Exhibit 1.3
UNITED COMPANIES FINANCIAL CORPORATION
(a Louisiana corporation)
$100,000,000
Debt Securities
TERMS AGREEMENT
December 12, 1996
To: United Companies Financial Corporation
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
Reference is made to the United Companies Financial Corporation
Securities Underwriting Agreement-Basic Provisions dated June 27, 1995 (the
"Underwriting Agreement"). This Agreement is the Terms Agreement referred to in
the Underwriting Agreement. We offer to purchase, on and subject to the terms
and conditions of the Underwriting Agreement, the following securities
("Securities") on the following terms:
Title: 7.70% Senior Notes due 2004
Principal Amount to
be issued: $100,000,000
Date of maturity: January 15, 2004
Interest rate: 7.70%
Interest payment dates: January 15 and July 15 of each year,
commencing July 15, 1997.
Public offering
price: 100.00%, plus accrued interest, if any, from
December 17, 1996.
Purchase Price: 99.30%, plus accrued interest, if any, from
December 17, 1996 (payable by wire transfer
in same-day federal funds to an account
or accounts to be specified by the Company).
Underwriting Commission: .70%
Redemption provisions: The Notes are not redeemable prior to
maturity.
Indenture As described in the Indenture dated as of
October 1, 1994, between the Company and The
First National Bank of Chicago, as Trustee,
as supplemented by the Third Supplemental
Indenture, dated as of December 17, 1996.
Conversion or
Exchange Provisions: None.
Delayed Delivery
Contracts: None.
Closing date and
location: December 17, 1996, 9:00 A.M.;
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Additional
co-managers: First Union Capital Markets Corp. and
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇
& ▇▇▇▇▇ Incorporated
Notices to Underwriters: Notices to the Underwriters shall be directed
to:
Salomon Brothers Inc
Seven ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention of ▇▇▇▇ ▇. ▇▇▇▇▇▇,
with copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇,
Attention of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Option Securities: None.
Other terms: The Company will reimburse the Underwriters
up to an aggregate amount of $100,000,
pursuant to Section 4 of the Underwriting
Agreement, if the Underwriting Agreement is
terminated in accordance with the provisions
of Section 5 or 9(a)(i) thereto.
The Company represents and warrants to each of us that the
representations and warranties of the Company set forth in Section 1 of the
Underwriting Agreement are accurate as though expressly made at and as of the
date hereof. All of the provisions contained in the Underwriting Agreement, a
copy of which is attached hereto as Annex A, are herein incorporated by
reference in their entirety and shall be deemed to be a part of this Agreement
to the same extent as if such provisions had been set forth in full herein.
Terms defined in such document are used herein as therein defined.
As contemplated by Section 2 of the Underwriting Agreement, attached
as Schedule A hereto is a completed list of our respective underwriting
commitments, which shall be a part of this Agreement and the Underwriting
Agreement.
This Agreement shall be governed by the laws of the State of New York
without regard to the conflicts of law principles thereof.
If the foregoing is in accordance with your understanding of the
agreement between the Underwriters and you, please sign and return to the
Underwriters a counterpart hereof, whereupon this instrument along with all
counterparts and together with the Underwriting Agreement shall be a binding
agreement between the Underwriters and you in accordance with its terms and the
terms of the Underwriting Agreement.
Very truly yours,
SALOMON BROTHERS INC (for itself as
Underwriter and as Representative of the
Underwriters)
By: ________________________
Name:
Title:
Confirmed and accepted as of the date first above written:
UNITED COMPANIES
FINANCIAL CORPORATION
By:___________________________
Name:
Title:
SCHEDULE A
UNDERWRITER Principal Amount
of Debt Securities
TO BE PURCHASED
Salomon Brothers Inc .................................... $60,000,000
First Union Capital Markets Corp......................... 20,000,000
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated....... 20,000,000
____________
Total $100,000,000
Exhibit 4.13
THIRD SUPPLEMENTAL INDENTURE
(Senior Debt Securities)
THIRD SUPPLEMENTAL INDENTURE dated as of December 17, 1996 (the "Third
Supplemental Indenture"), to the Indenture, dated as of October 1, 1994 (the
"Indenture"), between UNITED COMPANIES FINANCIAL CORPORATION, a Louisiana
corporation (hereinafter called the "Company"), having its principal executive
office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and THE FIRST NATIONAL
BANK OF CHICAGO, a national banking association (hereinafter called the
"Trustee"), having its Corporate Trust Office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
RECITALS OF THE COMPANY
WHEREAS, the Company has duly authorized the execution and delivery of
the Indenture to provide for the issuance from time to time of its unsecured
debentures, notes, bonds or other evidences of indebtedness (hereinafter called
the "Debt Securities") to be issued in one or more series, as in the Indenture
provided;
WHEREAS, the Company desires and has requested the Trustee to join it
in the execution and delivery of this Third Supplemental Indenture in order to
establish and provide for the issuance by the Company of a series of Debt
Securities designated as its 7.70% Senior Notes due January 15, 2004 in the
aggregate principal amount of $100,000,000, a specimen copy of which is attached
hereto as Exhibit A (the "Notes"), on the terms set forth herein;
WHEREAS, Section 11.01 of the Indenture provides that a supplemental
indenture may be entered into by the Company and the Trustee without the consent
of any holder of any Debt Securities to, inter alia, establish the terms of any
Debt Securities as permitted by Sections 2.01 and 3.01 of the Indenture,
provided certain conditions are met;
WHEREAS, the conditions set forth in the Indenture for the execution
and delivery of this Third Supplemental Indenture have been complied with; and
WHEREAS, all things necessary to make this Third Supplemental
Indenture a valid agreement of the Company and the Trustee, in accordance with
its terms, and a valid amendment of, and supplement to, the Indenture have been
done;
NOW THEREFORE:
There is hereby established a series (as that term is used in Section
3.01 of the Indenture) of Debt Securities to be issued under the Indenture,
which series of Debt Securities shall have the terms set forth herein and in the
Notes, and in consideration of the premises and the purchase and acceptance of
the Notes by the holders thereof, the Company mutually covenants and agrees with
the Trustee, for the equal and proportionate benefit of all holders of the
Notes, that the Indenture is supplemented and amended, to the extent and for the
purposes expressed herein, as follows:
ARTICLE ONE
SCOPE OF THIS THIRD
SUPPLEMENTAL INDENTURE
Section 1.1. CHANGES, ETC. APPLICABLE ONLY TO THE NOTES. The changes,
modifications and supplements to the Indenture effected by this Third
Supplemental Indenture in Sections 2.1 through 2.6 hereof shall be applicable
only with respect to, and govern the terms of, the Notes, which shall be limited
in aggregate principal amount to $100,000,000, except as provided in Section
3.01(2) of the Indenture, and shall not apply to any other Debt Securities which
may be issued under the Indenture unless a supplemental indenture with respect
to such other Debt Securities specifically incorporates such changes,
modifications and supplements.
ARTICLE TWO
AMENDMENTS TO THE INDENTURE
Section 2.1. AMENDMENTS TO SECTION 1.01. Section 1.01 of the Indenture
is hereby amended by adding the following definitions in their proper
alphabetical order:
"Consolidated Fixed Charge Coverage Ratio" of the Company means, for
the twelve-month period ended as of the last day of the most recent fiscal
quarter, the ratio of (a) the sum of consolidated net income, consolidated
interest expense and consolidated income tax expense deducted in computing
consolidated net income (loss), in each case for such period, of the
Company and its consolidated Subsidiaries on a consolidated basis, to (b)
the sum of consolidated interest expense for such period and cash dividends
paid on any preferred stock of the Company during such period, all
determined in accordance with generally accepted accounting principles.
"Moody's" means ▇▇▇▇▇'▇ Investors Service, Inc. and its successors in
interest.
"Notes" means $100,000,000 aggregate principal amount of the Company's
7.70% Senior Notes due January 15, 2004.
"Rating Agencies" means Moody's and S&P.
"S&P" means Standard & Poor's Ratings Group, a division of The
▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., and its successors in interest.
Section 2.2. AMENDMENT TO ARTICLE TEN. Article Ten of the Indenture is
hereby amended by deleting the words "Intentionally Omitted" and inserting
instead "Consolidation, Merger, Conveyance, Transfer or Lease" and adding the
following Sections 10.01 and 10.02:
"Section 10.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.
The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease all or substantially all of its assets
as an entirety to any Person, unless:
(1) the corporation formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, all or substantially all of the assets of the
Company as an entirety (the "successor corporation") shall be a corporation
organized and existing under the laws of the United States or any State or
the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal
of (and premium, if any) and interest on all the Notes and the performance
of every covenant of this Indenture on the part of the Company to be
performed or observed;
(2) immediately after giving effect to such transaction, no Event
of Default, and no event which, after notice or lapse of time, or both,
would become an Event of Default, shall have happened and be continuing;
and
(3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel each stating that such consolidation,
merger, conveyance, transfer or lease and such supplemental indenture
comply with this Article and that all conditions precedent herein provided
for relating to such transaction have been complied with.
For purposes of this Section 10.01, assets of the Company which did
not account for at least 50% of the consolidated net income of the Company for
its most recent fiscal year ending prior to the consummation of such
transactions shall not in any event be deemed to be all or substantially all of
the assets of the Company.
Section 10.02. SUCCESSOR CORPORATION SUBSTITUTED.
Upon any consolidation with or merger into any other corporation, or
any conveyance, transfer or lease of all or substantially all of the assets of
the Company as an entirety in accordance with Section 10.01, the successor
corporation formed by such consolidation or into which the Company is merged or
to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture, as supplemented, with the same effect as if such successor
corporation had been named as the Company herein, and thereafter the predecessor
corporation shall be relieved of all obligations and covenants under this
Indenture, as supplemented, and the Notes."
Section 2.3. AMENDMENTS TO SECTIONS 12.07 AND 12.08. Sections 12.07
and 12.08 of the Indenture are hereby amended by deleting the words
"Intentionally Omitted" and inserting instead the following new Sections 12.07
and 12.08:
"Section 12.07. LIMITATION UPON MORTGAGES AND LIENS.
The Company will not at any time directly or indirectly create or
assume, otherwise than in favor of the Company or a Wholly-Owned Subsidiary, any
mortgage, pledge or other lien or encumbrance upon any stock of any Subsidiary
directly owned by the Company, any indebtedness of any Subsidiary to the Company
or any other property of the Company or any interest it may have therein,
whether now owned or hereafter acquired, without making effective provision (and
the Company covenants that in such case it will make or cause to be made,
effective provision) whereby the Notes shall be secured by such mortgage,
pledge, lien or encumbrance equally and ratably with any and all other
obligations and indebtedness thereby secured, so long as any such other
obligations and indebtedness shall be so secured PROVIDED, HOWEVER, that the
foregoing covenant shall not be applicable to the following:
(a) (i) any mortgage, pledge or other lien or encumbrance on any such
asset hereafter acquired or constructed by the Company, or on which
property so constructed is located, and created prior to, contemporaneously
with or within 180 days after, such acquisition or construction, or the
commencement of commercial operation, of such asset to secure or provide
for the payment of any part of the purchase or construction price of such
asset, or (ii) the acquisition by the Company of such asset subject to any
mortgage, pledge, or other lien or encumbrance upon such asset existing at
the time of acquisition thereof, whether or not assumed by the Company;
PROVIDED that, in the case of clauses (i) and (ii) of this Section
12.07(a), the lien of any such mortgage, pledge or other lien does not
spread to an asset owned by the Company prior to such acquisition or
construction or to another asset thereafter acquired or constructed other
than fixed improvements on such acquired or constructed property;
(b) any mortgage, pledge or other lien or encumbrance created for the
sole purpose of extending, renewing or refunding any mortgage, pledge, lien
or encumbrance permitted by subsection (a) of this Section 12.07; PROVIDED,
HOWEVER, that the principal amount of indebtedness secured thereby shall
not exceed the principal amount of indebtedness so secured at the time of
such extension, renewal or refunding and that such extension, renewal or
refunding mortgage, pledge, lien or encumbrance shall be limited to all or
any part of the same asset that secured the mortgage, pledge or other lien
or encumbrance extended, renewed or refunded, or to another asset of the
Company not subject to the limitations of this Section 12.07;
(c) liens for taxes or assessments or governmental charges or levies
not then due and delinquent or the validity of which is being contested in
good faith, and against which an adequate reserve has been established;
liens on any such asset created in connection with pledges or deposits to
secure public or statutory obligations or to secure performance in
connection with bids or contracts; materialmen's, mechanics', carrier's,
workmen's, repairmen's or other like liens; or liens on any such asset
created in connection with deposits to obtain the release of such liens;
liens on any such asset created in connection with deposits to secure
surety, stay, appeal or customs bonds; liens created by or resulting from
any litigation or legal proceeding which is currently being contested in
good faith by appropriate proceedings; leases and liens, rights of reverter
and other possessory rights of the lessor thereunder; zoning restrictions,
easements, rights-of-way or other restrictions on the use of real property
or minor irregularities in the title thereto; and any other liens and
encumbrances similar to those described in this subsection, the existence
of which does not, in the opinion of the Company, materially impair the use
by the Company of the affected asset in the operation of the business of
the Company, or the value of such asset for the purposes of such business;
(d) any mortgage, pledge or other lien or encumbrance created after
the date of this Indenture on any asset leased to or purchased by the
Company after that date and securing, directly or indirectly, obligations
issued by a State, a territory or a possession of the United States, or any
political subdivision of any of the foregoing, or the District of Columbia,
to finance the cost of acquisition or cost of construction of such asset,
provided that the interest paid on such obligations is entitled to be
excluded from gross income of the recipient pursuant to Section 103(a)(1)
of the Code (or any successor to such provision) as in effect at the time
of the issuance of such obligations;
(e) any mortgage, pledge or other lien or encumbrance on any asset now
owned or hereafter acquired or constructed by the Company, or on which an
asset so owned, acquired or constructed is located, to secure or provide
for the payment of any part of the construction price or cost of
improvements of such asset, and created prior to, contemporaneously with or
within 180 days after, such construction or improvement; and
(f) any mortgage, pledge or other lien or encumbrance not otherwise
permitted under this Section 12.07; PROVIDED, the aggregate amount of
indebtedness outstanding at any time secured by all such mortgages,
pledges, liens or encumbrances does not exceed the greater of $25,000,000
or 10% of the consolidated stockholders' equity of the Company.
Section 12.08. MAINTENANCE OF NET WORTH.
The consolidated stockholders' equity of the Company at the end of any
fiscal quarter shall not be less than $100,000,000 (without giving effect to any
adjustment to consolidated stockholders' equity for such fiscal quarter pursuant
to Financial Accounting Standards Board Statement of Financial Accounting
Standards No. 115); PROVIDED that if the foregoing covenant is not satisfied for
a fiscal quarter as a result, in whole or in part, of a change in generally
accepted accounting principles which was implemented by the Company during such
fiscal quarter, the Company shall not be in default of the foregoing covenant
unless and until such covenant is not satisfied as of the last day of the fourth
fiscal quarter following the fiscal quarter in which the change in generally
accepted accounting principles was implemented by the Company; and PROVIDED
FURTHER that this Section 12.08 shall cease to be effective from and after the
first date on which the Notes are rated BBB- or higher by S&P and Baa3 or higher
by Moody's or such other comparable ratings as such Rating Agencies shall
designate at any time in the future."
Section 2.4. AMENDMENT TO SECTION 12.09. The current Section 12.09 of
the Indenture is hereby renumbered to become Section 12.10 of the Indenture and
the following Section 12.09 is hereby inserted immediately following Section
12.08:
"Section 12.09. MAINTENANCE OF A CONSOLIDATED FIXED CHARGE COVERAGE
RATIO.
The Company shall maintain a Consolidated Fixed Charge Coverage Ratio
for the Company of at least 1.75:1.0; PROVIDED that if the foregoing covenant is
not satisfied for a period as a result, in whole or in part, of a change in
generally accepted accounting principles which was implemented by the Company
during the last fiscal quarter of such period, the Company shall not be in
default of the foregoing covenant unless and until such covenant is not
satisfied at the end of the twelve-month period ended as of the last day of the
fourth fiscal quarter following the fiscal quarter in which the change in
generally accepted accounting principles was implemented by the Company; and
provided further that this Section 12.09 shall cease to be effective from and
after the first date on which the Notes are rated BBB- or higher by S&P and Baa3
or higher by Moody's or such other comparable ratings as such Rating Agencies
shall designate at any time in the future."
Section 2.5. RANKING. The Notes will be senior unsecured obligations
of the Company, ranking pari passu with all existing and future senior
indebtedness (including, without limitation, the indebtedness of the Company
represented by the notes and debentures referred to in Section 6.08 (c)(1) of
the Indenture) of the Company and senior to all existing and future subordinated
indebtedness of the Company.
Section 2.6. TERMS OF THE NOTES. In accordance with Section 3.01 of
the Indenture, the Notes are subject to the terms set forth in this Third
Supplemental Indenture including without limitation Exhibit A hereto, the terms
of which are hereby incorporated in their entirety by reference. In addition to
the other terms of the Notes which are set forth elsewhere in this Third
Supplemental Indenture and Exhibit A hereto, the Notes are subject to all of the
provisions of the Indenture including, without limitation, the Company's legal
defeasance option and covenant defeasance option pursuant to Section 15.02 of
the Indenture. For purposes of Section 15.02 of the Indenture, the restrictive
covenants referred to therein shall include the covenants set forth in Article
Two of this Third Supplemental Indenture.
ARTICLE THREE
MISCELLANEOUS
Section 3.1. DEFINED TERMS. Unless otherwise provided in this Third
Supplemental Indenture, all defined terms used in this Third Supplemental
Indenture shall have the meanings assigned to them in the Indenture.
Section 3.2. CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST
INDENTURE ACT OF 1939. If and to the extent that any provision of this Third
Supplemental Indenture limits, qualifies or conflicts with another provision
included in this Third Supplemental Indenture or in the Indenture which is
required to be included herein or therein by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, as amended, such required
provision shall control.
SECTION 3.3. GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE AND THE
NOTES SHALL BE DEEMED TO BE CONTRACTS MADE AND TO BE PERFORMED ENTIRELY IN THE
STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT REGARD TO THE CONFLICTS OF LAW
RULES OF SAID STATE.
Section 3.4. COUNTERPARTS. This Third Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.
Section 3.5. EFFECT OF HEADINGS. The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.
Section 3.6. SEVERABILITY OF PROVISIONS. In case any provision in this
Third Supplemental Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
Section 3.7. SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Third Supplemental Indenture by the parties hereto shall bind their
respective successors and assigns and inure to the benefit of their respective
successors and assigns, whether so expressed or not.
Section 3.8. BENEFIT OF SUPPLEMENTAL INDENTURE. Nothing in this Third
Supplemental Indenture, express or implied, shall give to any Person, other than
the parties hereto, any Security Registrar, any Paying Agent and their
successors hereunder, and the Holders of the Notes, any benefit or any legal or
equitable right, remedy or claim under this Third Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed, all as of the day and year first
above written.
UNITED COMPANIES FINANCIAL CORPORATION
By:_________________________
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:_________________________
Name:
Title:
EXHIBIT A
[FORM OF FACE OF NOTE]
UNITED COMPANIES FINANCIAL CORPORATION
7.70% Senior Notes due January 15, 2004
REGISTERED REGISTERED
No. R-1
CUSIP ▇▇▇▇▇▇▇▇▇
If this Note is registered in the name of The Depository Trust Company
(the "Depositary") (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) or its
nominee, this Note 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 and until this Note is
exchanged in whole or in part for Notes in definitive form. Unless
this certificate is presented by an authorized representative of the
Depositary 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 such other name as requested by an authorized
representative of the Depositary (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized
representative of the Depositary), 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.
UNITED COMPANIES FINANCIAL CORPORATION, a corporation duly organized
and validly existing under the laws of the State of Louisiana (herein called the
"Company", which term includes any successor corporation under the Indenture, as
defined on the reverse side hereof), for value received hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of $100,000,000 (ONE
HUNDRED MILLION DOLLARS) on January 15, 2004 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, and to pay interest, semi-annually on
January 15 and July 15 of each year, commencing July 15, 1997, on said principal
sum in like coin or currency, at the rate per annum specified in the title of
this Note, from the January 15 or July 15, as the case may be, next preceding
the date of this Note to which interest has been paid or duly provided for,
unless the date hereof is a date to which interest has been paid or duly
provided for, in which case from the date of this Note, or unless no interest
has been paid or duly provided for on the Notes, in which case from December 17,
1996, until payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after any January 1 or July
1, as the case may be, and before the following January 15 or July 15, this Note
shall bear interest from such January 15 or July 15. The interest so payable on
January 15 or July 15 will be paid to the Person in whose name this Note is
registered at the close of business on the Regular Record Date, which shall be
the January 1 or July 1 (whether or not a Business Day) next preceding such
January 15 or July 15, 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 premium, if any, on, this Note will
be made in immediately available funds upon surrender of the Notes at the
Corporate Trust Office of the Trustee. Interest will be paid by check mailed to
the address of the Person entitled thereto as it appears in the Security
Register on the applicable Regular Record Date or, at the option of the Company,
by wire transfer to an account maintained by such Person with a bank located in
the United States.
THIS NOTE SHALL BE DEEMED A CONTRACT 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.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to herein by manual signature, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: December 17, 1996
TRUSTEE'S CERTIFICATE OF UNITED COMPANIES FINANCIAL
AUTHENTICATION CORPORATION
This is one of the series of
Debt Securities issued under
the within mentioned
Indenture.
By__________________________
Title:
THE FIRST NATIONAL BANK OF
CHICAGO
As Trustee Attest
By___________________________ By____________________________
Title: Title:
[REVERSE SIDE OF NOTE]
UNITED COMPANIES FINANCIAL CORPORATION
7.70% Senior Notes Due January 15, 2004
This Note is one of a duly authorized issue of Debt Securities of the
Company designated as its 7.70% Senior Notes due January 15, 2004 (herein called
the "Notes"), limited in aggregate principal amount to $100,000,000, issued and
to be issued under an Indenture dated as of October 1, 1994, as amended and
supplemented by the First Supplemental Indenture dated as of November 2, 1994,
the Second Supplemental Indenture dated as of July 25, 1995 and the Third
Supplemental Indenture dated as of December 17, 1996 (herein called the
"Indenture"), between the Company and The First National Bank of Chicago, as
trustee (herein called the "Trustee," which term includes any successor Trustee
under the Indenture), to which Indenture reference is hereby made for a
statement of the respective rights of the Company, the Trustee and the Holders
of the Notes, and the terms upon which the Notes are, and are to be,
authenticated and delivered.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the Security
Register relating to the Notes, upon surrender of this Note for registration of
transfer at the office or agency of the Company maintained for such purpose, and
thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount with like terms and conditions, will be issued to the
designated transferee.
The Notes are issuable only as registered Notes without Coupons in the
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture, and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes with like terms and
conditions of different authorized denominations, as requested by the Holder
surrendering the same.
Except as otherwise provided in the Indenture, no service charge will
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 for registration of transfer of this Note,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the person in whose name this Note is registered as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes,
whether or not this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
If an Event of Default shall occur with respect to the Notes, the
principal of all the Notes, plus accrued and unpaid interest, may be declared
due and payable in the manner and with the effect provided in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the written consent of the Holders of not less than a majority in
principal amount of the Outstanding Debt Securities of each series affected by
such supplemental indenture, voting separately, to enter into supplemental
indentures for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Indenture or of modifying in any
manner the rights of the Holders under the Indenture of such Debt Securities, or
Coupons, if any; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Debt Security of each such
series affected thereby, (i) change the Stated Maturity of the principal of, or
installment of interest, if any, on, any Debt Security, or reduce the principal
amount thereof, or the interest thereon or any premium payable upon redemption
thereof, or change the Stated Maturity of or reduce the amount of any payment to
be made regarding any Coupon, or change the Currency or Currencies in which the
principal of (and premium, if any) or interest on such Debt Security is
denominated or payable, or reduce the amount of the principal of a Discount
Security that would be due and payable upon a declaration of acceleration of the
Maturity, or adversely affect the right of repayment or repurchase, if any, at
the option of the Holder, or reduce the amount of, or postpone the date fixed
for, any payment under any sinking fund, or impair the right to institute suit
for the enforcement of any payment on or after the Stated Maturity thereof, or
(ii) reduce the percentage in principal amount of Outstanding Debt Securities of
any series, the Holders of which are required to consent to any such
supplemental indenture. The Indenture also contains provisions permitting the
Holders of not less than a majority in principal amount of the Outstanding Debt
Securities of any series, on behalf of the Holders of all the Debt Securities of
any such series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults or Event of Default under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future Holders of
this Note and of any Note 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 Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
No recourse shall be had for the payment of the principal of or the
interest on this Note, or any part thereof, or of indebtedness represented
hereby, or upon any obligation, covenant or agreement of the Indenture or any
indenture supplemental thereto, against any incorporator, or against any
stockholder, officer or director, as such, past, present or future, of the
Company or any predecessor or successor corporation, either directly or
indirectly through the Company, or any such predecessor or successor corporation
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly agreed
and understood that the Indenture or any indenture supplemental thereto and this
Note are solely corporate obligations, and that no personal liability whatsoever
shall attach to, or be incurred by, any such incorporator, stockholder, officer
or director, past, present or future, of the Company or any predecessor or
successor corporation, either directly or indirectly through the Company or any
such predecessor or successor corporation, because of the indebtedness
authorized under the Indenture or under or by reason of any of the obligations,
covenants, promises or agreements contained in the Indenture or in this Note or
to be implied therefrom or herefrom; and that any such personal liability, by
the acceptance hereof and as part of the consideration for the issue hereof, is
expressly waived and released.
All terms used in this Note which are defined in this Note shall have
the meanings assigned to them in the Indenture.
The following abbreviations, when used in the inscription on the face
of the within Note, shall be construed as though they were written out in full
according to applicable laws and regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entirety
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT
MIN ACT -- ________________________ Custodian_______________
(Cust) (Minor)
under Uniform Gifts to Minors Act
________________________________________________
(State)
Additional abbreviations may also be used though not in the above
list.
_______________________
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[-----------------------------------------]
[ ]
[ ]
[ ]
[_________________________________________]
__________________________________________________________
(Name and Address of Assignee, including zip code)
_______________________________________________________________
the within Note, and all rights thereunder, hereby irrevocably
constituting and appointing
________________________________________________________________ Attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name
as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever and must be guaranteed.
The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program),
pursuant to S.E.C. Rule 17Ad-15.
Exhibit 4.14
UNITED COMPANIES FINANCIAL CORPORATION
7.70% Senior Notes due January 15, 2004
REGISTERED REGISTERED
No. R-1
CUSIP ▇▇▇▇▇▇▇▇▇
If this Note is registered in the name of The Depository Trust Company
(the "Depositary") (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) or its
nominee, this Note 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 and until this Note is
exchanged in whole or in part for Notes in definitive form. Unless
this certificate is presented by an authorized representative of the
Depositary 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 such other name as requested by an authorized
representative of the Depositary (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized
representative of the Depositary), 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.
UNITED COMPANIES FINANCIAL CORPORATION, a corporation duly organized
and validly existing under the laws of the State of Louisiana (herein called the
"Company", which term includes any successor corporation under the Indenture, as
defined on the reverse side hereof), for value received hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of $100,000,000 (ONE
HUNDRED MILLION DOLLARS) on January 15, 2004 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, and to pay interest, semi-annually on
January 15 and July 15 of each year, commencing July 15, 1997, on said principal
sum in like coin or currency, at the rate per annum specified in the title of
this Note, from the January 15 or July 15, as the case may be, next preceding
the date of this Note to which interest has been paid or duly provided for,
unless the date hereof is a date to which interest has been paid or duly
provided for, in which case from the date of this Note, or unless no interest
has been paid or duly provided for on the Notes, in which case from December 17,
1996, until payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after any January 1 or July
1, as the case may be, and before the following January 15 or July 15, this Note
shall bear interest from such January 15 or July 15. The interest so payable on
January 15 or July 15 will be paid to the Person in whose name this Note is
registered at the close of business on the Regular Record Date, which shall be
the January 1 or July 1 (whether or not a Business Day) next preceding such
January 15 or July 15, 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 premium, if any, on, this Note will
be made in immediately available funds upon surrender of the Notes at the
Corporate Trust Office of the Trustee. Interest will be paid by check mailed to
the address of the Person entitled thereto as it appears in the Security
Register on the applicable Regular Record Date or, at the option of the Company,
by wire transfer to an account maintained by such Person with a bank located in
the United States.
THIS NOTE SHALL BE DEEMED A CONTRACT 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.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to herein by manual signature, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: December 17, 1996
TRUSTEE'S CERTIFICATE OF UNITED COMPANIES FINANCIAL
AUTHENTICATION CORPORATION
This is one of the series of
Debt Securities issued under
the within mentioned
Indenture.
By__________________________
Title:
THE FIRST NATIONAL BANK OF
CHICAGO
As Trustee Attest
By___________________________ By__________________________
Title: Title:
UNITED COMPANIES FINANCIAL CORPORATION
7.70% Senior Notes due January 15, 2004
This Note is one of a duly authorized issue of Debt Securities of the
Company designated as its 7.70% Senior Notes due January 15, 2004 (herein called
the "Notes"), limited in aggregate principal amount to $100,000,000, issued and
to be issued under an Indenture dated as of October 1, 1994, as amended and
supplemented by the First Supplemental Indenture dated as of November 2, 1994,
the Second Supplemental Indenture dated as of July 25, 1995 and the Third
Supplemental Indenture dated as of December 17, 1996 (herein called the
"Indenture"), between the Company and The First National Bank of Chicago, as
trustee (herein called the "Trustee," which term includes any successor Trustee
under the Indenture), to which Indenture reference is hereby made for a
statement of the respective rights of the Company, the Trustee and the Holders
of the Notes, and the terms upon which the Notes are, and are to be,
authenticated and delivered.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the Security
Register relating to the Notes, upon surrender of this Note for registration of
transfer at the office or agency of the Company maintained for such purpose, and
thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount with like terms and conditions, will be issued to the
designated transferee.
The Notes are issuable only as registered Notes without Coupons in the
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture, and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes with like terms and
conditions of different authorized denominations, as requested by the Holder
surrendering the same.
Except as otherwise provided in the Indenture, no service charge will
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 for registration of transfer of this Note,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the person in whose name this Note is registered as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes,
whether or not this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
If an Event of Default shall occur with respect to the Notes, the
principal of all the Notes, plus accrued and unpaid interest, may be declared
due and payable in the manner and with the effect provided in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the written consent of the Holders of not less than a majority in
principal amount of the Outstanding Debt Securities of each series affected by
such supplemental indenture, voting separately, to enter into supplemental
indentures for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Indenture or of modifying in any
manner the rights of the Holders under the Indenture of such Debt Securities, or
Coupons, if any; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Debt Security of each such
series affected thereby, (i) change the Stated Maturity of the principal of, or
installment of interest, if any, on, any Debt Security, or reduce the principal
amount thereof, or the interest thereon or any premium payable upon redemption
thereof, or change the Stated Maturity of or reduce the amount of any payment to
be made regarding any Coupon, or change the Currency or Currencies in which the
principal of (and premium, if any) or interest on such Debt Security is
denominated or payable, or reduce the amount of the principal of a Discount
Security that would be due and payable upon a declaration of acceleration of the
Maturity, or adversely affect the right of repayment or repurchase, if any, at
the option of the Holder, or reduce the amount of, or postpone the date fixed
for, any payment under any sinking fund, or impair the right to institute suit
for the enforcement of any payment on or after the Stated Maturity thereof, or
(ii) reduce the percentage in principal amount of Outstanding Debt Securities of
any series, the Holders of which are required to consent to any such
supplemental indenture. The Indenture also contains provisions permitting the
Holders of not less than a majority in principal amount of the Outstanding Debt
Securities of any series, on behalf of the Holders of all the Debt Securities of
any such series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults or Event of Default under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future Holders of
this Note and of any Note 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 Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
No recourse shall be had for the payment of the principal of or the
interest on this Note, or any part thereof, or of indebtedness represented
hereby, or upon any obligation, covenant or agreement of the Indenture or any
indenture supplemental thereto, against any incorporator, or against any
stockholder, officer or director, as such, past, present or future, of the
Company or any predecessor or successor corporation, either directly or
indirectly through the Company, or any such predecessor or successor corporation
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly agreed
and understood that the Indenture or any indenture supplemental thereto and this
Note are solely corporate obligations, and that no personal liability whatsoever
shall attach to, or be incurred by, any such incorporator, stockholder, officer
or director, past, present or future, of the Company or any predecessor or
successor corporation, either directly or indirectly through the Company or any
such predecessor or successor corporation, because of the indebtedness
authorized under the Indenture or under or by reason of any of the obligations,
covenants, promises or agreements contained in the Indenture or in this Note or
to be implied therefrom or herefrom; and that any such personal liability, by
the acceptance hereof and as part of the consideration for the issue hereof, is
expressly waived and released.
All terms used in this Note which are defined in this Note shall have
the meanings assigned to them in the Indenture.
The following abbreviations, when used in the inscription on the face
of the within Note, shall be construed as though they were written out in full
according to applicable laws and regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entirety
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT
MIN ACT -- ____________________ Custodian ________________
(Cust) (Minor)
under Uniform Gifts to Minors Act
_______________________________________________
(State)
Additional abbreviations may also be used though not in the above
list.
____________________________________________
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
444444444444444444444444444444444444444
4 4
4 4
4 4
444444444444444444444444444444444444444
_______________________________________________________
(Name and Address of Assignee, including zip code)
___________________________________________________________
the within Note, and all rights thereunder, hereby irrevocably
constituting and appointing
___________________________________________________________ Attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name
as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever and must be guaranteed.
The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program),
pursuant to S.E.C. Rule 17Ad-15.