted:
U.S.$____________________________
______________________________ 2. Kind, amount and denomination of
Securities representing unconverted
______________________________ principal amount to be issued:
______________________________ Bearer-U.S.$________________________
Denominations: U.S.$_______________
(U. S. $1,000 or $10,000)
Registered-U.S.$____________________
Denominations: U.S.$_______________
(U.S.$1,000 or an integral multiple
thereof)
REGISTERED SECURITIES ARE NOT
EXCHANGEABLE FOR BEARER SECURITIES.
-17-
REDEMPTION NOTICE UNDER SECTION 3(d)
The undersigned holder of this Security hereby requests and instructs the
Company to redeem this Security in accordance with the terms of Section 3(d) of
this Security and directs that a check in payment of the redemption amount be
delivered to the undersigned unless a different name has been indicated below.
The undersigned understands that this request can be revoked by delivering
written notice to the Paying Agent on or before the Holder Redemption Date,
together with the undersigned's non-transferable receipt for such Security.
Dated
------------------------
___________________________________________
Signature
MUST BE GUARANTEED IF CHECK
IS TO BE MADE PAYABLE TO A
NAME OTHER THAN THE
REGISTERED HOLDER OF THE
SECURITY
If a check in payment of the
redemption amount is to be
delivered to a person other
than the holder, please print
such person's name and address:
________________________________
________________________________
________________________________
HOLDER
Please print name and address of holder:
________________________________________
________________________________________
________________________________________
-18-
SCHEDULE OF EXCHANGES OF NOTES
The following exchanges of a part of this Rule 144A Global Security for
Registered Regulation S Securities have been made:
Principal Amount
of this Global
Amount of decrease Amount of increase Security following Signature of
in Principal Amount in Principal Amount such authorized Officer
of this Global of this Global decrease (or of Trustee or
Date of Exchange Security Security increase) Security Registrar
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