Form of Reverse of Note. 1. This Note is a duly authorized issue of securities of the Company issued in one or more series (the "Securities") under an indenture, dated as of March 8, 2002 as amended and supplemented by a third supplemental indenture, dated as of January 15, 2004 (the indenture dated as of March 8, 2002, as so amended and supplemented, herein called the "Original Indenture"), as supplemented by a Fifth Supplemental Indenture dated as of January 10, 2006 (herein called the "Fifth Supplemental Indenture"), among the Company, the Guarantor and JPMorgan Chase Bank, N.A., as Trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), and reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof (herein called the "Notes").
2. The full and punctual payment of the principal and interest and all other amounts payable under this Note is irrevocably and unconditionally guaranteed by the Guarantor.
3. Additional notes on terms and conditions identical to those of this Note may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes.
4. If an Event of Default or Illegality Event with respect to Notes shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.
5. All payments of principal and interest in respect of the Notes shall be made without withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any...
Form of Reverse of Note. This Note is one of a duly authorized issue of securities of the Company (the “Notes”), issued under an indenture, dated as of June 28, 2012 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), Security Registrar, Paying Agent and Transfer Agent, as supplemented by the Eleventh Supplemental Indenture dated as of June 9, 2014 (the “Eleventh Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, the Trustee, The Bank of New York Mellon, London Branch, as London Paying Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms, conditions and provisions of this Note are those stated in the Indenture (including those made a part of the Indenture by reference to the Trust Indenture Act) and those set forth in this Note. This Note is one of the series designated on the face hereof. Additional notes on terms and conditions identical to those of this Note (except for issue date, issue price and the date from which interest shall accrue and, if applicable, the date on which interest will first be paid) may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes, in which case the Schedule of Increases and Decreases in Global Note attached hereto will be correspondingly adjusted. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture or of the Notes) payment of principal and premium, if any, or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or at the Stated Maturity, as the case may be; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case ma...
Form of Reverse of Note. This Note is a duly authorized issue of securities of the Company (herein called the “Notes”), issued under an Indenture, dated as of March 9, 2004 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), as supplemented by a First Supplemental Indenture dated as of March 9, 2004 (herein called the “First Supplemental Indenture”), among the Company, Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (herein called the “Guarantor,” which term includes any successor Person under the Indenture) and JPMorgan Chase Bank, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture, as supplemented by the First Supplemental Indenture, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof. Additional notes on terms and conditions identical to those of this Note may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. In the event of redemption of this Note in part only, a new Note of this series and of like tenor for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default with respect to Notes shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture, as supplemented by the First Supplemental Indenture. All payments of principal and interest in respect of the Notes shall be made after withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Mexico or any authority therein or thereof having power to tax (“Mexican Taxes”). In the event of any withholding or deduction for any Mexican Taxes, the Company shall pay such additional amounts (“Additional Amounts”) as will result in receipt by the Holders of Notes on the respective ...
Form of Reverse of Note. This Note is one of a duly authorized issue of debt securities of the Company designated as its "3_% Exchangeable Subordinated Notes due 2007" (herein called the "Notes"), limited in aggregate principal amount to $1,150,000,000, issued and to be issued under an Indenture, dated as of December 1, 1985, as supplemented by a First and Second Supplemental Indenture, each dated as of February 18, 1997, and a Third Supplemental Indenture dated as of September 16, 1997 (herein called the "Indenture"), between the Company and The Chase Manhattan Bank, as Trustee (herein called the "Trustee"), which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time on or after September 25, 2002, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount) if redeemed during the 12-month period beginning September 15 of the years indicated: Year Redemption Price 2002......................................... 101.5625% 2003......................................... 101.2500% 2004......................................... 100.9375% 2005......................................... 100.6250% 2006......................................... 100.3125% and on September 15, 2007 at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. Subject to and upon compliance with the provisions of the Indenture, and subject to the Company's rights to suspend exchanges and to elect cash settlement as set forth below, the Holder of this Note is entitled at any time on or after October 1, 1998 and before the close of business on September 15, 2007 (or, in case this Note or a...
Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Company designated as its 8-3/8% Senior Notes due March 15, 2008 (the "Notes") issued under an Indenture, dated as of March 16, 1998 (herein called the "Indenture"), between the Company and United States Trust Company of New York, as trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture). The Notes are limited in aggregate principal amount to $300,000,000. Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail to each Holder of Notes to be redeemed at such Holder's address appearing in the Note Register, in amounts of $1,000 or an integral multiple of $1,000, at any time on or after March 15, 2003 and prior to maturity, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount) plus accrued interest to but excluding the Redemption Date (subject to the right of Holder on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the 12-month period beginning March 15, 2003 of each of the years indicated below: Redemption Year Price ---- ---------- 2003 104.188% 2004 102.792% 2005 101.369% 2006 100.00% and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture. The Notes are further subject to redemption prior to March 15, 2001 only in the event that the Company receives net proceeds from any sale of its Common Stock in a Strategic Equity Investment on or before March 15, 2001, in which case the Company may, at its option, use all or a portion of any such net proceeds to redeem Notes in a principal amount of up...
Form of Reverse of Note. The Form of Reverse of Note is attached hereto as Exhibit C.
Form of Reverse of Note. 4 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Issuer designated as its [-]% Guaranteed Subordinated Notes due [-] (herein called the "NOTES"), initially limited in aggregate principal amount to $[-], issued and to be issued under an Indenture, dated as of [-] (herein called the "INDENTURE"), among the Issuer, a societe anonyme incorporated under the laws of Luxembourg, Converium AG and Converium Holding AG, corporations incorporated under Swiss law (herein called the "GUARANTORS", which term includes any successor Person under the Indenture referred to herein), and JPMorgan Chase Bank, as Trustee (herein called the "TRUSTEE", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantors, the Trustee and the Holders and of the terms upon which the Notes are, and are to be, authenticated and delivered. In the event of a liquidation, winding up or dissolution of the Issuer, or any other similar proceedings affecting the Issuer or its assets, the claims of Holders to payments under the Notes (i) is subordinated to, and subject in right of payment to, the prior payment in full of all Issuer Senior Creditors and (ii) will rank equally with the holders of the Issuer's existing or future unsecured, subordinated obligations that are expressed to rank equally with the Notes and any other parity securities of the Issuer then outstanding and (iii) will rank in priority to the Issuer's creditors that are within the Group and to all holders of the Issuer's share capital and to all the holders of the Issuer's existing or future securities or obligations that are expressed to rank junior as to payments to the Notes.
Form of Reverse of Note. This Note is one of a duly authorized issue of securities of the Issuer (herein called the “Notes”), issued and to be issued in one or more series under an Indenture, dated as of November 21, 2011 (herein called the “Base Indenture”), as supplemented by a Third Supplemental Indenture dated as of September 7, 2012 (herein called the “Third Supplemental Indenture”; the Base Indenture, as supplemented by the Third Supplemental Indenture, the “Indenture”), each among the Issuer, WPP PLC, a public company limited by shares incorporated under the Companies (Jersey) Law 1991 (the “Parent Guarantor”), WPP AIR 1 LIMITED, a company limited by shares incorporated in Ireland, WPP 2008 LIMITED, a private limited company organized and existing under the laws of England and Wales and WPP 2005 LIMITED, a private limited company organized and existing under the laws of England and Wales (collectively, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors” which term includes any Successor Person under the Indenture), Wilmington Trust, National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), Citibank, N.A., as Security Registrar and Principal Paying Agent, and Citibank, N.A., London Branch, as a Paying Agent, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantors, the Trustee, the Agents and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof. Capitalized terms used herein but not defined shall have the respective meanings assigned to them in the Indenture. The interest rate payable on the Notes shall be subject to adjustments from time to time if either Xxxxx’x or S&P, or in either case, a Substitute Rating Agency thereof, downgrades (or subsequently upgrades) the rating assigned to the Notes, in the manner described below. If the rating of the Notes from Xxxxx’x or any Substitute Rating Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from the interest rate payable on the Notes on the Issue Date by the percentage points set forth below opposite that rating: Ba1 0.25 Ba2 0.50 Ba3 0.75 B1 or below 1.00 * Including the equivalent ratings of any Substitute Rat...
Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Company designated as its 12.50% Notes due 2004 (herein called the "Notes"), limited in aggregate principal amount to $40,000,000, issued and to be issued under an Indenture dated as of December 31, 1997 (herein called the "Indenture"), between the Company and United States Trust Company of New York, as Trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. Copies of the Indenture and all indentures supplemental thereto will be made available to the Holders for inspection during normal business hours at the principal office of the Company, which on the date hereof is located at 2381 Xxxxxxxxx Xxxxxx, Xx Xxxxxxx, Xxxxxxxxxx 00000, xxd copies of the Indenture and all indentures supplemental thereto will be mailed to any Holder by the Company upon the Company's receipt of the written request of such Holder, sent to the Company addressed to the attention of the Company's Corporate Secretary at the principal office of the Company. The indebtedness of the Company evidenced by the Notes, including the principal thereof and interest thereon (including post-default interest), (a) is, to the extent and in the manner set forth in the Indenture, subordinate and junior in right of payment to the Trustee's fees and expenses, and (b) is not secured by any collateral, including the assets of the Company or any of its Affiliates. Each Holder of a Note, by acceptance hereof, agrees to and shall be bound by such provisions of the Indenture and all other provisions of the Indenture. The Notes may be redeemed in whole or in part at any time, or from time to time, on or after December 31, 2002, at the Redemption Prices (expressed in percentages of principal amount) set forth below, plus in each case an amount equal to accrued interest to (but excluding) the Redemption Date: If redeemed during the twelve-month period,
