Form of Face of Security. (a) The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then (A) the U.S. Global Security and each U.S. Physical Security shall bear the legend set forth below (the "Private Placement Legend") on the face thereof and (B) the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION PURSUANT TO RULE 903 OR 904 OF REGULATION S, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A XXXXXX XXX [Each global security, whether or not an initial security, shall also bear the following legend on the face thereof:] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 10% SENIOR NOTES DUE 2007, SERIES A CUSIP NO. __________ No._______________ $__________________ Di Giorgio Corporation, a Delaware corporation (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________ or registered assigns, the principal sum of __________ United States dollars on June 15, 2007, at the office or agency of the Company referred to below, and to pay interest thereon from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on June 15 and December 15 in each year, commencing December 15, 1997 at the rate of 10% per annum, subject to adjustments as described in the second following paragraph, in United States dollars, until the principal hereof is paid or duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement (the "Registration Rights Agreement") among the Company and the Initial Purchasers, dated June 20, 1997, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this Security for 10% Senior Notes due 2007, Series B (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 60th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be filed because of the request by any Initial Purchaser, 30 days following the request by any such Initial Purchaser that the Company file the Shelf Registration Statement) or (d) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period, as provided in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) above, a "Registration Default"), the interest rate borne by the Series A Securities (except in the case of clause (c), in which case only the Series A Securities which have not been exchanged in the Exchange Offer) The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in this Indenture. Payment of the principal of, premium, if any, and interest on, this Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of New York maintained for that purpose (which initially will be the Corporate Trust Office of the Trustee), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual signature of an authorized signer, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

Appears in 2 contracts

Samples: Indenture (Di Giorgio Corp), Indenture (Di Giorgio Corp)

Form of Face of Security. (a) The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then (A) the U.S. Global Security and each U.S. Physical Security shall bear the legend set forth below (the "Private Placement Legend") on the face thereof and (B) the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date: THIS NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ~~HAS NOT BEEN REGISTERED UNDER THE SECURITIES~~ ACT OF ~~1933~~1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "~~SECURITIES ACT~~CODE") (EACH, A "PLAN"), NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN, MAY ACQUIRE OR HOLD THIS SECURITY OR ANY ~~STATE SECURITIES LAWS~~INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23, 95-60, 91-38, 90-1 OR 84-14 WITH RESPECT TO SUCH PURCHASE OR HOLDING. ~~NEITHER~~ ANY PURCHASER OR HOLDER OF THIS SECURITY ~~NOR~~ OR ANY INTEREST ~~OR PARTICIPATION HEREIN MAY~~ THEREIN WILL BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. DEEMED TO HAVE REPRESENTED BY ITS ~~ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS~~ PURCHASE AND HOLDING THEREOF THAT IT EITHER (A) IT IS NOT A PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING THIS SECURITY ON BEHALF OF OR WITH "~~QUALIFIED INSTITUTIONAL BUYER~~PLAN ASSETS" ~~(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"))~~ OF ANY PLAN OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION PURSUANT TO RULE 903 OR 904 OF REGULATION S, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR ~~RESALE PURSUANT~~ THE EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96-23, 95-60, 91- 38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO RULE 144A XXXXXX XXX [Each global security, whether or not an initial security, shall also bear the following legend on the face thereof:] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY SUCH PURCHASE OR ~~A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY~~HOLDING. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CITIZENS BANKING CORPORATION (~~"DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION~~ TITLE OF ~~TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO~~SECURITY) No. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 10% SENIOR NOTES DUE 2007, SERIES A CUSIP NO. __________ No._______________ $__________________ Di Giorgio Corporation$ CITIZENS BANKING CORPORATION, a ~~Delaware~~ corporation organized and existing under the laws of Michigan (~~herein~~ hereinafter called the "Company," ", which term includes any successor ~~Person~~ corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______~~____~~ , or registered assigns, the principal sum of __________ ~~United States dollars on June 15~~Dollars [if the Security is a Global Security, ~~2007~~then insert, at if applicable--, or such other principal amount as may be set forth in the ~~office or agency~~ records of the ~~Company~~ Securities Registrar hereinafter referred to ~~below, and~~ in accordance with the Indenture,] on _______,__. The Company further promises to pay interest ~~thereon~~ on said principal sum from ~~June 20, 1997,~~ ________,____ or from the most recent interest payment date (each such date, an "Interest Payment ~~Date to~~ Date") on which interest has been paid or duly provided for, ~~semiannually~~ [monthly] [quarterly] [semi-annually] [if applicable, insert -- (subject to deferral as set forth herein)] in arrears on ~~June 15 and December 15 in~~ [insert applicable Interest Payment Dates] of each year, commencing ~~December 15~~__________,_______ , ~~1997~~ at the rate of 10______% per annum, ~~subject to adjustments~~ together with Additional Sums, if any, as ~~described~~ provided in Section 10.6 of the ~~second following paragraph~~Indenture, ~~in United States dollars~~until the principal hereof shall have become due and payable, [if applicable, insert -- plus Additional Interest, if any,] until the principal hereof is paid or duly provided ~~for. Interest shall be computed~~ for or made available for payment [if applicable, insert -- and on ~~the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled~~ any overdue principal and (without duplication and to the ~~benefits~~ extent that payment of ~~the Registration Rights Agreement (the "Registration Rights Agreement"~~such interest is enforceable under applicable law) among the Company and the Initial Purchasers, dated June 20, 1997, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this Security for 10% Senior Notes due 2007, Series B (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 60th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be filed because of the request by any Initial Purchaser, 30 days following the request by any such Initial Purchaser that the Company file the Shelf Registration Statement) or (d) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period, as provided in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) above, a "Registration Default"), the interest rate borne by the Series A Securities (except in the case of clause (c), in which case only the Series A Securities which have not been exchanged in the Exchange Offer) The interest so payable, and punctually paid or duly provided for, on any ~~Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close~~ overdue installment of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the ~~interest~~ rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in this Indenture. Payment of the principal of, premium, if any, and interest on, this Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of New York maintained for that purpose (which initially will be the Corporate Trust Office of the Trustee), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual signature of an authorized signer, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.____% per annum,

Appears in 2 contracts

Samples: Indenture (Citizens Funding Trust IV), Indenture (Citizens Banking Corp)

Appears in 1 contract

Samples: Indenture (RSL Communications LTD)

Appears in 1 contract

Samples: Indenture (RSL Communications LTD)

Form of Face of Security. ~~(a) The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial~~ [If a Global Security ~~is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security~~ issued in ~~connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement~~bearer form, then (A) the U.S. Global Security and each U.S. Physical Security shall bear the legend set forth below (the "Private Placement Legend") on the face thereof and (B) the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION PURSUANT TO RULE 903 OR 904 OF REGULATION S, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A XXXXXX XXX [Each global security, whether or not an initial security, shall also bear the following legend on the face thereof:] insert -- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS ~~REGISTERED~~ HELD BY THE BOOK-ENTRY DEPOSITARY (AS DEFINED IN THE ~~NAME~~ INDENTURE GOVERNING THIS SECURITY) IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF. THIS SECURITY IS NOT EXCHANGEABLE IN WHOLE OR IN PART OR TRANSFERABLE IN WHOLE OR IN PART EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.) [If Restricted Securities, then insert -- THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A ~~DEPOSITARY~~ QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A ~~NOMINEE~~ TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF ~~A DEPOSITARY~~ THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR ~~A SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED~~ (5) PURSUANT TO ~~TRANSFERS IN WHOLE~~AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, ~~BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE~~ AND ~~TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE~~ (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.] [If a Regulation S Security, then insert -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED SECURITY IS REGISTERED IN UNDER THE ~~NAME OF CEDE & CO.~~ SECURITIES ACT OR ~~IN SUCH OTHER NAME AS~~ AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & COAVAILABLE.~~, HAS AN INTEREST HEREIN.~~ ] 10% SENIOR NOTES DUE ~~2007, SERIES A~~ 2006 [IF RESTRICTED GLOBAL SECURITY - CUSIP NO. 675700XX0] [XF REGULATION S SECURITY - CUSIP NO. U67500XX0] [XF REGULATION S GLOBAL SECURITY - ISIN NO. - USU67502AA94] No. ____~~______ No._______________ $~~__________________ ~~Di Giorgio Corporation~~$ __________________ 111 Octel Developments PLC, a ~~Delaware corporation~~ company organized under the laws of England and Wales (herein called the "~~Company,"~~ Issuer", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [if this Security is a Global Security issued in bearer form, then insert: the bearer hereof]. [If this Security is not a Global Security issued in bearer form, then insert: ___________ , or registered assigns], the principal sum of __________ ~~United States dollars~~ Dollars [if this Security is a Global Security, then insert: (which principal amount may from time to time be increased or decreased to such other principal amounts by adjustments made on ~~June 15, 2007, at~~ the ~~office or agency~~ records of the ~~Company~~ trustee hereinafter referred to ~~below~~in accordance with the Indenture)] on May 1, 2006, and to pay interest thereon from ~~June 20~~May 5, ~~1997,~~ 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semiannually~~ semi-annually on ~~June 15~~ May 1 and ~~December 15~~ November 1 in each year, commencing ~~December 15~~November 1, ~~1997~~ 1998 at the rate of 10% per annum, ~~subject to adjustments as described in the second following paragraph, in United States dollars,~~ until the principal hereof is paid or duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement (the "Registration Rights Agreement") among the Company and the made available for payment [If Initial ~~Purchasers~~Securities, ~~dated June 20~~then insert: provided, ~~1997~~however, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this Security for 10% Senior Notes due 2007, Series B (herein called the "Series B Securities") that in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (ai) by the 60th day after the Issue Date, neither the Exchange Offer Registration Statement ~~is not~~ nor the Shelf Registration Statement has been filed with the ~~Commission on or prior to~~ Commission; (ii) by the ~~60th calendar~~ 180th day ~~following~~ after the date of ~~original issue of~~ the ~~Series A Securities~~Issue Date, ~~(b)~~ the Registered Exchange Offer is not consummated; (iii) by the 45th day after the Issuer is obligated to file the Shelf Registration Statement such filing has not occurred; (iv) by the 90th day after the Issuer becomes obligated to file a Shelf Registration Statement such Shelf Registration Statement has not been declared effective ~~on or prior to~~ by the 120th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be filed because of the request by any Initial Purchaser, 30 days following the request by any such Initial Purchaser that the Company file the Shelf Registration Statement) Commission or (dv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared ~~effective but~~ effective, such Registration Statement thereafter ceases to be effective or ~~usable within the applicable period, as provided in the~~ useable for its intended purposes without being succeeded immediately by a post-effective amendment to such Registration ~~Rights Agreement~~ Statement that cures such failure and that is itself declared effective immediately (each such event referred to in clauses (ai) through (~~d) above~~v), a "Registration Default" and each period during which a Registration Default has occurred and is continuing, a "Registration Default Period"), ~~the~~ then, as liquidated damages for such Registration Default, special interest ~~rate borne by the Series A Securities~~ (~~except in the case of clause (c~~"Special Interest"), in ~~which case only~~ addition to the ~~Series A Securities which have not been exchanged~~ rate of interest per annum shown above, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% 112 105 thereafter for the remaining portion of the Registration Default Period; provided that the Issuer shall in no event be required to pay Special Interest for more than one Registration Default at any given time. The Special Interest shall be payable in cash on the regular interest dates with respect to the Securities. Any accrued and unpaid interest (including Special Interest) on this Security upon the issuance of an Exchange Security (as defined in the Indenture) in exchange for this Security shall cease to be payable to the Holder hereof but such accrued and unpaid interest (including Special Interest) shall be payable on the next Interest Payment Date for such Exchange ~~Offer)~~ Security to the Holder thereof [if not a Global Security in bearer form, insert: on the related Regular Record Date].] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to [If this Security is a Global Security issued in bearer form, then insert: the bearer hereof on the Interest Payment Date] [If this Security is not a Global Security issued in bearer form, then insert: the Person in whose name this Security (or ~~any~~ one or more Predecessor ~~Security~~Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be ~~the June 1~~ February 15 or ~~December 1~~ August 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date]. Any such interest not so punctually ~~paid,~~ paid or duly provided ~~for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall~~ for will forthwith cease to be payable to the Holder on such ~~Regular Record Date,~~ Interest Payment Date and may either be paid to [If this Security is a Global Security issued in bearer form, then insert: the bearer hereof on the Special Payment Date] [If this Security is not a Global Security issued in bearer form, then insert: the Person in whose name this Security (or ~~any~~ one or more Predecessor ~~Security~~Securities) is registered at the close of business on a Special Record Date for the payment of such ~~defaulted interest~~ Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, ,] or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in ~~this~~ the Indenture. ~~Payment~~ All payments made by or on behalf of the ~~principal~~ Issuer on or with respect to the Securities (whether or not in the form of Definitive Notes), and all payments made by or on behalf of Parent under or with respect to the Parent Guaranty will be made without withholding or deduction for, or on account of, any present or future taxes, duties, 113 106 assessments or governmental charges of whatever nature (collectively, "Taxes") imposed or levied by or on behalf of the United Kingdom (or the jurisdiction of incorporation of any Successor Company of either) or any political subdivision thereof or any authority having power to tax therein (each a "Tax Authority"), unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Tax Authority shall at any time be required on any payments made by the Issuer (or Successor Company) on or with respect to the Securities or by Parent (or Successor Company) under or with respect to the Parent Guaranty, including payments of principal, redemption price, interest, additional interest or premium, the Issuer or Parent, as the case may be, will pay such additional amounts (the "Additional Amounts") as may be necessary in order that the net amounts received in respect of such payments by the Holders of the Securities (including Additional Amounts) or the Trustee, as the case may be, after such withholding or deduction, equal the respective amounts which would have been received in respect of such payments in the absence of such withholding or deduction; except that no such Additional Amounts will be payable with respect to: (i) in the case of Securities listed on a Recognized Stock Exchange at the time such Additional Amounts would be payable, any payments on a Security held by or on behalf of a Holder or a beneficial owner who is liable for such Taxes in respect of such Security by reason of the Holder or beneficial owner having some connection with the United Kingdom or the jurisdiction of incorporation of any Successor Company (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the United Kingdom or the jurisdiction of incorporation of any Successor Company) other than by the mere holding of such Security or enforcement of rights thereunder or the receipt of payments in respect thereof; (ii) in the case of Securities listed on a Recognized Stock Exchange at the time such Additional Amounts would be payable, any Taxes that are imposed or withheld as a result of a change in law after the Issue Date where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Security to comply with any reasonable request by the Issuer to provide information concerning the nationality, residence or identity of such Holder or 114 107 beneficial owner or to make any declaration or similar claim or satisfy any information or reporting requirement, (A) if ~~any~~such compliance is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such Taxes, (B) such Holder may legally comply with such requirements and ~~interest on~~(C) at least 30 days prior to the date on which the Issuer shall apply this clause (ii), ~~this Security~~the Issuer shall have notified such Holders of such requirements; (iii) except in the case of the winding up of the Issuer, any Security presented for payment (where presentation is required) in the United Kingdom or the jurisdiction of incorporation of any Successor Company (unless presentment could not have been made elsewhere); or (iv) any Security presented for payment (where Securities are in the form of Definitive Notes and ~~exchange or transfer~~ presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Security been presented on any day (including the last day) within such 30 day period). Such Additional Amounts will also not be payable where, had the beneficial owner of the Security been the Holder of the Security, it would not have been entitled to payment of Additional Amounts by reason of any of clauses (i) to (iv) inclusive above. Where required by applicable law, the Issuer, Parent or any Paying Agent, as the case may be, will also (i) make any required withholding or deduction in respect of any Taxes and (ii) remit the full amount deducted or withheld to the relevant Tax Authority in accordance with applicable law. The Issuer or Parent, as the case may be, will furnish or cause to be furnished to the Trustee, within 30 days after the date of the payment of any Taxes due pursuant to applicable law, certified copies of tax receipts satisfactory to the Trustee evidencing such payment by the Issuer or Parent, as the case may be. Copies of such receipts will be made at available to Holders of Notes that are outstanding on the ~~office~~ date of such withholding or ~~agency~~ deduction for or on account of Taxes upon request. Further, the Issuer or Parent, as the case may be, will indemnify and hold harmless 115 108 each Holder of Notes (other than a Holder described in clauses (i)-(iv) of paragraph (a) above) and upon written request will promptly reimburse each such Holder for the amount of (1) any Taxes levied or imposed and paid by such Holdxx xx a result of payments made on or with respect to the Notes or under or with respect to the Parent Guarantee, (2) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto and (3) any Taxes imposed with respect to any reimbursement under (1) or (2), but excluding any Taxes based on a Holder's net income. Whenever in the Indenture or under the Securities there is mentioned, in any context, (i) the payment of principal, (ii) purchase prices in connection with a purchase of Securities, (iii) interest or (iv) any other amount payable on or with respect to any of the ~~Company in The City of New York maintained for that purpose (which initially will~~ Securities, such mention shall be ~~the Corporate Trust Office~~ deemed to include mention of the ~~Trustee), or at such other office or agency as may be maintained~~ payment of Additional Amounts provided for ~~such purpose~~this Section to the extent that, in such ~~coin~~ context, Additional Amounts are, were or ~~currency~~ would be payable in respect thereof. The Issuer or Parent, as the case may be, will pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of the Securities, the Parent Guaranty or any other document or instrument referred to therein, or the receipt of any payments on or with respect to the Securities or under or with respect to the Parent Guaranty, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside of the United Kingdom, the United States of America ~~as at~~ or any jurisdiction in which a Paying Agent is located, other than those resulting from, or required to be paid in connection with, the ~~time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option~~ enforcement of the ~~Company by check mailed~~ Securities or any other such document or instrument following the occurrence of any Event of Default with respect to the ~~address~~ Securities. The Issuer shall promptly pay the principal of and interest on the Securities on the dates and in the manner provided in the Securities and in the Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with the Indenture money sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Securityholders on that date pursuant to the terms of the ~~Person entitled thereto as such address shall appear on the Security Register~~Indenture. 116 109 Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been ~~duly~~ executed by the Trustee referred to on the reverse hereof ~~or by the authenticating agent appointed as provided in the Indenture~~ by manual ~~signature of an authorized signer~~signature, this Security shall not be entitled to any benefit under the ~~Indenture,~~ Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Indenture (Octel Developments PLC)

Form of Face of Security. ~~(a) The form~~ THE COLONIAL BANCGROUP, INC. [Title of Security] [If the ~~face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial~~ Security is ~~sold under an effective Registration Statement or (ii) an Initial Security is exchanged for~~ a ~~Series B Security in connection with an effective Registration Statement~~Restricted Security, in each case pursuant to the Registration Rights Agreement, then (A) the U.S. Global Security and each U.S. Physical Security shall bear the legend set forth below (the "Private Placement Legend") on the face thereof and (B) the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date: THIS SECURITY HAS insert --"THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF ~~1933, AS AMENDED~~ 1933 (THE "SECURITIES ACT"~~), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN~~ ) AND MAY NOT BE ~~REOFFERED~~OFFERED, SOLD, ~~ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT~~ TRANSFERRED EXCEPT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT BY ANY INITIAL INVESTOR THAT IS NOT A ~~U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION PURSUANT TO~~ QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 903 OR 904 OF REGULATION S, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE 144A UNDER THE SECURITIES ACT, (C1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER ACQUIRING FOR ~~SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE~~ ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE ~~144A XXXXXX XXX [Each global security, whether or not an initial security, shall also bear the following legend on the face thereof:] THIS SECURITY~~ 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) BY ANY INITIAL INVESTOR THAT IS A ~~GLOBAL SECURITY WITHIN~~ QUALIFIED INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, (1) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ~~MEANING~~ SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND, IN EACH CASE (A) AND (B), IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN BOOK-ENTRY FORM AND MAY NOT BE TRANSFERRED WITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, AS PROVIDED IN THE INDENTURE ~~HEREINAFTER~~ REFERRED TO ~~AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY~~BELOW." No. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 10% SENIOR NOTES DUE 2007, SERIES A CUSIP NO. __________ No._______________ $_________~~________~~_ ~~Di Giorgio Corporation~~THE COLONIAL BANCGROUP, INC., a corporation organized and existing under the laws of Delaware ~~corporation~~ (~~herein~~ hereinafter called the "~~Company,"~~ Corporation", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________ _____, or registered assigns, the principal sum of __________ ~~United States dollars~~ Dollars on ~~June 15~~_________, ~~2007~~____ [if the Security is a Global Security, at then insert, if applicable--, or such other principal amount represented hereby as may be set forth in the ~~office or agency~~ records of the ~~Company~~ Securities Registrar hereinafter referred to ~~below~~in accordance with the Indenture] [; provided that the Corporation may (i) shorten the Stated Maturity of the principal of this Security to a date not earlier than __________, and (ii) extend the Stated Maturity of the principal of this Security at any time on one or more occasions, subject to certain conditions specified in Section 3.15 of the Indenture, but in no event to a date later than __________]. The Corporation further promises to pay interest ~~thereon~~ on said principal sum from ~~June 20~~___________, ~~1997,~~ ____ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semiannually~~ [monthly][quarterly][semi-annually] [if applicable, insert-(subject to deferral as set forth herein)] in arrears on ~~June 15 and December 15 in~~ [insert applicable Interest Payment Dates] of each year, commencing ~~December 15~~________, ~~1997~~ ____, at the rate of 10___% per annum, ~~subject to adjustments~~ [if applicable insert--together with Additional Sums, if any, as ~~described~~ provided in Section 10.6 of the ~~second following paragraph, in United States dollars,~~ Indenture] until the principal hereof is paid or duly provided ~~for~~for or made available for payment [if applicable, insert-- ; provided that any overdue principal, premium or Additional Sums and any overdue installment of interest shall bear Additional Interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), compounded [monthly][quarterly][semi-annually], from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. ~~Interest~~ The amount of interest payable for any period less than a full interest period shall be computed on the basis of a 360-day year ~~comprised~~ of twelve 30-day ~~months~~months and the actual days elapsed in a partial month in such period. The ~~Holder~~ amount of this Series A Security is entitled to the benefits of the Registration Rights Agreement (the "Registration Rights Agreement") among the Company and the Initial Purchasers, dated June 20, 1997, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security interest payable for any full interest period shall have the right to exchange this Security for 10% Senior Notes due 2007, Series B (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 60th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be ~~filed because of the request~~ computed by any Initial Purchaser, 30 days following the request by any such Initial Purchaser that the Company file the Shelf Registration Statement) or (d) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within dividing the applicable ~~period, as provided in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) above, a "Registration Default"), the interest~~ rate ~~borne~~ per annum by ~~the Series A Securities (except in the case of clause (c), in which case only the Series A Securities which have not been exchanged in the Exchange Offer)~~ [twelve/four/two]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in ~~such~~ the Indenture, be paid to the Person in whose name this Security (or ~~any~~ one or more Predecessor ~~Security~~Securities) is registered at the close of business on the Regular Record Date for such ~~interest~~interest installment [if applicable insert--, which shall be the ~~June 1~~ [____________ or ~~December 1~~ ____________] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date]. Any such interest not so punctually ~~paid,~~ paid or duly provided ~~for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful,~~ for shall forthwith cease to be payable to the Holder on such Regular Record ~~Date,~~ Date and may either be paid to the Person in whose name this Security (or ~~any~~ one or more Predecessor ~~Security~~Securities) is registered at the close of business on a Special Record Date for the payment of such ~~defaulted interest~~ Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. [If applicable, insert--So long as no Event of Default has occurred and is continuing, the Corporation shall have the right, at any time during the term of this ~~Indenture~~Security, from time to time to defer the payment of interest on this Security for up to ____ consecutive [monthly][quarterly][semi-annual] interest payment periods with respect to each deferral period (each an "Extension Period") [if applicable, insert--, during which Extension Periods the Corporation shall have the right to make partial payments of interest on any Interest Payment Date, and] at the end of which the Corporation shall pay all interest then accrued and unpaid (including any Additional Interest, as provided below); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security [if Stated Maturity can be shortened or extended, insert--, as then in effect,] and no such Extension Period may end on a date other than an Interest Payment Date; and provided further, however, that during any such Extension Period, the Corporation shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Corporation's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Corporation that rank pari passu in all respects with or junior in interest to this Security (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Corporation's capital stock (or any capital stock of a Subsidiary of the Corporation) for any class or series of the Corporation's capital stock or of any class or series of the Corporation's indebtedness for any class or series of the Corporation's capital stock, (c) the purchase of fractional interests in shares of the Corporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Corporation may further defer the payment of interest, provided that no Extension Period shall exceed ____ consecutive [monthly][quarterly][semi-annual] interest payment periods, extend beyond the Stated Maturity of the principal of this Security or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Corporation may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension shall bear Additional Interest (to the extent that the payment of such interest shall be legally enforceable) at the rate of ____% per annum, compounded [monthly][quarterly][semi- annually] and calculated as set forth in the first paragraph of this Security, from the dates on which amounts would otherwise have been due and payable until paid or made available for payment. The Corporation shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral [if applicable, insert--or so long as such Securities are held by [insert name of applicable Issuer Trust], at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of such Issuer Trust is required to give notice to holders of such Capital Securities of the record date or the date such Distributions are payable]. Payment of the principal ~~of,~~ of (and premium, if any, ) and interest ~~on,~~ on this ~~Security, and exchange or transfer of the Security,~~ Security will be made at the office or agency of the ~~Company in The City of New York~~ Corporation maintained for that purpose ~~(which initially will be the Corporate Trust Office~~ in [insert Place of ~~the Trustee), or at such other office or agency as may be maintained for such purpose~~Payment], in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private ~~debts~~debts [if applicable, insert--; provided, however, that at the option of the Corporation payment of interest may be made ~~at the option of the Company~~ (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register, or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register]. The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on such Holder's behalf to take such actions as may be necessary or appropriate to effectuate the ~~Security Register~~subordination so provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by such Holder's acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been ~~duly~~ executed by the Trustee referred to on the reverse hereof ~~or by the authenticating agent appointed as provided in the Indenture~~ by manual ~~signature of an authorized signer~~signature, this Security shall not be entitled to any benefit under the ~~Indenture,~~ Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Colonial Bancgroup Inc)

Form of Face of Security. ~~(a) The form~~ [If the Security is a Global Security, insert the legends required by Section 204 of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights AgreementIndenture] [If Restricted Securities, then insert - THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (~~A) the U.S. Global Security and each U.S. Physical Security shall bear the legend set forth below (the~~ THE "~~Private Placement Legend~~SECURITIES ACT") ~~on the face thereof and~~ AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (B1) ~~the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date:~~ TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.] [If a Regulation S Security, then insert -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF ~~1933, AS AMENDED~~ 1933 (THE "SECURITIES ACT")) AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY ~~STATE SECURITIES LAWS. NEITHER~~ U.S. PERSON, UNLESS THIS SECURITY ~~NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION~~ IS ~~EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A~~ REGISTERED UNDER THE SECURITIES ACT ~~("RULE 144A"))~~ OR ~~(B) IT~~ AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS ~~AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1)~~AVAILABLE.] NorthPoint Communications Group, (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION PURSUANT TO RULE 903 OR 904 OF REGULATION S, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A XXXXXX XXX [Each global security, whether or not an initial security, shall also bear the following legend on the face thereof:] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 10% SENIOR NOTES DUE 2007, SERIES A CUSIP NO. __________ No._______________ $__________________ Di Giorgio Corporation, a Delaware corporation (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________ or registered assigns, the principal sum of __________ United States dollars on June 15, 2007, at the office or agency of the Company referred to below, and to pay interest thereon from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on June 15 and December 15 in each year, commencing December 15, 1997 at the rate of 10% per annum, subject to adjustments as described in the second following paragraph, in United States dollars, until the principal hereof is paid or duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement (the "Registration Rights Agreement") among the Company and the Initial Purchasers, dated June 20, 1997, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this Security for 10% Senior Notes due 2007, Series B (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 60th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be filed because of the request by any Initial Purchaser, 30 days following the request by any such Initial Purchaser that the Company file the Shelf Registration Statement) or (d) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period, as provided in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) above, a "Registration Default"), the interest rate borne by the Series A Securities (except in the case of clause (c), in which case only the Series A Securities which have not been exchanged in the Exchange Offer) The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in this Indenture. Payment of the principal of, premium, if any, and interest on, this Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of New York maintained for that purpose (which initially will be the Corporate Trust Office of the Trustee), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual signature of an authorized signer, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.Inc.

Appears in 1 contract

Samples: Indenture (Northpoint Communications Group Inc)

Form of Face of Security. (a) The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then (A) the U.S. Global Security and each U.S. Physical Security shall bear the legend set forth below (the "Private Placement Legend") on the face thereof and (B) the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date: THIS THE SECURITY ~~HAS~~ EVIDENCED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON THEIR CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF ~~1933, AS AMENDED~~ 1933 (THE "SECURITIES ACT"~~), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN~~ ) AND MAY NOT BE ~~REOFFERED~~OFFERED, SOLD, ~~ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF IN~~ TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE ~~ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT~~ TRANSFEROR REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL ~~BUYER" (AS DEFINED IN~~ BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ("ACQUIRING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A", (2) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) ~~OR (B) IT~~ TO AN INSTITUTION THAT IS AN ~~INSTITUTIONAL "~~ACCREDITED ~~INVESTOR"~~ INVESTOR WITHIN THE MEANING OF RULE 501 (~~AS DEFINED IN RULE 501(A)(1~~A) (1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ~~ACT)~~ ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (~~AN "ACCREDITED INVESTOR"~~IF AVAILABLE) OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION PURSUANT TO RULE 903 OR 904 OF REGULATION S, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B5) PURSUANT TO A AN EFFECTIVE REGISTRATION STATEMENT ~~WHICH HAS BEEN DECLARED EFFECTIVE~~ UNDER THE SECURITIES ACT, AND (CB) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A XXXXXX XXX [Each global security, whether or not an initial security, shall also bear the following legend on the face thereof:] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH ~~THE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE~~ ALL APPLICABLE SECURITIES LAWS OF THE ~~DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO~~ STATES OF THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 10% SENIOR NOTES DUE 2007, SERIES A CUSIP NO. __________ No._______________ $__________________ Di Giorgio Corporation, a Delaware corporation (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________ or registered assigns, the principal sum of __________ United States dollars on June 15, 2007, at the office or agency of the Company referred to below, and to pay interest thereon from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on June 15 and December 15 in each year, commencing December 15, 1997 at the rate of 10% per annum, subject to adjustments as described in the second following paragraph, in United States dollars, until the principal hereof is paid or duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement (the "Registration Rights Agreement") among the Company and the Initial Purchasers, dated June 20, 1997, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this Security for 10% Senior Notes due 2007, Series B (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "SecuritiesUNITED STATES." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 60th calendar day following the date of original issue of the Series A SecuritiesHOMEBASE, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be filed because of the request by any Initial Purchaser, 30 days following the request by any such Initial Purchaser that the Company file the Shelf Registration Statement) or (d) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period, as provided in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) above, a "Registration Default"), the interest rate borne by the Series A Securities (except in the case of clause (c), in which case only the Series A Securities which have not been exchanged in the Exchange Offer) The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in this Indenture. Payment of the principal of, premium, if any, and interest on, this Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of New York maintained for that purpose (which initially will be the Corporate Trust Office of the Trustee), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual signature of an authorized signer, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purposeINC.

Appears in 1 contract

Samples: Indenture (Homebase Inc)

Form of Face of Security. ~~(a) The form of the face of any~~ [If a Series A ~~Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial~~ Security ~~is sold under an effective Registration Statement~~ or ~~(ii) an Initial Security is exchanged for~~ a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then (A) the U.S. Global Security and each U.S. Physical Security shall bear the legend set forth below (the "Private Placement Legend") on the face thereof and (B) the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date: constituting a Transfer Restricted Security--THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION SOLD EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ~~ACT ("RULE 144A")~~ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE ~~TRANSACTION PURSUANT TO RULE 903 OR 904 OF REGULATION S~~TRANSACTION, (2) AGREES ~~TO OFFER, SELL~~ THAT IT WILL NOT WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER ~~SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF~~ THIS SECURITY ~~(OR ANY PREDECESSOR OF THIS SECURITY) ONLY~~ EXCEPT (A) TO THE ~~COMPANY~~ISSUER OR ANY SUBSIDIARY THEREOF, (B) ~~PURSUANT~~ INSIDE THE UNITED STATES TO A ~~REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE~~ QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) ~~FOR SO LONG AS~~ INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), (D) OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS IN OFFSHORE TRANSACTIONS MEETING THE REQUIREMENTS OF RULE 904 UNDER REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS ~~ELIGIBLE FOR RESALE PURSUANT~~ TRANSFERRED A NOTICE SUBSTANTIALLY TO ~~RULE 144A XXXXXX XXX [Each global security, whether or not an initial security, shall also bear the following legend on the face thereof:] THIS SECURITY IS A GLOBAL SECURITY WITHIN~~ THE ~~MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS~~ EFFECT OF THIS ~~GLOBAL SECURITY SHALL BE LIMITED~~ LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO ~~TRANSFERS IN WHOLE~~THEM BY REGULATION S UNDER THE SECURITIES ACT.] KCS ENERGY, ~~BUT NOT IN PART~~INC. 11% Senior Note due 2003, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 10% SENIOR NOTES DUE 2007, SERIES A CUSIP NO. ______Series ____ No.~~__________~~_____ $____________ CUSIP No. ___________ ~~Di Giorgio Corporation~~KCS Energy, Inc., a Delaware corporation (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________ or registered ~~assigns,~~ assigns the principal sum of __________ ~~United States dollars~~ Dollars on ~~June~~ January 15, ~~2007~~2003, at the office or agency of the Company referred to below, and to pay interest ~~thereon from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on June 15 and December 15 in each year~~thereon, commencing ~~December~~ [if a Series A Security--on July 15, 1997 at the rate of 10% per annum, subject to adjustments as described in the second following paragraph, in United States dollars, until the principal hereof is paid or duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement (the "Registration Rights Agreement") among the Company 1996 and the Initial Purchasers, dated June 20, 1997, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this Security for 10% Senior Notes due 2007, Series B (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 60th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be filed because of the request by any Initial Purchaser, 30 days following the request by any such Initial Purchaser that the Company file the Shelf Registration Statement) or (d) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period, as provided in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) above, a "Registration Default"), the interest rate borne by the Series A Securities (except in the case of clause (c), in which case only the Series A Securities which have not been exchanged in the Exchange Offer) The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in this Indenture. Payment of the principal of, premium, if any, and interest on, this Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of New York maintained for that purpose (which initially will be the Corporate Trust Office of the Trustee), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual signature of an authorized signer, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.continuing

Appears in 1 contract

Samples: Indenture (KCS Energy Inc)

Form of Face of Security. ~~(a) The form~~ TRIANGLE BANCORP, INC. [Title of Security] [If the ~~face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial~~ Security is ~~sold under an effective Registration Statement or (ii) an Initial Security is exchanged for~~ a ~~Series B Security in connection with an effective Registration Statement~~Restricted Security, in each case pursuant to the Registration Rights Agreement, then (A) the U.S. Global Security and each U.S. Physical Security shall bear the legend set forth below (the "Private Placement Legend") on the face thereof and (B) the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date: THIS SECURITY HAS insert -- THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"~~), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN~~ ) AND MAY NOT BE ~~REOFFERED~~OFFERED, SOLD, ~~ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT~~ TRANSFERRED EXCEPT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT BY ANY INITIAL INVESTOR THAT IS NOT A ~~U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION PURSUANT TO~~ QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 903 OR 904 OF REGULATION S, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE 144A UNDER THE SECURITIES ACT, (CI) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ~~SO LONG AS THIS SECURITY IS ELIGIBLE~~ ITS OWN ACCOUNT OR FOR ~~RESALE~~ THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE ~~144A XXXXXX XXX [Each global security~~144 THEREUNDER (IF AVAILABLE), ~~whether or not an initial security, shall also bear the following legend on the face thereof:] THIS SECURITY~~ OR (B) BY AN INITIAL INVESTOR THAT IS A ~~GLOBAL SECURITY WITHIN~~ QUALIFIED INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE ~~MEANING~~ REGISTRATION REQUIREMENTS OF THE ~~INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED~~ SECURITIES ACT, AND, IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 10% SENIOR NOTES DUE 2007, SERIES A CUSIP NO. __________ No._______________ $__________________ Di Giorgio Corporation, a Delaware corporation (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________ or registered assigns, the principal sum of __________ United States dollars on June 15, 2007, at the office or agency of the Company referred to below, and to pay interest thereon from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on June 15 and December 15 in each year, commencing December 15, 1997 at the rate of 10% per annum, subject to adjustments as described in the second following paragraph, in United States dollars, until the principal hereof is paid or duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement (the "Registration Rights Agreement") among the Company and the Initial Purchasers, dated June 20, 1997, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this Security for 10% Senior Notes due 2007, Series B (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 60th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be filed because of the request by any Initial Purchaser, 30 days following the request by any such Initial Purchaser that the Company file the Shelf Registration Statement) or (d) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period, as provided in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) above, a "Registration Default"), the interest rate borne by the Series A Securities (except in the case of clause (c), in which case only the Series A Securities which have not been exchanged in the Exchange Offer) The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in this Indenture. Payment of the principal of, premium, if any, and interest on, this Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of New York maintained for that purpose (which initially will be the Corporate Trust Office of the Trustee), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual signature of an authorized signer, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.EACH CASE IN

Appears in 1 contract

Samples: Junior Subordinated Indenture (Triangle Capital Trust)

Form of Face of Security. ~~(a) The form of the face of any Series~~ INCLUDE IF SECURITY IS A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then (A) the U.S. Global Security and each U.S. Physical Security shall bear the legend set forth below (the "Private Placement Legend") on the face thereof and (B) the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date: RESTRICTED SECURITY -- THIS SECURITY ~~HAS NOT BEEN REGISTERED~~ (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ~~OR ANY STATE SECURITIES LAWS. NEITHER~~ AND THIS SECURITY ~~NOR ANY INTEREST OR PARTICIPATION HEREIN~~ AND THE COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY NOT BE ~~REOFFERED~~OFFERED, ~~SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED~~ SOLD OR OTHERWISE ~~DISPOSED OF~~ TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ~~UNLESS SUCH TRANSACTION~~ AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS ~~EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW~~HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ~~BY ITS ACQUISITION HEREOF,~~ THE HOLDER ~~(1) REPRESENTS~~ OF THIS SECURITY AGREES FOR THE BENEFIT OF AGILENT TECHNOLOGIES, INC. THAT (A) IT THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL ~~BUYER"~~ BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ~~ACT ("~~ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A", (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) ~~OR (B) IT~~ TO AN INSTITUTIONAL INVESTOR THAT IS AN ~~INSTITUTIONAL "~~ACCREDITED ~~INVESTOR" (AS DEFINED IN~~ INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ~~ACT) (~~ACT PURSUANT TO AN ~~"ACCREDITED INVESTOR")~~ EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IF AVAILABLE OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION PURSUANT TO RULE 903 OR 904 OF REGULATION S, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (BV) PURSUANT TO A AN EFFECTIVE REGISTRATION STATEMENT ~~WHICH HAS BEEN DECLARED EFFECTIVE~~ UNDER THE SECURITIES ACT, IN EACH OF CASES (CI) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR ~~SO LONG AS~~ RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. THE HOLDER OF THIS SECURITY IS ~~ELIGIBLE~~ SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, A REGISTRATION RIGHTS AGREEMENT, DATED AS OF NOVEMBER 27, 2001, ENTERED INTO BY THE COMPANY FOR ~~RESALE PURSUANT~~ THE BENEFIT OF CERTAIN HOLDERS OF SECURITIES FROM TIME TO ~~RULE 144A XXXXXX XXX~~ TIME.] [~~Each global security, whether or not an initial security, shall also bear the following legend on the face thereof:]~~ INCLUDE IF SECURITY IS A GLOBAL SECURITY -- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF A THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A ~~SUCCESSOR DEPOSITARY~~NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY, A NEW YORK CORPORATION~~ COMPANY ("DTC"), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~EXCHANGE OR PAYMENT, ~~OR PAYMENT~~ AND ANY ~~SUCH~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, ~~PLEDGE,~~ PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~INASMUCH~~ IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT AND IS SUBJECT TO THE RULES FOR DEBT INSTRUMENTS WITH CONTINGENT PAYMENTS UNDER TREASURY REGULATIONS (S) 1.1275-4(b). ~~10% SENIOR NOTES DUE 2007~~FOR INFORMATION REGARDING THE ISSUE PRICE, ~~SERIES A CUSIP NO~~THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, THE YIELD TO MATURITY, THE "COMPARABLE YIELD" AND PROJECTED PAYMENT SCHEDULE FOR THIS SECURITY, YOU SHOULD CONTACT: INVESTOR RELATIONS DEPARTMENT, AGILENT TECHNOLOGIES, INC., 395 PAGE MILL ROAD, PALO ALTO, CA 94306. XXXXXXX XXXXXXXXXXXX, XXX. ____~~______~~ % Senior Convertible Debentures Due 2021 No~~._______________~~ . [ ] CUSIP NO. [ ] U.S. $~~__________________ Di Giorgio Corporation~~[ ] Agilent Technologies, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware ~~corporation~~ (herein called the "Company," "), which term includes any successor ~~Person~~ corporation under the Indenture ~~hereinafter~~ referred toto on the reverse hereof), for value ~~received,~~ received hereby promises to pay to ___________ , or registered assigns, the principal sum of ~~__________~~ [ ] United States dollars on June 15, 2007, at the office or agency of the Company referred to below, and to pay interest thereon from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on June 15 and December 15 in each year, commencing December 15, 1997 at the rate of 10% per annum, subject to adjustments as described in the second following paragraph, in United States dollars, until the principal hereof is paid or duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series Dollars ($ ) [INCLUDE IF SECURITY IS A Security is entitled to the benefits of the Registration Rights Agreement (the "Registration Rights Agreement") among the Company and the Initial Purchasers, dated June 20, 1997, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this Security for 10% Senior Notes due 2007, Series B (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 60th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be filed because of the request by any Initial Purchaser, 30 days following the request by any such Initial Purchaser that the Company file the Shelf Registration Statement) or (d) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period, as provided in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) above, a "Registration Default"), the interest rate borne by the Series A Securities (except in the case of clause (c), in which case only the Series A Securities which have not been exchanged in the Exchange Offer) The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in this Indenture. Payment of the principal of, premium, if any, and interest on, this Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of New York maintained for that purpose (which initially will be the Corporate Trust Office of the Trustee), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register. GLOBAL SECURITY Reference is ~~hereby~~ made to the further provisions of this Security set forth on the reverse hereof, ~~which~~ including, without limitation, provisions giving the Company the right to repurchase this Security commencing December 6, 2004 and the Holder of this Security the right to convert this Security into Common Stock of the Company and the right to require the Company to repurchase this Security on certain dates and upon certain events, in each case, on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture. Such further provisions shall for all purposes have the same effect as if though fully set forth at this place. ~~Unless~~ This Security shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State. This Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon ~~has~~ shall have been ~~duly executed~~ manually signed by the Trustee ~~referred to on the reverse hereof~~ or ~~by the~~ a duly authorized authenticating agent ~~appointed as provided in the Indenture by manual signature of an authorized signer, this Security shall not be entitled to any benefit~~ under the Indenture~~, or be valid or obligatory for any purpose~~.

Appears in 1 contract

Samples: Indenture (Agilent Technologies Inc)

Appears in 1 contract

Samples: Indenture (RSL Communications LTD)

Form of Face of Security. ~~(a) The form of the face of any Series~~ [INCLUDE IF SECURITY IS A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then (A) the U.S. Global Security and each U.S. Physical Security shall bear the legend set forth below (the "Private Placement Legend") on the face thereof and (B) the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date: RESTRICTED SECURITY -- THIS SECURITY ~~HAS NOT BEEN REGISTERED~~ (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ~~OR ANY STATE SECURITIES LAWS. NEITHER~~ AND THIS SECURITY ~~NOR ANY INTEREST OR PARTICIPATION HEREIN~~ AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY NOT BE ~~REOFFERED~~OFFERED, ~~SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED~~ SOLD OR OTHERWISE ~~DISPOSED OF~~ TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ~~UNLESS SUCH TRANSACTION~~ AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS ~~EXEMPT FROM,~~ HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A OR ~~NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW~~REGULATION S THEREUNDER. ~~BY ITS ACQUISITION HEREOF,~~ THE HOLDER ~~(1) REPRESENTS~~ OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) IT THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL ~~BUYER"~~ BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ~~ACT ("~~ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A~~")) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1)~~, (~~2), (3~~II) ~~OR (7) UNDER~~ OUTSIDE THE ~~SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY~~ UNITED STATES IN AN OFFSHORE TRANSACTION ~~PURSUANT TO~~ IN ACCORDANCE WITH RULE ~~903 OR~~ 904 OF REGULATION S, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (CIII) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THE SECURITIES EXCEPT AS PERMITTED UNDER THE SECURITIES ACT. THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR ~~SO LONG AS~~ RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. THE HOLDER OF THIS SECURITY IS ~~ELIGIBLE~~ SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, A REGISTRATION RIGHTS AGREEMENT, DATED AS OF OCTOBER 31, 2003, ENTERED INTO BY THE COMPANY FOR ~~RESALE PURSUANT~~ THE BENEFIT OF CERTAIN HOLDERS OF SECURITIES FROM TIME TO ~~RULE 144A XXXXXX XXX~~ TIME.] [~~Each global security, whether or not an initial security, shall also bear the following legend on the face thereof:]~~ INCLUDE IF SECURITY IS A GLOBAL SECURITY -- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF A THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A ~~SUCCESSOR DEPOSITARY~~NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY, A NEW YORK CORPORATION~~ COMPANY ("DTC"), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~EXCHANGE OR PAYMENT, ~~OR PAYMENT~~ AND ANY ~~SUCH~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, ~~PLEDGE,~~ PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~INASMUCH~~ IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ~~10%~~ THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT. HOLDERS NEEDING INFORMATION ABOUT THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT OR THE YIELD TO MATURITY MAY CONTACT JDS UNIPHASE CORPORATION INVESTOR RELATIONS OR THE COMPANY'S CONTROLLER, AT 1768 AUTOMATION PARKWAY, SAN JOSE, CA 95131, USA, TELEPHONE NUMBER 408-000-0000.] [XXXXXXX XX XXX XXXXXXXX XS NOT A GLOBAL SECUXXXX -- XXX NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS (A) A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) A NON-U.S. PERSON; (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THIS NOTE OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE EXCEPT (A) TO THE COMPANY, OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (3) PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE), IT WILL FURNISH TO THE BANK OF NEW YORK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS NOTE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE BANK OF NEW YORK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE). IF TRANSFEREE IS A PURCHASER WHO IS NOT A UNITED STATES PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE BANK OF NEW YORK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS SUCH TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS NOTE PURSUANT TO CLAUSE 2(E) ABOVE OR UPON ANY TRANSFER OF THIS NOTE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION). AS USED HEREIN, THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTION.] JDS UNIPHASE CORPORATION ZERO COUPON SENIOR CONVERTIBLE NOTES DUE ~~2007, SERIES A~~ 2010 No. [ ] CUSIP NO. ~~__________ No._______________~~ [ ] U.S. $~~__________________ Di Giorgio~~ [ ] JDS Uniphase Corporation, a corporation duly organized and validly existing under the laws of the State of Delaware ~~corporation~~ (herein called the "~~Company,"~~ COMPANY", which term includes any successor ~~Person~~ corporation under the Indenture ~~hereinafter~~ referred toto on the reverse hereof), for value ~~received,~~ received hereby promises to pay to ___________ , or registered assigns, the principal sum of ~~__________~~ [ ] United States ~~dollars~~ Dollars ($ ) [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- (which amount may from time to time be increased or decreased by adjustments made on ~~June~~ the records of the Trustee, as custodian for the Depositary, in accordance with the rules and procedures of the Depositary)] on November 15, ~~2007, at the office or agency~~ 2010. Payment of the Company referred to below, and to pay interest thereon from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on June 15 and December 15 in each year, commencing December 15, 1997 at the rate principal of ~~10% per annum, subject to adjustments as described in the second following paragraph, in United States dollars, until the principal hereof is paid or duly provided for. Interest~~ this Security shall be ~~computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled~~ made by check mailed to the ~~benefits~~ address of the Registration Rights Agreement (the "Registration Rights Agreement") among the Company and the Initial Purchasers, dated June 20, 1997, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security ~~shall have~~ specified in the ~~right to exchange this Security for 10% Senior Notes due 2007~~register of Securities, ~~Series B (herein called~~ or, at the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 60th calendar day following the date of original issue option of the ~~Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date~~ Holder of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be filed because of the request by any Initial Purchaser, 30 days following the request by any such Initial Purchaser that the Company file the Shelf Registration Statement) or (d) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period, as provided in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) above, a "Registration Default"), the interest rate borne by the Series A Securities (except in the case of clause (c), in which case only the Series A Securities which have not been exchanged in the Exchange Offer) The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in this Indenture. Payment of the principal of, premium, if any, and interest on, this Security, ~~and exchange or transfer of the Security, will be made~~ at ~~the office or agency of the Company in The City of New York maintained for that purpose (which initially will be~~ the Corporate Trust ~~Office of the Trustee), or at such other office or agency as may be maintained for such purpose~~Office, in such ~~coin or currency~~ lawful money of the United States of America as at the time of payment is shall be legal tender for the payment of public and private debts~~; provided~~. The Issue Date of this Security is [______, ~~however, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register~~____]. Reference is ~~hereby~~ made to the further provisions of this Security set forth on the reverse hereof, ~~which~~ including, without limitation, provisions giving the Holder of this Security the right to convert this Security into Common Stock of the Company in certain circumstances and the right to require the Company to repurchase this Security upon certain events on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture. Such further provisions shall for all purposes have the same effect as if though fully set forth at this place. ~~Unless~~ This Security shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State. This Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon ~~has~~ shall have been ~~duly executed~~ manually signed by the Trustee ~~referred to on the reverse hereof~~ or ~~by the~~ a duly authorized authenticating agent ~~appointed as provided in the Indenture by manual signature of an authorized signer, this Security shall not be entitled to any benefit~~ under the Indenture~~, or be valid or obligatory for any purpose~~.

Appears in 1 contract

Samples: Indenture (JDS Uniphase Corp /Ca/)

Form of Face of Security. (a) The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security in connection with an effective Registration Statement[IF THE SECURITY IS AN INITIAL SECURITY, in each case pursuant to the Registration Rights Agreement, then (A) the U.S. Global Security and each U.S. Physical Security shall bear the legend set forth below (the "Private Placement Legend") on the face thereof and (B) the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date: INSERT - THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ~~OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN~~ AND, ACCORDINGLY, MAY NOT BE ~~REOFFERED~~OFFERED, SOLD, ~~ASSIGNED, TRANSFERRED,~~ PLEDGED, ~~ENCUMBERED~~ OR OTHERWISE ~~DISPOSED OF IN~~ TRANSFERRED WITHIN THE ~~ABSENCE OF SUCH REGISTRATION~~ UNITED STATES OR ~~UNLESS SUCH TRANSACTION IS EXEMPT FROM~~TO, OR ~~NOT SUBJECT TO~~FOR THE ACCOUNT OR BENEFIT OF, ~~REGISTRATION~~ U.S. PERSONS, EXCEPT AS SET FORTH ~~BELOW~~IN THE SECOND SENTENCE HEREOF. BY ITS ACQUISITION ~~HEREOF~~HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ~~ACT~~ ACT) ("~~RULE 144A~~QIB")) OR (B) IT ~~IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND~~ IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION ~~PURSUANT TO RULE 903 OR 904 OF~~ IN COMPLIANCE WITH REGULATION S, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) ~~FOR SO LONG AS~~ IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE NOTE ISSUER) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS ~~ELIGIBLE FOR RESALE PURSUANT~~ TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERM "OFFSHORE TRANSACTION" AND "UNITED STATES"HAVE THE MEANINGS GIVEN TO THEM BY RULE ~~144A XXXXXX XXX~~ 902 OF REGULATION S UNDER THE SECURITIES ACT. THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT IN AGGREGATE PRINCIPAL AMOUNTS OF DM 100,000 OR MORE EXCEPT IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT] [~~Each global security~~IF THE SECURITY IS A GLOBAL SECURITY, ~~whether or not an initial security, shall also bear the following legend on the face thereof:]~~ INSERT--THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF ~~A DEPOSITARY~~ THE DEPOSITORY TRUST COMPANY (THE "DEPOSITORY") OR A NOMINEE OF THE DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A ~~DEPOSITARY~~ PERSON OTHER THAN THE DEPOSITORY OR ~~A SUCCESSOR DEPOSITARY. TRANSFERS~~ ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS ~~GLOBAL~~ SECURITY ~~SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES~~ (OTHER THAN A TRANSFER OF ~~CEDE & CO. OR~~ THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A ~~SUCCESSOR THEREOF~~ NOMINEE OF THE DEPOSITORY OR ~~SUCH SUCCESSOR'S~~ BY A NOMINEE ~~AND TRANSFERS~~ OF ~~PORTIONS~~ THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF ~~THIS GLOBAL SECURITY SHALL~~ THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED ~~TO TRANSFERS MADE IN ACCORDANCE WITH THE~~ CIRCUMSTANCES. UNLESS THIS ~~CERTIFICATE~~ SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY~~COMPANY (55 WATEX XXXXXX, ~~A NEW YORK CORPORATION ("DTC"), TO THE COMPANY~~ XXX XXXX) XX FMC TRUST FINANCE S.A.R.L LUXEMBOURG OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~EXCHANGE OR PAYMENT, ~~OR PAYMENT~~ AND ANY ~~SUCH CERTIFICATE~~ SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~DTC (~~THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO~~. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)~~., ANY TRANSFER, ~~PLEDGE,~~ PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ~~OR TO ANY~~ A PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN~~. 10~~.] FMC TRUST FINANCE S.A.R.L. LUXEMBOURG 7 3/8% SENIOR SUBORDINATED NOTES DUE ~~2007~~FEBRUARY 1, ~~SERIES A CUSIP~~ 2008 GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY FRESENIUS MEDICAL CARE AG AND CERTAIN OF ITS SUBSIDIARIES NO. ~~__________ No._______________ $__________________ Di Giorgio Corporation~~DM FMC TRUST FINANCE S.A.R.L. LUXEMBOURG, a ~~Delaware corporation~~ private limited company (~~herein~~ Societe a responsabilite limitee) organized and existing under the laws of Luxembourg (hereinafter called the "~~Company,"~~ Note Issuer", which term includes any successor ~~Person~~ corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ~~___________~~ , or registered assigns, the principal sum of ~~__________ United States dollars~~ Deutsche Marks on ~~June 15~~February 1, ~~2007, at the office or agency of the Company referred to below, and~~ 2008. The Note Issuer further promises to pay interest ~~thereon from June 20~~on said principal sum quarterly in arrears on February 1, ~~1997~~May 1, ~~or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on June 15~~ August 1 and ~~December 15 in~~ November 1 of each year, commencing ~~December 15~~May 1, ~~1997~~ 1998, (each such date, an "Interest Payment Date") at the rate of 107 3/8% per annum, ~~subject to adjustments as described in the second following paragraph~~(plus Additional Amounts and Additional Sums, ~~in United States dollars,~~ if any) until the principal hereof is paid or duly provided ~~for~~for or made available for payment and on any overdue principal and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any interest which is in arrears more than a quarter at the rate of 7 3/8% per annum, compounded quarterly. ~~Interest~~ The amount of interest payable for any period shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement (the "Registration Rights Agreement") among the Company and the Initial Purchasers, dated June 20, 1997, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this Security for 10% Senior Notes due 2007, Series B (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 60th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be filed because of the request by any Initial Purchaser, 30 days following the request by any such Initial Purchaser that the Company file the Shelf Registration Statement) or (d) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period, as provided in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) above, a "Registration Default"), the interest rate borne by the Series A Securities (except in the case of clause (c), in which case only the Series A Securities which have not been exchanged in the Exchange Offer) The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in this Indenture. Payment of the principal of, premium, if any, and interest on, this Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of New York maintained for that purpose (which initially will be the Corporate Trust Office of the Trustee), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual signature of an authorized signer, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Senior Subordinated Indenture (Fresenius National Medical Care Holdings Inc)

Form of Face of Security. ~~(a) The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial~~ [If a Global Security ~~is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security~~ issued in ~~connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement~~bearer form, then (A) the U.S. Global Security and each U.S. Physical Security shall bear the legend set forth below (the "Private Placement Legend") on the face thereof and (B) the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION PURSUANT TO RULE 903 OR 904 OF REGULATION S, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A XXXXXX XXX [Each global security, whether or not an initial security, shall also bear the following legend on the face thereof:] insert -- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS ~~REGISTERED~~ HELD BY THE BOOK-ENTRY DEPOSITARY (AS DEFINED IN THE ~~NAME~~ INDENTURE GOVERNING THIS SECURITY) IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF. THIS SECURITY IS NOT EXCHANGEABLE IN WHOLE OR IN PART OR TRANSFERABLE IN WHOLE OR IN PART EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] [If Restricted Securities, then insert -- THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A ~~DEPOSITARY~~ QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTION THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A ~~NOMINEE~~ TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF ~~A DEPOSITARY~~ THE SECURITIES ACT (IF AVAILABLE), OR ~~A SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED~~ (5) PURSUANT TO ~~TRANSFERS~~ AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN ~~WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE~~ EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.] [If a Regulation S Security, then insert -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THIS ~~CERTIFICATE~~ SECURITY IS ~~PRESENTED BY~~ REGISTERED UNDER THE SECURITIES ACT OR AN ~~AUTHORIZED REPRESENTATIVE~~ EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.] FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE ~~DEPOSITORY TRUST COMPANY~~INTERNAL REVENUE CODE OF 1986, ~~A NEW YORK CORPORATION ("DTC")~~AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, AS OF THE ISSUE DATE, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. FOR INFORMATION REGARDING THE ISSUE PRICE OF THIS SECURITY, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE OF THIS SECURITY AND THE YIELD TO MATURITY, PLEASE CONTACT THE ~~COMPANY OR ITS AGENT FOR REGISTRATION~~ GLOBAL CONTROLLER, CARE OF ~~TRANSFER~~RSL COMMUNICATIONS N. AMERICA, ~~EXCHANGE~~000 XXXXX XXXXXX, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)XXXXX 0000, ~~ANY TRANSFER~~XXX XXXX, ~~PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO~~XXX XXXX 00000.~~, HAS AN INTEREST HEREIN. 10~~ 10 1 8% SENIOR DISCOUNT NOTES DUE ~~2007, SERIES A~~ 2008 [IF RESTRICTED GLOBAL SECURITY - CUSIP NO. ~~__________~~ 74972E AB 4] [IF REGULATION S SECURITY - CUSIP NO. G7703A AB 1] [IF REGULATION S GLOBAL SECURITY - ISIN NO. - USGT103A AB 10] No~~._____~~. __________ $______________~~___~~_ ~~Di Giorgio Corporation~~RSL Communications PLC, a ~~Delaware~~ United Kingdom corporation (herein called the "~~Company,"~~ Issuer", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [If this Security is a Global Security issued in bearer form, then insert: the bearer hereof] [If this Security is not a Global Security issued in bearer form, then insert: ___________ ___, or registered assigns], the principal sum of ______________ ~~United States dollars~~ Dollars [if this Security is a Global Security, then insert: (which principal amount may from time to time be increased or decreased to such other principal amounts by adjustments made on ~~June 15, 2007, at~~ the ~~office or agency~~ records of the ~~Company~~ Trustee hereinafter referred to ~~below~~in accordance with the Indenture)] on March 1, 2008, and to pay interest thereon from ~~June 20~~March 1, ~~1997,~~ 20003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semiannually~~ semi-annually on ~~June 15~~ March 1 and ~~December 15~~ September 1 in each year, commencing ~~December 15~~March 1, ~~1997~~ 2003 at the rate of 10101/8% per annum~~, subject to adjustments as described in the second following paragraph, in United States dollars~~, until the principal hereof is paid or ~~duly provided for. Interest~~ made available for payment; provided, however, that no interest shall accrue on the principal amount of this Security prior to March 1, 2003 and no interest shall be ~~computed~~ paid on this Security prior to September 1, 2003; [If Original Securities, then insert: provided further, however, that if the ~~basis~~ Issuer has not filed a registration statement (the "Exchange Offer Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), registering a ~~360-day year comprised of twelve 30-day months. The Holder of~~ security substantially identical to this ~~Series A~~ Security ~~is entitled~~ (except that such Security will not contain terms with respect to the ~~benefits~~ Special Interest payments described below or transfer restrictions) pursuant to an exchange offer (the "Exchange Offer") (or, in lieu thereof, a registration statement registering this Security for resale (a "Resale Registration Statement")), and (i) the Exchange Offer has not been completed by 270 days after the date of the Indenture (if the Exchange Offer is then required to be made pursuant to the Exchange and Registration Rights Agreement (the "Exchange and Registration Rights Agreement"), by and between the Issuer, the Guarantor, as defined in the Indenture, the Purchasers (as defined therein) ~~among the Company~~ and the ~~Initial Purchasers, dated June 20, 1997, pursuant~~ Holders from time to ~~which, subject~~ time of the Securities) or (ii) any Resale Registration Statement required to be filed by the Exchange and Registration Rights Agreement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted therein) without being succeeded promptly by an additional registration statement filed and declared effective upon the terms and conditions ~~thereof, the Company is obligated to consummate~~ set forth in the Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this Security for 10% Senior Notes due 2007, Series B (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 60th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be filed because of the request by any Initial Purchaser, 30 days following the request by any such Initial Purchaser that the Company file the Shelf Registration Statement) or (d) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period, as provided in the Registration Rights Agreement (each such event referred to in clauses (ai) ~~through~~ and (~~d) above~~ii), a "Registration Default"), then interest will accrue (in addition to the stated interest on the Securities) (the "Step-Up") at a rate of 0.5% per annum, determined daily, on the Accreted Value of the Securities, from the period from and including the date of occurrence of the Registration Default to but excluding such date (the "Step-Down Date") as no Registration Default is in effect (commencing on which date such interest rate ~~borne by~~ will be restored to its initial rate). Interest accruing as a result of the ~~Series A Securities~~ Step-Up is referred to herein as "Special Interest." Accrued Special Interest, if any, shall be paid semi-annually on March 1 and September 1 in each year; and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. Any accrued and unpaid interest (~~except~~ including Special Interest) on this Security upon the issuance of an Exchange Security (as defined in the ~~case of clause~~ Indenture) in exchange for this Security shall cease to be payable to the Holder hereof but such accrued and unpaid interest (c)including Special Interest) shall be payable on the next March 1 or September 1 to the Holder thereof [if not a Global Security in bearer form, ~~in which case only~~ insert: on the ~~Series A Securities which have not been exchanged in the Exchange Offer)~~ related Regular Record Date].] The interest so payable, and punctually paid or duly provided for, on any ~~Interest Payment Date~~ such interest payment date will, as provided in such Indenture, be paid to [If this Security is a Global Security issued in bearer form, then insert: the bearer hereof on the Interest Payment Date] [If this Security is not a Global Security issued in bearer form, then insert: the Person in whose name this Security (or ~~any~~ one or more Predecessor ~~Security~~Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be ~~the June 1~~ February 15 or ~~December 1~~ August 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date]. Any such interest not so punctually ~~paid,~~ paid or duly provided ~~for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall~~ for will forthwith cease to be payable to the Holder on such ~~Regular Record Date,~~ Interest Payment Date and may either be paid to [If this Security is a Global Security issued in bearer form, then insert: the bearer hereof on the Special Payment Date] [If this Security is not a Global Security issued in bearer form, then insert: the Person in whose name this Security (or ~~any~~ one or more Predecessor ~~Security~~Securities) is registered at the close of business on a Special Record Date for the payment of such ~~defaulted interest~~ Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, ,] or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in ~~this~~ said Indenture. ~~Payment~~ Under certain circumstances described in the Indenture, the Issuer (or the Guarantor) also shall pay Additional Amounts to the Holders of Securities equal to an amount that the Issuer or Guarantor, as the case may be, may be required to withhold or deduct for or on account of Taxes imposed by a Taxing Authority within the United Kingdom or Bermuda, as the case may be, from any payment made under or with respect to the Securities or the Securities Guarantee. In the case of a default in payment of principal ~~of,~~ (or Accreted Value) of and premium, if any, on this Security upon acceleration or redemption, interest shall be payable pursuant to the preceding paragraph on such overdue principal (or Accreted Value) (and premium, if any), such interest shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of 121/8% per annum (to the extent that the payment of such interest shall be legally enforceable), and shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest on unpaid interest shall also be payable on demand. [If this Security is a Global Security issued in bearer form, then insert: The Issuer will pay interest, if any, on this Security to the bearer of this Security. The Holder of this Security must surrender this Security to the Trustee to collect principal payments.] Payment of the principal of (and premium, if any) and interest ~~on,~~ on this ~~Security, and exchange or transfer of the Security,~~ Security will be made at the corporate trust office of the Trustee and at the office or agency of the ~~Company~~ Issuer maintained for that purpose in the Borough of Manhattan, The City of New ~~York maintained for that purpose (which initially will be the Corporate Trust Office of the Trustee)~~York, or New York, and at ~~such~~ any other office or agency ~~as may be~~ maintained by the Issuer for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer payment of interest may be made ~~at the option of the Company~~ by check mailed to the address of the Person entitled thereto as such address [If this Security is a Global Security in bearer form, then insert: is specified by the bearer hereof] [If this Security is a Definitive Security, then insert: shall appear on in the Security Register]. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been ~~duly~~ executed by the Trustee referred to on the reverse hereof ~~or by the authenticating agent appointed as provided in the Indenture~~ by manual ~~signature of an authorized signer~~signature, this Security shall not be entitled to any benefit under the ~~Indenture,~~ Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Indenture (RSL Communications LTD)

Appears in 1 contract

Samples: Indenture (Grubb & Ellis Co)

Form of Face of Security. ~~(a) The form~~ CENTURA BANKS, INC. [Title of Security] [If the ~~face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial~~ Security is ~~sold under an effective Registration Statement or (ii) an Initial Security is exchanged for~~ a ~~Series B Security in connection with an effective Registration Statement~~Restricted Security, ~~in each case pursuant to the Registration Rights Agreement, then (A) the U.S. Global Security and each U.S. Physical Security shall bear the legend set forth below (the~~ insert "Private Placement Legend") on the face thereof and (B) the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date: THIS SECURITY HAS THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF ~~1933, AS AMENDED~~ 1933 (THE "SECURITIES ACT"~~), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN~~ ) AND MAY NOT BE ~~REOFFERED~~OFFERED, SOLD, ~~ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT~~ TRANSFERRED EXCEPT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT BY ANY INITIAL INVESTOR THAT IS NOT A ~~U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION PURSUANT TO~~ QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 903 OR 904 OF REGULATION S, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE 144A UNDER THE SECURITIES ACT, (C1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER ACQUIRING FOR ~~SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE~~ ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE ~~144A XXXXXX XXX [Each global security, whether or not an initial security, shall also bear the following legend on the face thereof:] THIS SECURITY~~ 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) BY ANY INITIAL INVESTOR THAT IS A ~~GLOBAL SECURITY WITHIN~~ QUALIFIED INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, (1) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ~~MEANING~~ SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND, IN EACH CASE (A) AND (B), IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN BOOK-ENTRY FORM AND MAY NOT BE TRANSFERRED WITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, AS PROVIDED IN THE INDENTURE ~~HEREINAFTER~~ REFERRED TO ~~AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY~~BELOW." No. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 10% SENIOR NOTES DUE 2007, SERIES A CUSIP NO. __________ No._______________ $_________~~________~~_ ~~Di Giorgio Corporation~~CENTURA BANKS, INC., a ~~Delaware~~ North Carolina corporation (~~herein~~ hereinafter called the "~~Company,"~~ Corporation", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________ _____, or registered assigns, the principal sum of __________ ~~United States dollars~~ Dollars on ~~June 15~~_________, ~~2007~~____ [if the Security is a Global Security, at then insert, if applicable X, or such other principal amount represented hereby as may be set forth in the ~~office or agency~~ records of the ~~Company~~ Securities Registrar hereinafter referred to ~~below~~in accordance with the Indenture] [; provided that the Corporation may shorten the Stated Maturity of the principal of this Security to a date not earlier than __________, ~~and~~ in the circumstances described on the reverse hereof]. The Corporation further promises to pay interest ~~thereon~~ on said principal sum from ~~June 20~~___________, ~~1997,~~ ____ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semiannually~~ [monthly][quarterly][semi-annually] [if applicable, insert-(subject to deferral as set forth herein)] in arrears on ~~June 15 and December 15 in~~ [insert applicable Interest Payment Dates] of each year, commencing ~~December 15~~________, ~~1997~~ ____, at the rate of 10___% per annum, ~~subject to adjustments~~ [if applicable insert X together with Additional Sums, if any, as ~~described~~ provided in Section 10.6 of the ~~second following paragraph, in United States dollars,~~ Indenture] until the principal hereof is paid or duly provided ~~for~~for or made available for payment [if applicable, insert X; provided that any overdue principal, premium or Additional Sums and any overdue installment of interest shall bear Additional Interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), compounded [monthly][quarterly][semi-annually], from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. ~~Interest~~ The amount of interest payable for any period less than a full interest period shall be computed on the basis of a 360-day year ~~comprised~~ of twelve 30-day ~~months~~months and the actual days elapsed in a partial month in such period. The ~~Holder~~ amount of this Series A Security is entitled to the benefits of the Registration Rights Agreement (the "Registration Rights Agreement") among the Company and the Initial Purchasers, dated June 20, 1997, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security interest payable for any full interest period shall have the right to exchange this Security for 10% Senior Notes due 2007, Series B (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 60th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be ~~filed because of the request~~ computed by any Initial Purchaser, 30 days following the request by any such Initial Purchaser that the Company file the Shelf Registration Statement) or (d) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within dividing the applicable ~~period, as provided in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) above, a "Registration Default"), the interest~~ rate ~~borne~~ per annum by ~~the Series A Securities (except in the case of clause (c), in which case only the Series A Securities which have not been exchanged in the Exchange Offer)~~ [twelve/four/two]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in ~~such~~ the Indenture, be paid to the Person in whose name this Security (or ~~any~~ one or more Predecessor ~~Security~~Securities) is registered at the close of business on the Regular Record Date for such ~~interest~~interest installment [if applicable insert X, which shall be the ~~June 1~~ [____________ or ~~December 1~~ ____________] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date]. Any such interest not so punctually ~~paid,~~ paid or duly provided ~~for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful,~~ for shall forthwith cease to be payable to the Holder on such Regular Record ~~Date,~~ Date and may either be paid to the Person in whose name this Security (or ~~any~~ one or more Predecessor ~~Security~~Securities) is registered at the close of business on a Special Record Date for the payment of such ~~defaulted interest~~ Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. [If applicable, insert X So long as no Event of Default has occurred and is continuing, the Corporation shall have the right, at any time during the term of this ~~Indenture~~Security, from time to time to defer the payment of interest on this Security for up to ____ consecutive [monthly][quarterly][semi-annual] interest payment periods with respect to each deferral period (each an "Extension Period") [if applicable, insert X, during which Extension Periods the Corporation shall have the right to make partial payments of interest on any Interest Payment Date, and] at the end of which the Corporation shall pay all interest then accrued and unpaid (including any Additional Interest, as provided below); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security [if Stated Maturity can be shortened or extended, insert X, as then in effect,] and no such Extension Period may end on a date other than an Interest Payment Date; and provided further, however, that during any such Extension Period, the Corporation shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Corporation's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Corporation that rank pari passu in all respects with or junior in interest to this Security (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Corporation's capital stock (or any capital stock of a Subsidiary of the Corporation) for any class or series of the Corporation's capital stock or of any class or series of the Corporation's indebtedness for any class or series of the Corporation's capital stock, (c) the purchase of fractional interests in shares of the Corporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Corporation may further defer the payment of interest, provided that no Extension Period shall exceed ____ consecutive [monthly][quarterly][semi-annual] interest payment periods, extend beyond the Stated Maturity of the principal of this Security or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Corporation may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension shall bear Additional Interest (to the extent that the payment of such interest shall be legally enforceable) at the rate of ____% per annum, compounded [monthly][quarterly][semi-annually] and calculated as set forth in the first paragraph of this Security, from the dates on which amounts would otherwise have been due and payable until paid or made available for payment. The Corporation shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral [if applicable, insert X or so long as such Securities are held by [insert name of applicable Issuer Trust], at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of such Issuer Trust is required to give notice to holders of such Capital Securities of the record date or the date such Distributions are payable]. Payment of the principal ~~of,~~ of (and premium, if any, ) and interest ~~on,~~ on this ~~Security, and exchange or transfer of the Security,~~ Security will be made at the office or agency of the ~~Company in The City of New York~~ Corporation maintained for that purpose ~~(which initially will be the Corporate Trust Office~~ in [insert Place of ~~the Trustee), or at such other office or agency as may be maintained for such purpose~~Payment], in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private ~~debts~~debts [if applicable, insert X; provided, however, that at the option of the Corporation payment of interest may be made ~~at the option of the Company~~ (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register, or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register]. The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on such Holder's behalf to take such actions as may be necessary or appropriate to effectuate the ~~Security Register~~subordination so provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by such Holder's acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been ~~duly~~ executed by the Trustee referred to on the reverse hereof ~~or by the authenticating agent appointed as provided in the Indenture~~ by manual ~~signature of an authorized signer~~signature, this Security shall not be entitled to any benefit under the ~~Indenture,~~ Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Centura Banks Inc)

Form of Face of Security. (a) The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for [If a Series B C Security ~~in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then (A) the U.S. Global~~ or a Series D Security and each U.S. Physical Security shall bear the legend set forth below (the "Private Placement Legend") on the face thereof and (B) the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date: constituting a Transfer Restricted Security--THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS~~. NEITHER THIS SECURITY NOR ANY INTEREST~~ , AND, ACCORDINGLY, MAY NOT BE OFFERED OR ~~PARTICIPATION HEREIN MAY BE REOFFERED,~~ SOLD, ~~ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION~~ EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ~~ACT ("RULE 144A")~~ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE ~~501(A)(1~~501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE ~~TRANSACTION PURSUANT TO RULE 903 OR 904 OF REGULATION S~~TRANSACTION, (2) AGREES ~~TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS~~ THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ~~LATER OF THE~~ ORIGINAL ~~ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER~~ ISSUANCE OF THIS SECURITY (RESELL OR ~~ANY PREDECESSOR OF~~ OTHERWISE TRANSFER THIS ~~SECURITY) ONLY~~ SECURITY EXCEPT (A) TO THE ~~COMPANY~~ISSUER OR ANY SUBSIDIARY THEREOF, (B) ~~PURSUANT~~ INSIDE THE UNITED STATES TO A ~~REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE~~ QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) ~~FOR SO LONG AS~~ INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), (D) OUTSIDE THE UNITED STATES TO FOREIGN PURCHASERS IN OFFSHORE TRANSACTIONS MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS ~~ELIGIBLE FOR RESALE PURSUANT~~ TRANSFERRED A NOTICE SUBSTANTIALLY TO ~~RULE 144A XXXXXX XXX [Each global security, whether or not an initial security, shall also bear the following legend on the face thereof:] THIS SECURITY IS A GLOBAL SECURITY WITHIN~~ THE ~~MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS~~ EFFECT OF THIS ~~GLOBAL SECURITY SHALL BE LIMITED~~ LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO ~~TRANSFERS IN WHOLE~~THEM BY REGULATION S UNDER THE SECURITIES ACT.] CLIFFS DRILLING COMPANY 10.25% Senior Note due 2003, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 10% SENIOR NOTES DUE 2007, SERIES A CUSIP NO. ______Series ____ No.~~__________~~_____ $___________~~______~~_ ~~Di Giorgio Corporation~~CUSIP No.18682C_ _ Cliffs Drilling Company, a Delaware corporation (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________ or registered ~~assigns,~~ assigns the principal sum of __________ ~~United States dollars~~ Dollars on ~~June~~ May 15, ~~2007~~2003, at the office or agency of the Company referred to below, and to pay interest ~~thereon from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on June 15 and December 15 in each year~~thereon, commencing ~~December~~ [if a Series C Security--on November 15, 1997 at the rate of 10% per annum, subject to adjustments as described in the second following paragraph, in United States dollars, until the principal hereof is paid or duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement (the "Registration Rights Agreement") among the Company and the Initial Purchasers, dated June 20, 1997, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this Security for 10% Senior Notes due 2007, Series B (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 60th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be filed because of the request by any Initial Purchaser, 30 days following the request by any such Initial Purchaser that the Company file the Shelf Registration Statement) or (d) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period, as provided in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) above, a "Registration Default"), the interest rate borne by the Series A Securities (except in the case of clause (c), in which case only the Series A Securities which have not been exchanged in the Exchange Offer) The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in this Indenture. Payment of the principal of, premium, if any, and interest on, this Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of New York maintained for that purpose (which initially will be the Corporate Trust Office of the Trustee), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual signature of an authorized signer, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.continuing semiannually thereafter,

Appears in 1 contract

Samples: Indenture (Cliffs Drilling Co)

Form of Face of Security. ~~(a)~~ The form of the face of ~~any Series A~~ the Initial Securities ~~authenticated and delivered hereunder~~ shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then (A) the U.S. Global Security and each U.S. Physical Security shall bear the legend set forth below (the "Private Placement Legend") on the face thereof and (B) the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date: THIS ~~SECURITY~~ NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), AND, ACCORDINGLY, MAY NOT BE OFFERED, PLEDGED OR ~~ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST~~ SOLD WITHIN THE UNITED STATES OR ~~PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM~~TO, OR ~~NOT SUBJECT TO~~FOR THE ACCOUNT OR BENEFIT OF, ~~REGISTRATION~~ U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "“QUALIFIED INSTITUTIONAL BUYER" ” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ~~ACT ("RULE 144A"~~ACT)) , OR (B~~) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C~~) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS ~~SECURITY~~ NOTE IN AN OFFSHORE TRANSACTION ~~PURSUANT TO RULE 903 OR 904 OF~~ IN COMPLIANCE WITH REGULATION SS UNDER THE SECURITIES ACT, (2) AGREES ~~TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS~~ THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE DATE OF THE ORIGINAL ~~ISSUE~~ ISSUANCE OF THIS NOTE OR THE DATE ~~HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY~~ THIS NOTE WAS ACQUIRED FROM AN AFFILIATE OF THE ~~COMPANY WAS THE OWNER OF~~ COMPANY, REOFFER, PLEDGE, RESELL OR OTHERWISE TRANSFER THIS ~~SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY~~ NOTE EXCEPT (A) TO THE ~~COMPANY~~COMPANY OR ANY SUBSIDIARY THEREOF, (B) ~~PURSUANT~~ INSIDE THE UNITED STATES TO A ~~REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE~~ QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) ~~FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT~~ INSIDE THE UNITED STATES TO ~~RULE 144A XXXXXX XXX [Each global security, whether or not an initial security, shall also bear the following legend on the face thereof:] THIS SECURITY IS A GLOBAL SECURITY~~ AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1),(2),(3), OR (7) OF RULE 501 UNDER THE ~~INDENTURE HEREINAFTER REFERRED~~ SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT WHO, PRIOR TO SUCH TRANSFER, FURNISHES TO THE COMPANY A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND ~~IS REGISTERED~~ AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE NOTES AND AN OPINION OF COUNSEL (IF THE COMPANY SO REQUESTS), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE ~~NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED~~ SECURITIES ACT, (E) PURSUANT TO ~~TRANSFERS IN WHOLE~~THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), ~~BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE~~ (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE ~~UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE~~ REGISTRATION REQUIREMENTS OF THE ~~DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION~~ SECURITIES ACT (~~"DTC"~~AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE ~~COMPANY OR ITS AGENT FOR REGISTRATION~~ EFFECT OF ~~TRANSFER~~THIS LEGEND. AS USED HEREIN, ~~EXCHANGE, OR PAYMENT~~ THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND ~~ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN~~ “U.S. PERSON” HAVE THE ~~NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED~~ MEANING GIVEN TO THEM BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS REGULATION S UNDER THE ~~REGISTERED OWNER HEREOF, CEDE & CO~~SECURITIES ACT., HAS AN INTEREST HEREIN. 10% SENIOR NOTES DUE 2007, SERIES A CUSIP NO. __________ No._______________ $__________________ Di Giorgio Corporation, a Delaware corporation (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________ or registered assigns, the principal sum of __________ United States dollars on June 15, 2007, at the office or agency of the Company referred to below, and to pay interest thereon from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on June 15 and December 15 in each year, commencing December 15, 1997 at the rate of 10% per annum, subject to adjustments as described in the second following paragraph, in United States dollars, until the principal hereof is paid or duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement (the "Registration Rights Agreement") among the Company and the Initial Purchasers, dated June 20, 1997, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this Security for 10% Senior Notes due 2007, Series B (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 60th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be filed because of the request by any Initial Purchaser, 30 days following the request by any such Initial Purchaser that the Company file the Shelf Registration Statement) or (d) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period, as provided in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) above, a "Registration Default"), the interest rate borne by the Series A Securities (except in the case of clause (c), in which case only the Series A Securities which have not been exchanged in the Exchange Offer) The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in this Indenture. Payment of the principal of, premium, if any, and interest on, this Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of New York maintained for that purpose (which initially will be the Corporate Trust Office of the Trustee), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual signature of an authorized signer, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Indenture (Clorox Co /De/)

Appears in 1 contract

Samples: Indenture (Flir Systems Inc)

Appears in 1 contract

Samples: Indenture (RSL Communications LTD)

Form of Face of Security. ~~(a) The form of the face of any Series~~ [INCLUDE IF SECURITY IS A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then (A) the U.S. Global Security and each U.S. Physical Security shall bear the legend set forth below (the "Private Placement Legend") on the face thereof and (B) the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date: RESTRICTED SECURITY -- THIS SECURITY ~~HAS NOT BEEN REGISTERED~~ (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ~~OR ANY STATE SECURITIES LAWS. NEITHER~~ AND THIS SECURITY ~~NOR ANY INTEREST OR PARTICIPATION HEREIN~~ AND THE COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY NOT BE ~~REOFFERED~~OFFERED, ~~SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED~~ SOLD OR OTHERWISE ~~DISPOSED OF~~ TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ~~UNLESS SUCH TRANSACTION~~ AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS ~~EXEMPT FROM,~~ HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A OR ~~NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW~~REGULATION S THEREUNDER. ~~BY ITS ACQUISITION HEREOF,~~ THE HOLDER ~~(1) REPRESENTS~~ OF THIS SECURITY AGREES FOR THE BENEFIT OF ADVANCED MICRO DEVICES, INC. THAT (A) IT THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL ~~BUYER"~~ BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ~~ACT ("~~ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A", (II) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) ~~OR (B) IT~~ TO AN INSTITUTIONAL INVESTOR THAT IS AN ~~INSTITUTIONAL "~~ACCREDITED ~~INVESTOR" (AS DEFINED IN~~ INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ~~ACT) (~~ACT PURSUANT TO AN ~~"ACCREDITED INVESTOR")~~ EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IF AVAILABLE OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION PURSUANT TO RULE 903 OR 904 OF REGULATION S, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (BV) PURSUANT TO A AN EFFECTIVE REGISTRATION STATEMENT ~~WHICH HAS BEEN DECLARED EFFECTIVE~~ UNDER THE SECURITIES ACT, IN EACH OF CASES (CI) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT. THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR ~~SO LONG AS~~ RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. THE HOLDER OF THIS SECURITY IS ~~ELIGIBLE~~ SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, A REGISTRATION RIGHTS AGREEMENT, DATED AS OF JANUARY 29, 2002, ENTERED INTO BY THE COMPANY FOR ~~RESALE PURSUANT~~ THE BENEFIT OF CERTAIN HOLDERS OF SECURITIES FROM TIME TO ~~RULE 144A XXXXXX XXX~~ TIME.] [~~Each global security, whether or not an initial security, shall also bear the following legend on the face thereof:]~~ INCLUDE IF SECURITY IS A GLOBAL SECURITY -- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF A THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A ~~SUCCESSOR DEPOSITARY~~NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY, A NEW YORK CORPORATION~~ COMPANY ("DTC"), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~EXCHANGE OR PAYMENT, ~~OR PAYMENT~~ AND ANY ~~SUCH~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, ~~PLEDGE,~~ PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~INASMUCH~~ IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT AND IS SUBJECT TO THE RULES FOR DEBT INSTRUMENTS WITH CONTINGENT PAYMENTS UNDER TREASURY REGULATIONS ss. 101.1275-4(b). FOR INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, THE YIELD TO MATURITY, THE "COMPARABLE YIELD" AND PROJECTED PAYMENT SCHEDULE FOR THIS SECURITY, YOU SHOULD CONTACT: TREASURER, ADVANCED MICRO DEVICES, INC., XXX XXX XXXXX, XXXXXXXXX, XX 00000. ADVANCED MICRO DEVICES, INC. 4.75% ~~SENIOR NOTES DUE 2007, SERIES A~~ Convertible Senior Debentures Due 2022 No. [ ] CUSIP NO. ~~__________ No._______________~~ [ ] U.S. $~~__________________ Di Giorgio Corporation~~[ ] Advanced Micro Devices, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware ~~corporation~~ (herein called the "Company," "), which term includes any successor ~~Person~~ corporation under the Indenture ~~hereinafter~~ referred toto on the reverse hereof), for value ~~received,~~ received hereby promises to pay to ___________ , or registered assigns, the principal sum of ~~__________~~ [ ] United States ~~dollars~~ Dollars ($ ) [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- (which amount may from time to time be increased or decreased by adjustments made on ~~June 15, 2007, at~~ the ~~office or agency~~ records of the ~~Company referred to below~~Trustee, as custodian for the Depositary, in accordance with the rules and procedures of the Depositary)] on February 1, 2022 and to pay interest ~~thereon from June 20~~on said principal sum semi-annually on February 1 and August 1 of each year, ~~1997~~commencing August 1, or 2002 at the initial rate of 4.75% per annum to holders of record on the immediately preceding January 15 and July 15, respectively. Interest on this Security shall accrue from the most recent ~~Interest Payment Date~~ date to which interest has been ~~paid~~ paid, or ~~duly provided for~~if no interest has been paid, ~~semiannually on June 15 and December 15 in each year~~from January 29, ~~commencing December 15, 1997 at the rate of 10% per annum, subject to adjustments as described in the second following paragraph, in United States dollars~~2002, until the ~~principal hereof~~ Principal Amount is paid or duly ~~provided for~~made available for payment. ~~Interest shall be computed~~ Notwithstanding the foregoing, on the ~~basis~~ close of ~~a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement~~ business on August 1, 2008, August 1, 2011 and August 1, 2016 (the "Registration Rights Agreement") among the Company and the Initial Purchasers, dated June 20, 1997, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this Security for 10% Senior Notes due 2007, Series B (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 60th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be filed because of the request by any Initial Purchaser, 30 days following the request by any such Initial Purchaser that the Company file the Shelf Registration Statement) or (d) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period, as provided in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) aboveeach, a "~~Registration Default~~Step-up Date"), the interest rate ~~borne by~~ on this Security shall be automatically reset, and this Security shall accrue interest, from such Step-up Date, to but excluding the ~~Series A Securities (except~~ next succeeding Step-up Date, or, in the case of ~~clause (c)~~February 1, ~~in which case only~~ 2022, until the ~~Series A Securities which have not been exchanged in the Exchange Offer) The interest so payable, and punctually~~ Principal Amount is paid or duly ~~provided for~~made available for payment, at a rate per annum equal to the interest rate payable 120 days prior to such Step-up Date on 5-year U.S. Treasury Notes plus 0.43%, provided, in no event shall the interest rate on this Security be reset below 4.75% per annum or above 6.75% per annum. Any change in the interest rate pursuant to the preceding sentence shall not have any effect on any ~~Interest Payment Date will,~~ other provision of the Indenture or this Security. Except as otherwise provided in ~~such~~ the Indenture, the interest payable on this Security pursuant to the Indenture on any February 1 or August 1 will be paid to the Person in whose name this Security (or ~~any~~ one or more Predecessor ~~Security~~Securities) is registered at the close of business on the Regular Record ~~Date for such interest~~Date, which shall be the ~~June 1~~ January 15 or ~~December 1~~ July 15 (whether or not a Business Day~~), as the case may be,~~ ) next preceding such ~~Interest Payment Date. Any~~ February 1 or August 1, respectively; provided that, any such interest not so punctually ~~paid,~~ paid or duly provided ~~for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful,~~ for shall ~~forthwith cease to~~ be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as ~~may be required by such exchange, all as more fully~~ provided in ~~this~~ the Indenture. Payment of the principal ~~of, premium, if any,~~ of and interest onaccrued on this Security shall be made by check mailed to the address of the Holder of this Security specified in the register of Securities, or, at the option of the Holder of this Security, ~~and exchange or transfer of the Security, will be made~~ at ~~the office or agency of the Company in The City of New York maintained for that purpose (which initially will be~~ the Corporate Trust ~~Office of the Trustee), or at such other office or agency as may be maintained for such purpose~~Office, in such ~~coin or currency~~ lawful money of the United States of America as at the time of payment is shall be legal tender for the payment of public and private debts; provided, however, ~~that payment~~ that, with respect to any Holder of ~~interest may be made~~ Securities with an aggregate principal amount in excess of $5,000,000, at the ~~option~~ request of ~~the Company by check mailed~~ such Holder in writing to the ~~address of~~ Company, interest on such Holder's Securities shall be paid by wire transfer in immediately available funds in accordance with the ~~Person entitled thereto as~~ written wire transfer instruction supplied by such ~~address~~ Holder from time to time to the Trustee and Paying Agent (if different from the Trustee) at least two days prior to the applicable Regular Record Date; provided that any payment to the Depositary or its nominee shall ~~appear on~~ be paid by wire transfer in immediately available funds in accordance with the ~~Security Register~~wire transfer instruction supplied by the Depositary or its nominee from time to time to the Trustee and Paying Agent (if different from Trustee) at least two days prior to the applicable Regular Record Date. Reference is ~~hereby~~ made to the further provisions of this Security set forth on the reverse hereof, ~~which~~ including, without limitation, provisions giving the Company the right to repurchase this Security commencing February 5, 2005 under certain circumstances and otherwise on February 5, 2006 and the Holder of this Security the right to convert this Security into Common Stock of the Company and the right to require the Company to repurchase this Security on certain dates and upon certain events, in each case, on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture. Such further provisions shall for all purposes have the same effect as if though fully set forth at this place. ~~Unless~~ This Security shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State. This Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon ~~has~~ shall have been ~~duly executed~~ manually signed by the Trustee ~~referred to on the reverse hereof~~ or ~~by the~~ a duly authorized authenticating agent ~~appointed as provided in the Indenture by manual signature of an authorized signer, this Security shall not be entitled to any benefit~~ under the Indenture~~, or be valid or obligatory for any purpose~~.

Appears in 1 contract

Samples: Indenture (Advanced Micro Devices Inc)

Form of Face of Security. ~~(a) The form of~~ [If the ~~face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial~~ Security is ~~sold under an effective Registration Statement or (ii) an Initial Security is exchanged for~~ a ~~Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement~~Restricted Security, then (A) the U.S. Global Security and each U.S. Physical Security shall bear the legend set forth below (the "Private Placement Legend") on the face thereof and (B) the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date: insert -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION SOLD EXCEPT AS SET FORTH ~~BELOW~~IN THE FOLLOWING SENTENCE. ~~BY ITS ACQUISITION HEREOF,~~ THE HOLDER (1I) ~~REPRESENTS~~ AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS SECURITY OR THE LAST DATE ON WHICH THIS SECURITY WAS HELD BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) IT TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE UNDER RULE 144A, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL ~~BUYER"~~ BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ~~ACT ("RULE 144A")) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES~~ ACT) ~~(AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY~~ IN ~~AN OFFSHORE TRANSACTION PURSUANT TO~~ COMPLIANCE WITH RULE 903 OR 904 OF REGULATION S, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE 144A UNDER THE SECURITIES ACT, (C) ~~FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE~~ OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO ~~RULE 144A XXXXXX XXX [Each global security, whether or not an initial security, shall also bear the following legend on the face thereof:] THIS SECURITY IS A GLOBAL SECURITY WITHIN~~ AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ~~MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY~~ SECURITIES ACT OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR E) PURSUANT TO ANY ~~PERSON IS WRONGFUL INASMUCH AS~~ OTHER EXEMPTION FROM REGISTRATION PROVIDED UNDER THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 10% SENIOR NOTES DUE 2007, SERIES A CUSIP NO. __________ No._______________ $__________________ Di Giorgio Corporation, a Delaware corporation SECURITIES ACT (~~herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to~~IF AVAILABLE), for value received, hereby promises to pay to ___________ or registered assigns, the principal sum of __________ United States dollars on June 15, 2007, at the office or agency of the Company referred to below, and to pay interest thereon from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on June 15 and December 15 in each year, commencing December 15, 1997 at the rate of 10% per annum, subject to adjustments as described in the second following paragraph, in United States dollars, until the principal hereof is paid or duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement (the "Registration Rights Agreement") among the Company and the Initial Purchasers, dated June 20, 1997, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this Security for 10% Senior Notes due 2007, Series B (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 60th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be filed because of the request by any Initial Purchaser, 30 days following the request by any such Initial Purchaser that the Company file the Shelf Registration Statement) or (d) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period, as provided in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) above, a "Registration Default"), the interest rate borne by the Series A Securities (except in the case of clause (c), in which case only the Series A Securities which have not been exchanged in the Exchange Offer) The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in this Indenture. Payment of the principal of, premium, if any, and interest on, this Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of New York maintained for that purpose (which initially will be the Corporate Trust Office of the Trustee), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual signature of an authorized signer, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.AND

Appears in 1 contract

Samples: Indenture (Rite Aid Corp)

Form of Face of Security. (a) The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then (A) the U.S. Global Security and each U.S. Physical Security shall bear the legend set forth below (the "Private Placement Legend") on the face thereof and (B) the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date: . THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION PURSUANT TO RULE 903 OR 904 OF REGULATION S, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A XXXXXX XXX XXXXXX XXXXXX, XX A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) INSIDE THE UNITED STATES TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPHS (A)(1), (A)(2), (A)(3) OR (A)(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. AS USED HEREIN, THE TERMS "UNITED STATES," "OFFSHORE TRANSACTION," AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. [Each global security, whether or not an initial security, shall also bear the following legend on the face thereof:] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 3.6 AND 3.7 OF THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 10% SENIOR NOTES DUE 2007, SERIES A CUSIP NO. __________ No._______________ $__________________ Di Giorgio Corporation, a Delaware corporation (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________ or registered assigns, the principal sum of __________ United States dollars on June 15, 2007, at the office or agency of the Company referred to below, and to pay interest thereon from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on June 15 and December 15 in each year, commencing December 15, 1997 at the rate of 10% per annum, subject to adjustments as described in the second following paragraph, in United States dollars, until the principal hereof is paid or duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement (the "Registration Rights Agreement") among the Company and the Initial Purchasers, dated June 20, 1997, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this Security for 10% Senior Notes due 2007, Series B (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 60th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be filed because of the request by any Initial Purchaser, 30 days following the request by any such Initial Purchaser that the Company file the Shelf Registration Statement) or (d) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period, as provided in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) above, a "Registration Default"), the interest rate borne by the Series A Securities (except in the case of clause (c), in which case only the Series A Securities which have not been exchanged in the Exchange Offer) The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in this Indenture. Payment of the principal of, premium, if any, and interest on, this Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of New York maintained for that purpose (which initially will be the Corporate Trust Office of the Trustee), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual signature of an authorized signer, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.BALLY TOTAL FITNESS HOLDING CORPORATION --------------------

Appears in 1 contract

Samples: Indenture (Bally Total Fitness Holding Corp)

Form of Face of Security. ~~(a) The form of~~ [If the ~~face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial~~ Security is ~~sold under an effective Registration Statement or (ii) an Initial Security is exchanged for~~ a ~~Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement~~Restricted Security, then (A) the U.S. Global Security and each U.S. Physical Security shall bear the legend set forth below (the "Private Placement Legend") on the face thereof and (B) the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date: insert - - THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION SOLD EXCEPT AS SET FORTH ~~BELOW~~IN THE FOLLOWING SENTENCE. ~~BY ITS ACQUISITION HEREOF,~~ THE HOLDER (1I) ~~REPRESENTS~~ AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS SECURITY OR THE LAST DATE ON WHICH THIS SECURITY WAS HELD BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) IT TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE UNDER RULE 144A, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL ~~BUYER"~~ BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ~~ACT ("RULE 144A")) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES~~ ACT) ~~(AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY~~ IN ~~AN OFFSHORE TRANSACTION PURSUANT TO~~ COMPLIANCE WITH RULE 903 OR 904 OF REGULATION S, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE 144A UNDER THE SECURITIES ACT, (C) ~~FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE~~ OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO ~~RULE 144A XXXXXX XXX [Each global security, whether or not an initial security, shall also bear the following legend on the face thereof:] THIS SECURITY IS A GLOBAL SECURITY WITHIN~~ AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ~~MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY~~ SECURITIES ACT OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR E) PURSUANT TO ANY ~~PERSON IS WRONGFUL INASMUCH AS~~ OTHER EXEMPTION FROM REGISTRATION PROVIDED UNDER THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 10% SENIOR NOTES DUE 2007, SERIES A CUSIP NO. __________ No._______________ $__________________ Di Giorgio Corporation, a Delaware corporation SECURITIES ACT (~~herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to~~IF AVAILABLE), for value received, hereby promises to pay to ___________ or registered assigns, the principal sum of __________ United States dollars on June 15, 2007, at the office or agency of the Company referred to below, and to pay interest thereon from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on June 15 and December 15 in each year, commencing December 15, 1997 at the rate of 10% per annum, subject to adjustments as described in the second following paragraph, in United States dollars, until the principal hereof is paid or duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement (the "Registration Rights Agreement") among the Company and the Initial Purchasers, dated June 20, 1997, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this Security for 10% Senior Notes due 2007, Series B (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 60th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be filed because of the request by any Initial Purchaser, 30 days following the request by any such Initial Purchaser that the Company file the Shelf Registration Statement) or (d) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period, as provided in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) above, a "Registration Default"), the interest rate borne by the Series A Securities (except in the case of clause (c), in which case only the Series A Securities which have not been exchanged in the Exchange Offer) The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any Predecessor Security) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in this Indenture. Payment of the principal of, premium, if any, and interest on, this Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of New York maintained for that purpose (which initially will be the Corporate Trust Office of the Trustee), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual signature of an authorized signer, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.AND

Appears in 1 contract

Samples: Indenture (Rite Aid Corp)

Appears in 1 contract

Samples: Indenture (RSL Communications LTD)

Form of Face of Security. ~~(a) The form~~ NATIONAL PENN BANCSHARES, INC. [Title of Security] [If the ~~face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial~~ Security is ~~sold under an effective Registration Statement or (ii) an Initial Security is exchanged for~~ a ~~Series B Security in connection with an effective Registration Statement~~Restricted Security, in each case pursuant to the Registration Rights Agreement, then (A) the U.S. Global Security and each U.S. Physical Security shall bear the legend set forth below (the "Private Placement Legend") on the face thereof and (B) the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date: THIS SECURITY HAS insert -- THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"~~), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN~~ ) AND MAY NOT BE ~~REOFFERED~~OFFERED, SOLD, ~~ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT~~ TRANSFERRED EXCEPT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT BY ANY INITIAL INVESTOR THAT IS NOT A ~~U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION PURSUANT TO~~ QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 903 OR 904 OF REGULATION S, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE 144A UNDER THE SECURITIES ACT, (CI) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ~~SO LONG AS THIS SECURITY IS ELIGIBLE~~ ITS OWN ACCOUNT OR FOR ~~RESALE~~ THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE ~~144A XXXXXX XXX [Each global security~~144 THEREUNDER (IF AVAILABLE), ~~whether or not an initial security, shall also bear the following legend on the face thereof:] THIS SECURITY~~ OR (B) BY AN INITIAL INVESTOR THAT IS A ~~GLOBAL SECURITY WITHIN~~ QUALIFIED INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE ~~MEANING~~ REGISTRATION REQUIREMENTS OF THE ~~INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED~~ SECURITIES ACT, 27 - 21 - AND, IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE ~~UNLESS~~ STATES AND OTHER JURISDICTIONS OF THE UNITED STATES. THE HOLDER OF THIS ~~CERTIFICATE IS PRESENTED~~ SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. SECURITIES OWNED BY AN ~~AUTHORIZED REPRESENTATIVE~~ INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN GLOBAL FORM AND MAY NOT BE TRANSFERRED WITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, AS PROVIDED IN THE INDENTURE REFERRED TO BELOW. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE ~~DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO~~ EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE ~~COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO~~SECURITIES.] No. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 10% SENIOR NOTES DUE 2007, SERIES A CUSIP NO. __________ No._______________ $__________________ Di Giorgio Corporation, a Delaware corporation (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________ or registered assigns, the principal sum of __________ United States dollars on June 15, 2007, at the office or agency of the Company referred to below, and to pay interest thereon from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on June 15 and December 15 in each year, commencing December 15, 1997 at the rate of 10% per annum, subject to adjustments as described in the second following paragraph, in United States dollars, until the principal hereof is paid or duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement (the "Registration Rights Agreement") among the Company and the Initial Purchasers, dated June 20, 1997, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this Security for 10% Senior Notes due 2007, Series B (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 60th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be filed because of the request by any Initial Purchaser, 30 days following the request by any such Initial Purchaser that the Company file the Shelf Registration Statement) or (d) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period, as provided in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) above, a "Registration Default"), the interest rate borne by the Series A Securities (except in the case of clause (c), in which case only the Series A Securities which have not been exchanged in the Exchange Offer) The interest so $ payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in ~~such~~ the Indenture, be paid to the Person in whose name this Security (or ~~any~~ one or more Predecessor ~~Security~~Securities) is registered at the close of business on the Regular Record Date for such ~~interest~~interest installment [if applicable, insert--, which shall be the ~~June 1~~ [__________ or ~~December 1~~ ____________] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date]. Any such interest not so punctually ~~paid,~~ paid or duly provided ~~for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful,~~ for shall forthwith cease to be payable to the Holder on such Regular Record ~~Date,~~ Date and may either be paid to the Person in whose name this Security (or ~~any~~ one or more Predecessor ~~Security~~Securities) is registered at the close of business on a Special Record Date for the payment of such ~~defaulted interest~~ Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in ~~this~~ said Indenture. [If applicable, insert--So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of this Security, from time to time to defer the payment of interest on this Security for up to _________ consecutive [monthly] [quarterly] [semi-annual] interest payment periods with respect to each deferral period (each an "Extension Period") [if applicable, insert--, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and] at the end of which the Company shall pay all interest then accrued and unpaid including Additional Interest, as provided below; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal ofof this Security [If Stated Maturity can be shortened or extended, insert--, as then in effect,] and no such Extension Period may end on a date other than an Interest Payment Date; and provided, further, however, that during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to this Security (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or 29 - 23 - Payment of the principal of (and premium, if any) and interest ~~on,~~ on this ~~Security, and exchange or transfer of the Security,~~ Security will be made at the office or agency of the Company ~~in The City of New York~~ maintained for that purpose ~~(which initially will be~~ in the ~~Corporate Trust Office of the Trustee), or at such other office or agency as may be maintained for such purpose~~United States, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private ~~debts~~debts [if applicable, insert--; provided, ~~however,~~ however that at the option of the Company payment of interest may be made ~~at the option of the Company~~ (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register, or (ii) if to a Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the Trustee not later than 15 calendar days prior to the date on which the interest is payable]. The indebtedness evidenced by this Security ~~Register~~is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual signature of an authorized signer, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Junior Subordinated Indenture (National Penn Bancshares Inc)

Common use of Form of Face of Security Clause in Contracts