Exhibit 4.7
[Front Side of Term Notes Other Than One Month Notes]
The ▇▇▇▇▇▇▇ Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Subordinated Term Note - Series T1-__
Date of Issue __________________________ , 20__ No. ______________________
FOR VALUE RECEIVED, The ▇▇▇▇▇▇▇ Group, Inc. (the "Issuer") hereby
promises to pay the principal amount of _________________________ Dollars
($_______________) _______________ on the Stated Maturity Date set forth below,
as the same may be extended as provided herein, to
Name ___________________________
___________________________ Social Security or Stated Maturity Date
Employer I.D. No. ("Maturity")
Address ________________________ __________________ ____________________
________________________
(the "Holder"), or registered assigns, in the manner provided for on the reverse
side hereof. This Subordinated Term Note (the "Term Note") shall bear interest
on the unpaid principal amount from the date of issue until paid at the initial
rate of _____________ percent (____%) per annum, such interest to be payable as
provided herein, provided that such interest rate shall be subject to adjustment
as described on the reverse side hereof.
Issuance Under Indenture. This Term Note is one of a series of a duly
authorized issue of securities of the Issuer ((each a "Security") and, together,
the "Securities") issued and to be issued under an Indenture, dated as of
February 17, 1998 (herein called the "Indenture") between the Issuer and The
Bank of New York, New York, as Trustee (herein called the "Trustee" which term
includes any successor Trustee under the Indenture) to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations, duties and immunities thereunder of the Issuer,
the Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered.
Reference is made to the further provisions of this Term Note set forth
on the reverse hereof. Such further provisions shall for all purposes have the
same effect as though fully set forth at this place.
Unless the Certificate of Authentication hereon has been executed by
the Trustee, either directly or through an Authenticating Agent, by the manual
or facsimile signature of an authorized signer, this Term Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
[Front Side of Term Notes Other Than One Month Notes]
Interest Payment Options
Interest at the above rate will be paid
______ Monthly
______ Quarterly
______ At Maturity (compounded daily)
This Security is not a deposit, savings account or an obligation of an insured
depository institution and is not insured by The Federal Deposit Insurance
Corporation (FDIC) or any other governmental agency.
ATTEST: THE ▇▇▇▇▇▇▇ GROUP, INC.
By: ____________________________________ By: _________________________________
▇▇▇▇▇ ▇. ▇▇▇▇, Secretary ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman of the Board, President
and Chief Executive Officer
[SEAL]
Authentication Certificate:
This Term Note is one of the series of Securities referred to in the
within-mentioned Indenture.
The Bank of New York, as Trustee
-----------------------------------
Authorized Agent
2
[Reverse Side of Subordinated Term Notes Other Than One Month Notes]
Payment and Interest Accrual. Payment of the principal of and interest
on this Term Note shall be made in lawful money of the United States at the
principal office of The ▇▇▇▇▇▇▇ Group, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the Issuer may designate to the
Holder in writing ("Place of Payment"); provided, however, that any such payment
may be made, at the option of the Issuer, by check mailed to the registered
address of the Holder. Upon payment or tender of payment hereof at Maturity or
earlier redemption (in whole), this Term Note shall be surrendered to the Issuer
for cancellation at the Place of Payment. Unless otherwise agreed in writing by
the Issuer, interest hereon shall cease to accrue, and the Issuer shall have no
further liability with respect thereto, upon payment (or tender of payment in
the aforesaid manner) of the outstanding principal amount hereof plus all
accrued but unpaid interest at Maturity or earlier redemption.
Interest Rate and Interest Rate Adjustment. The interest rate payable
on the principal amount of this Term Note shall be determined by the Issuer and
shall not be less than the rate established for the most recent auction average
of United States Treasury Bills with maturities of 52 weeks but in no event will
the interest rate be less than 2% nor more than 12% per annum. The Issuer may
adjust the interest rate payable on this series of Securities. Any such
adjustment shall be determined in accordance with the preceding sentence on the
last Business Day of each month and shall be effective on the first day of the
succeeding month for Securities of this series issued or extended on or after
the first day of such month. Any adjustment of the interest rate shall remain in
effect unless and until a further adjustment is made by the Issuer.
Possible Automatic Extensions. No later than 15 days prior to Maturity,
the Company will give the Holder of this Term Note notice by first-class mail of
the Maturity and provide the Holder with a copy of the Company's most recent
quarterly report on Form 10-Q filed with the United States Securities and
Exchange Commission (the "Commission"), or, if the Holder has not previously
been provided with such, a copy of the Company's most recent annual report on
Form 10-K filed with the Commission . This Term Note (with any interest payable
at Maturity being added to the principal amount hereof) will be automatically
extended for successive terms, equal in duration to the original term hereof, at
the rate of interest then in effect for Term Notes of this series unless, prior
to Maturity, the Issuer receives written notification of the Holder's intent to
redeem the Term Note or receive the interest payment due at Maturity. All of the
terms and conditions applicable to the Term Note when issued will also apply
during each period of extension. Upon any extension hereof, unless this Term
Note is surrendered and cancelled and a new Term Note is issued in its stead,
the principal amount of this Term Note shall be deemed amended to include any
accrued but unpaid interest that is added to the principal amount and the date
of Maturity shall be deemed amended to be the date of Maturity of the period of
extension.
Optional Redemption By Issuer. This Term Note is subject to redemption
upon not less than 30 days' notice by first class mail, at any time, as a whole
or in part, at the election of the Issuer, without premium, together with
accrued interest to the date fixed for redemption in such notice, but any
interest installment, which is due and payable on or prior to such date, will be
payable to the Holder at the close of business on the relevant interest payment
date. Each partial redemption payment shall be made as provided in the Indenture
on the Outstanding Securities of this series of the Securities called for
redemption.
Redemption Prior To Maturity By Holder. The Holder shall have the right
at its option to redeem this Term Note in whole or in part on any Business Day
prior to Maturity. Upon such redemption, the Holder shall forfeit an amount
equal to the difference between the amount of interest actually accrued on this
Term Note since the date of issuance (or, in the case of a renewal or extension
of this Term Note from the date of the most recent renewal or extension) and the
amount of interest that would have accrued on this Term Note had the rate of
interest been 3% less than the rate of interest actually accrued. When necessary
to comply with the requirements of this paragraph, any interest already paid to
or for the account of the Holder shall be deducted from the amount redeemed.
Holders shall also have the right to make partial redemptions prior to Maturity;
provided, however, that, in the case of a partial redemption, a minimum
outstanding principal amount of $1,000 is maintained. The above-mentioned
forfeitures shall be calculated only upon the amount so redeemed. This Term Note
may be redeemed
3
[Reverse Side of Subordinated Term Notes Other Than One Month Notes]
before Maturity without forfeiture of any interest upon the death of the Holder
of this Term Note or when the Holder of this Term Note is determined to be
legally incompetent by a court or other administrative body of competent
jurisdiction. The Issuer retains the absolute right to require the Holder at any
time (including the time at which the Holder may otherwise request a partial or
full redemption of this Term Note) to give the Issuer no less than 30 days'
prior written notice by first class mail of a redemption demanded by the Holder,
which notice shall specify the principal amount of the Term Note to be redeemed
and the redemption date which shall be a Business Day. Upon any redemption of
this Term Note pursuant to this paragraph, accrued interest on the redeemed
amount to which the holder is entitled shall be payable on the redemption date.
In the event of redemption of this Term Note in part only, a new Term
Note or Term Notes for the unredeemed portion hereof will be issued in the name
of the Holder hereof upon the cancellation hereof.
Assignment. As provided in the Indenture and subject to certain
limitations set forth therein, this Term Note shall not be transferable to any
person except by endorsement and delivery by the Holder, or his duly authorized
representative at any Place of Payment referred to above and, upon surrender to
the Issuer with proper endorsement, a new instrument of like tenor shall be
issued in the name of the transferee. No service charge shall be made for any
such registration of transfer or exchange, but the Issuer may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. Unless and until transferred in the manner aforesaid, the
Issuer, the Trustee and any agent of either of them, may treat the Holder whose
name or names appear on the face of this instrument as the absolute owner hereof
for all purposes and neither the Issuer, the Trustee nor any Paying Agent shall
be affected by notice to the contrary. If this Term Note is payable to two or
more persons, they shall be deemed to be joint tenants with right of
survivorship and any and all payments herein shall be made to either, or the
survivor of them.
SUBORDINATION. THE INDEBTEDNESS EVIDENCED BY THIS TERM NOTE IS, TO THE
EXTENT AND IN THE MANNER PROVIDED IN THE INDENTURE, SUBORDINATE AND SUBJECT IN
RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN FULL OF ALL SENIOR INDEBTEDNESS (AS
DEFINED IN THE INDENTURE) OF THE ISSUER, WHETHER OUTSTANDING AT THE DATE OF THE
INDENTURE OR THEREAFTER INCURRED. EACH HOLDER OF THIS TERM NOTE, BY HIS
ACCEPTANCE HEREOF, AGREES TO AND SHALL BE BOUND BY ALL THE PROVISIONS OF THE
INDENTURE RELATING TO SUCH SUBORDINATION.
Event of Default. If an Event of Default, as defined in the Indenture,
shall occur and be continuing, the principal of all the Securities may be
declared due and payable in the manner and with the effect provided in the
Indenture.
When Payment Date is Not a Business Day. In any case where any interest
payment date, redemption date or the Stated Maturity Date (as set forth above)
of this Term Note shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Term Note) payment of principal and
interest need not be made at such Place of Payment on such date, 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 interest payment date or redemption date, or at the
Stated Maturity Date (as set forth above), provided that no interest shall
accrue for the period from and after such interest payment date, redemption date
or Stated Maturity Date, as the case may be.
Issuable in Registered Form Only. This Term Note is one of a series of
Securities issuable only in registered form without coupons.
Defined Terms. All capitalized terms in this Term Note which are
defined in the Indenture and not otherwise defined herein shall have the
meanings assigned to them in the Indenture.
4
