Exhibit 4.4
This Preferred Security is a Global Security within the meaning of the
Declaration hereinafter referred to and is registered in the name of The
Depository Trust Company, a New York corporation (the "Depositary"), or a
nominee of the Depositary. This Preferred Security is exchangeable for Preferred
Securities registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Declaration and no
transfer of this Preferred Security (other than a transfer of this Preferred
Security 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) may be registered except in limited circumstances.
Unless this Preferred Security Certificate is presented by an authorized
representative of the Depositary to the issuer or its agent for registration of
transfer, exchange or payment, and any Preferred Security Certificate issued is
registered in the name of Cede & Co. or such other name as registered by an
authorized representative of the Depositary (and any payment hereon 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 since the registered owner
hereof, Cede & Co., has an interest herein.
Certificate No. R-1 Number of Preferred Securities: 10,000,000
CUSIP No. 00000X000
Certificate Evidencing Preferred Securities
of
Xxxxxx Brothers Holdings Capital Trust I
8.00 % Preferred Securities, Series I
(liquidation amount $25 per Preferred
Security)
Xxxxxx Brothers Holdings Capital Trust I, a statutory business trust formed
under the laws of the State of Delaware (the "Trust"), hereby certifies that
Cede & Co. (the "Holder") is the registered owner of 10,000,000 preferred
securities of the Trust representing undivided beneficial ownership interests in
the assets of the Trust designated the 8.00% Preferred Securities, Series I
(liquidation amount $25 per Preferred Security) (the "Preferred Securities").
The Preferred Securities are transferable on the register of the Trust, in
person or by a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer as provided in the Declaration (as
defined below). The designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities represented hereby
are issued and shall in all respects be subject to the provisions of the Amended
and Restated Declaration of Trust of the Trust, dated as of January 26, 1999 (as
the same may be amended from time to time (the "Declaration"), among XXXXXX
BROTHERS HOLDINGS INC., as Sponsor, XXXXX X. XXXXXX, XXXXXXXX XXXXX and XXXXXX
XXXXX, as Regular Trustees, THE CHASE MANHATTAN BANK, as Property Trustee, and
CHASE MANHATTAN BANK DELAWARE, as Delaware Trustee. Capitalized terms used
herein but not defined shall have the meaning given them in the Declaration. The
Holder is entitled to the benefits of the Guarantee to the extent described
therein. The Sponsor will provide a copy of the Declaration, the Guarantee and
the Indenture to a Holder without charge upon written request to the Sponsor at
its principal place of business.
Upon receipt of this certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder.
By acceptance, the Holder agrees to treat, for United States federal income
tax purposes, the Debentures as indebtedness and the Preferred Securities as
evidence of undivided indirect beneficial ownership interests in the Debentures.
IN WITNESS WHEREOF, the Trust has executed this certificate this 26th day
of January, 1999.
XXXXXX BROTHERS HOLDINGS
CAPITAL TRUST I
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Regular Trustee
This is one of the Preferred Securities referred to in the within-mentioned
Declaration.
THE CHASE MANHATTAN BANK,
as Property Trustee
By: /s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: Assistant Vice President
This Preferred Security is a Global Security within the meaning of the
Declaration hereinafter referred to and is registered in the name of The
Depository Trust Company, a New York corporation (the "Depositary"), or a
nominee of the Depositary. This Preferred Security is exchangeable for Preferred
Securities registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Declaration and no
transfer of this Preferred Security (other than a transfer of this Preferred
Security 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) may be registered except in limited circumstances.
Unless this Preferred Security Certificate is presented by an authorized
representative of the Depositary to the issuer or its agent for registration of
transfer, exchange or payment, and any Preferred Security Certificate issued is
registered in the name of Cede & Co. or such other name as registered by an
authorized representative of the Depositary (and any payment hereon 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 since the registered owner
hereof, Cede & Co., has an interest herein.
Certificate No. R-2 Number of Preferred Securities: 2,000,000
CUSIP No. 00000X000
Certificate Evidencing Preferred Securities
of
Xxxxxx Brothers Holdings Capital Trust I
8.00 % Preferred Securities, Series I
(liquidation amount $25 per Preferred
Security)
Xxxxxx Brothers Holdings Capital Trust I, a statutory business trust formed
under the laws of the State of Delaware (the "Trust"), hereby certifies that
Cede & Co. (the "Holder") is the registered owner of 2,000,000 preferred
securities of the Trust representing undivided beneficial ownership interests in
the assets of the Trust designated the 8.00% Preferred Securities, Series I
(liquidation amount $25 per Preferred Security) (the "Preferred Securities").
The Preferred Securities are transferable on the register of the Trust, in
person or by a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer as provided in the Declaration (as
defined below). The designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities represented hereby
are issued and shall in all respects be subject to the provisions of the Amended
and Restated Declaration of Trust of the Trust, dated as of January 26, 1999 (as
the same may be amended from time to time (the "Declaration"), among XXXXXX
BROTHERS HOLDINGS INC., as Sponsor, XXXXX X. XXXXXX, XXXXXXXX XXXXX and XXXXXX
XXXXX, as Regular Trustees, THE CHASE MANHATTAN BANK, as Property Trustee, and
CHASE MANHATTAN BANK DELAWARE, as Delaware Trustee. Capitalized terms used
herein but not defined shall have the meaning given them in the Declaration. The
Holder is entitled to the benefits of the Guarantee to the extent described
therein. The Sponsor will provide a copy of the Declaration, the Guarantee and
the Indenture to a Holder without charge upon written request to the Sponsor at
its principal place of business.
Upon receipt of this certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder.
By acceptance, the Holder agrees to treat, for United States federal income
tax purposes, the Debentures as indebtedness and the Preferred Securities as
evidence of undivided indirect beneficial ownership interests in the Debentures.
IN WITNESS WHEREOF, the Trust has executed this certificate this 26th day
of January, 1999.
XXXXXX BROTHERS HOLDINGS
CAPITAL TRUST I
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Regular Trustee
This is one of the Preferred Securities referred to in the within-mentioned
Declaration.
THE CHASE MANHATTAN BANK,
as Property Trustee
By: /s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: Assistant Vice President
