Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Issuer (the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of [·], 20[·] (the “Indenture”), among the Issuer, the Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, 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 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 [if applicable, insert -, limited in aggregate principal amount to US$ ] [if applicable, insert -; provided, however, that the Issuer may from time to time or at any time, without the consent of the Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of the Securities (except for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

Appears in 1 contract

Samples: Indenture (Amcor Flexibles North America, Inc.)

Appears in 1 contract

Samples: Senior Indenture (MRM Capital Trust Iii)

Form of Reverse of Security. This Security is one of a duly authorized issue of subordinated debt securities of the ~~Issuer~~ Company (herein called the “Securities”)) of the series hereinafter specified, all issued ~~and~~ or to be issued ~~in one or more series~~ under an and pursuant to the Indenture, dated as of ~~[·], 20[·]~~ (herein called the “Indenture”), ~~among~~ between the ~~Issuer,~~ Company and the ~~Guarantors party thereto and Deutsche~~ U.S. Bank Trust ~~Company Americas~~National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), duly executed and ~~reference~~ delivered by the Company. Reference is hereby made to the Indenture and all indentures supplemental thereto for a ~~statement~~ description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the ~~Issuer~~Trustee, the ~~Guarantors~~Company, the ~~Trustee~~ holders of Senior Indebtedness and Additional Senior Obligations and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Terms defined in the Indenture are used herein as so defined. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as provided in the Indenture. This Security is one of the series designated as the [ ] Subordinated Notes due [__] of the Company (herein called the “Notes”), which series shall have a current aggregate principal amount of $[ ], which principal amount may be increased from time to time through the issuance of additional Notes. Interest on this Security shall be computed on the ~~face hereof~~ basis of [ ]. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest (if any) on this Security at the times, place and rate, and in the coin or currency herein prescribed. [If applicable, insert—This Security is not redeemable prior to maturity and is not subject to any sinking fund.] [If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ nor more than 60 days’ notice by mail [if applicable, insert -— (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, ~~limited in aggregate principal amount to US$~~ and (2)] ~~[if applicable, insert -; provided, however, that the Issuer may from time to time or~~ at any ~~time~~time [on or after , ~~without the consent of the Holders of the Securities~~20 ], create and issue additional Securities with terms and conditions identical to those of the Securities (except for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form as a single series with, the Securities]. This Security is an unsecured obligation of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at ~~any time and from time to time~~the election of the Company, at ~~a redemption price~~ the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before , %, and if redeemed] during the 12-month period beginning of the years indicated, And thereafter at a ~~percentage~~ Redemption Price equal to __% of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] 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 Securities, or one or more Predecessor Securities, 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.] [If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ nor more than 60 days’ notice by mail (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to __% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) 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 Securities, or one or more Predecessor Securities, 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.] [Notwithstanding the foregoing, the Company may not, prior to , redeem any Securities of this series as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than __% per annum.] [The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [not less than] $ [(“mandatory sinking fund”) and not more than $ ] aggregate principal amount of Securities of this series. [Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made [if applicable, insert — in the inverse order in which they become due].] In the event of redemption of this Security in part only, a new Security or Securities of this series and ~~rounded~~ of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. [If applicable, insert — The Indenture contains provisions for defeasance at any time of [(a)] [the entire indebtedness evidenced by this Security] [and (b)] certain restrictive covenants,] [in each case] upon compliance by the Company with certain conditions set forth therein, which provisions apply to ~~three decimal places) equal~~ this Security.] The indebtedness evidenced by this Security is, to the ~~greater of:~~extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and, in certain circumstances, to Additional Senior Obligations, as provided in the Indenture, 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 created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said provisions.

Appears in 1 contract

Samples: Indenture (J P Morgan Chase & Co)

Appears in 1 contract

Samples: Junior Subordinated Indenture (First Empire Capital Trust Ii)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (herein called the “"Securities”"), issued and to be issued in one or more series under an Indenture, dated as of ~~[·]~~________ __, 20~~[·]~~ __ (herein called the “"Indenture”"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Company and ~~Deutsche~~ The Bank ~~Trust Company Americas~~of New York, as trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Company, the ~~Guarantors~~Trustee, the ~~Trustee~~ holders of Senior Indebtedness 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 [~~if applicable, insert -~~, limited in aggregate principal amount to ~~US$ ]~~ [$]_____________]. By the terms of the Indenture, additional Securities [if applicable, insert -- of this series and] of other separate series, which may vary as to date, amount, Stated Maturity, interest rate or method of calculating the interest rate and in other respects as therein provided, may be issued in an unlimited principal amount. The Indebtedness evidenced by the Securities is, to the extent and in the manner provided in the Indenture referred to above, subordinate and subject in right of payment to the prior payment in full of the principal of (and premium, if any), and interest on all Senior Indebtedness of the Company, as defined in the Indenture, and each Holder of this Security, by accepting the same, agrees to and shall be bound by the provisions of the Indenture and authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination of this Security as provided in the Indenture and appoints the Trustee his or her attorney-in-fact for any and all such purposes. The indebtedness evidenced by this Security is issued subject to the provisions of the Indenture regarding payments to creditors in respect of General Obligations (as defined in the Indenture). In particular, the Indenture provides that if upon the occurrence of certain events of bankruptcy or insolvency relating to the Company, there remains, after giving effect to the subordination provisions referred to in the preceding paragraph, any amount of cash, property or securities available for payment or distribution in respect of Securities (as defined in the Indenture, "Excess Proceeds"), and if, at such time, any creditors in respect of General Obligations have not received payment in full of all amounts due or to become due on or in respect of such General Obligations, then such Excess Proceeds shall first be applied to pay or provide for the payment in full of such General Obligations before any payment or distribution may be made in respect of Securities. This paragraph shall immediately and automatically terminate, be null and void ab initio and have no further effect upon the occurrence of a Termination Event (as defined in the Indenture). [If applicable, insert -- [The Securities of this series are/This Security is] subject to redemption prior to the Stated Maturity hereof upon not less than 30 days' notice by mail to the Person[s] in whose name[s] [the Securities to be redeemed are/this Security is] registered at the address specified in the Security Register, [if applicable, insert -- (1) on ____________________ in any year commencing with the year ________ and ending with the year __________ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [on or after ____________________], 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 [on or before ____________________, ____%, and if redeemed] during the 12-month period beginning ____________________ of the years indicated, YEAR REDEMPTION PRICE YEAR REDEMPTION PRICE ---- ---------------- ---- ---------------- and thereafter at a Redemption Price equal to ____% of the principal amount [if applicable, insert -- , together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, provided, however, that installments of interest whose Stated Maturity is on or prior to such Redemption Date will be payable to the [Holders of such Securities/Holder of this Security] (or one or more Predecessor Securities) of record at the close of business on the relevant Regular Record Dates or Special Record Dates referred to on the face hereof, all as provided in the Indenture]. [If there is no sinking fund, insert -- [The Securities of this series are/This Security is] not subject to any sinking fund.]] [If applicable, insert -- [The Securities of this series are/This Security is] subject to redemption prior to the Stated Maturity hereof upon not less than 30 days' notice by mail to the Person[s] in whose name[s] [the Securities to be redeemed are/this Security is] registered at the address specified in the Security Register, (1) on ____________________ in any year commencing with the year __________ and ending with the year __________ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [on or after ____________________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below. If redeemed during the 12-month period beginning ____________________ of the years indicated, REDEMPTION PRICE FOR REDEMPTION PRICE REDEMPTION FOR REDEMPTION OTHERWISE THAN THROUGH OPERATION THROUGH OPERATION OF YEAR OF THE SINKING FUND THE SINKING FUND ---- ------------------- ---------------- and thereafter at a Redemption Price equal to ____% of the principal amount [if applicable, insert -- , together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to such Redemption Date will be payable to the ~~Issuer~~ [Holders of such Securities/Holder of this Security] (or one or more Predecessor Securities) of record at the close of business on the relevant Regular Record Dates or Special Record Dates referred to on the face hereof, all as provided in the Indenture].] [Notwithstanding the foregoing, the Company may ~~from time~~ not, prior to ~~time~~ ____________________, redeem any Securities of this series as contemplated by [clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than ____% per annum.] [The sinking fund for this series provides for the redemption on ____________________ in each year beginning with the year _________ and ending with the year _________ of [not less than] [$]_________ [("mandatory sinking fund") and not more than [$]_________] aggregate principal amount of Securities of this series. [Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made in the inverse order in which they become due.]] [In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor of an authorized denomination for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If the Security is not an Original Issue Discount Security, -- If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may (subject to the conditions set forth in the Indenture) be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, -- If an Event of Default with respect to Securities of this series shall occur and be continuing, a lesser amount than the principal amount due at the Stated Maturity of the Securities of this series may (subject to the conditions set forth in the Indenture) be declared due and payable in the manner and with the effect provided in the Indenture. The amount due and payable on this Security in the event that this Security is declared due and payable prior to the Stated Maturity hereof shall be -- insert formula for determining the amount -- or in the event that this Security is redeemed shall be the specified percentage of -- insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any ~~time~~time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of each series to be affected and, for certain purposes, without the consent of the Holders of any Securities at the ~~Securities, create and issue additional Securities with terms and conditions identical to those~~ time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is an Original Issue Discount Security, -- In determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver under the Indenture or whether a quorum is present at a meeting of Holders of Securities, the principal amount of any Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon the acceleration of the Maturity thereof.] Subject to the rights of holders of Senior Indebtedness of the Company set forth in this Security and as provided in the Indenture referred to above, no reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (~~except~~ and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor of authorized denominations and for the ~~issue date~~same aggregate principal amount, will be issued to the ~~issue price~~ designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of [$1,000] and any amount in excess thereof which is an integral multiple of [$1,000]. As provided in the ~~first interest payment date)~~Indenture and subject to certain limitations therein set forth, ~~which additional~~ Securities ~~shall increase the~~ of this series are exchangeable for a like aggregate principal amount ofof Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered in the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be ~~consolidated~~ affected by notice to the contrary. The Securities shall be governed by and ~~form a single series with,~~ construed in accordance with the ~~Securities]. This Security is an unsecured obligation~~ laws of the ~~Issuer and ranks~~ State of New York. All terms used in ~~right of payment on parity with all other unsecured and unsubordinated indebtedness of~~ this Security which are defined in the ~~Issuer (and without any preference among themselves) and~~ Indenture shall have the ~~Guarantees are unsecured obligations of~~ meanings assigned to them in the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:Indenture.

Appears in 1 contract

Samples: Indenture Agreement (Chittenden Corp /Vt/)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (herein called the “"Securities”"), issued and to be issued in one or more series under an a Junior Subordinated Indenture, dated as of February 5, 1997, [·]as supplemented by an Officers' Certificate dated as of ____________, ~~20[·]~~ (herein called the “"Indenture”"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Company and ~~Deutsche Bank Trust Company Americas~~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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Trustee, the ~~Guarantors, the Trustee~~ Company and the Holders of the ~~Securities~~ 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 [~~if applicable, insert -~~, limited in aggregate principal amount to ~~US$ ]~~ $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert--and in the Amended and Restated Declaration of Trust of [insert ~~-; provided~~the applicable U.S.B.H. Capital Trust ], ~~however~~dated as of [ ] (the "Amended and Restated Declaration of Trust") among U.S.B. Holding Co., ~~that~~ Inc., as Depositor, and the ~~Issuer~~ Trustees named therein,] shall have the meanings assigned to them in the Indenture or, to the extent not defined in the Indenture, the Amended and Restated Declaration of Trust, as the case may be. [If applicable, insert -- On or after the Company may at any time, at its option, subject to the terms and conditions of Article XI of the Indenture and subject to the Company having received prior approval of the Federal Reserve if then required under applicable capital guidelines of the Federal Reserve, redeem this Security in whole or in part at any time or from time to time prior to maturity, at a redemption price (the "Optional Prepayment Price") equal to the following prices, expressed in percentages of the principal amount of the Securities together with accrued but unpaid interest to but excluding the date fixed for redemption. If redeemed during the 12-month period beginning ____________: Year Redemption Price ---- ---------- [Insert year and redemption prices] and at 100% on or after _____________.] [If applicable, insert -- If a Tax Event or a Regulatory Capital Event (each a "Special Event") shall occur and be continuing prior to __________ __, ______, the Company may, at its option and subject to receipt of prior approval of the Federal Reserve if then required under applicable capital guidelines or policies of the Federal Reserve, prepay the Securities within 90 days after the occurrence of such Special Event, in whole (but not in part), at a prepayment price (the "Special Event Prepayment Price") equal to the greater of (i) 100% of the principal amount of such Securities and (ii) the sum, as determined by a Quotation Agent, of the present values of the principal amount and premium payable as part of the Optional Prepayment Price with respect to an optional redemption of such Securities on to __________ __, ______, together with scheduled payments of interest accruing from the prepayment date to __________ __, ______, (the "Remaining Life"), in each case discounted to the prepayment date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate, plus, in each case, accrued interest thereon to the date of prepayment. In the case of redemption on or after to __________ __, ______, following a Special Event, the Special Event Prepayment Price shall equal the Optional Prepayment Price then applicable to a redemption as described above.] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. [If the Security is not a Discount Security, -- If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of this Security may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture]. [If the Security is a Discount Security, -- If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of this Security may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. Such amount shall be equal to [ -- insert formula for determining the amount]. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any ~~time, without~~ time to enter into a supplemental indenture or indentures for the ~~consent~~ purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, -- As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (~~except for~~ and to the ~~issue date~~Trustee if given by Holders), provided, however, that, in the case of the Securities of this series issued to a U.S.B.H. Capital Trust, if upon an Event of Default, the ~~issue price~~ Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the ~~first interest payment date), which additional Securities shall increase the~~ Trustee. The Holders of a majority in aggregate principal amount of the Outstanding Securities of these Securities may annul such declaration and waive the default if the default (other than the non-payment of the principal of these Securities which has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee. Should the Holders of these Securities fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration such specified amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIV of the Indenture.] [If the Security is a Discount Security, -- As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a U.S.B.H. Capital Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee. The Holders of a majority in aggregate principal amount of the Outstanding Securities of these Securities may annul such declaration and waive the default if the default (other than the nonpayment of the principal of these Securities which has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee. Should the Holders of these Securities fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration such specified amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained pursuant to Section 10.02 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in denominations of $____________ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and ~~shall be consolidated~~ any Person that acquires a beneficial interest in, this Security intend that such Security constitute indebtedness and ~~form a single series with~~agree to treat such Security as indebtedness for all United States Federal, ~~the Securities]~~state and local tax purposes. This Security is an unsecured obligation of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Usb Holding Co Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Corporation (herein called the “"Securities”"), issued and to be issued in one or more series under an the Junior Subordinated Indenture, dated as of ~~[·]~~, ~~20[·]~~ 1999 (herein called the “"Indenture”"), ~~among~~ between the ~~Issuer~~Corporation and THE CHASE MANHATTAN BANK as Trustee (herein called the "Trustee", which term includes any successor trustee under the ~~Guarantors party~~ Indenture), to which Indenture and all indentures supplemental thereto ~~and Deutsche Bank Trust Company Americas, as Trustee, 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~~Corporation, the ~~Guarantors~~Trustee, the ~~Trustee~~ holders of Senior Indebtedness and the Holders of the ~~Securities~~ 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 [if applicable, ~~insert -~~insert--, limited in aggregate principal amount to ~~US$ ]~~ $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert--or in the Amended and Restated Trust Agreement, dated as of _________, 199_ (as modified, amended or supplemented from time to time, the "Trust Agreement"), relating to [insert ~~-; provided~~name of Issuer Trust] (the "Issuer Trust") among the Corporation, ~~however~~as Depositor, ~~that~~ the ~~Issuer may~~ Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto,] shall have the meanings assigned to them in the Indenture [if applicable, insert--or the Trust Agreement, as the case may be]. [If applicable, insert--The Corporation may at any time, ~~without~~ at its option, on or after _________, ____, and subject to the ~~consent~~ terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at [if applicable, insert-- the following Redemption Prices (expressed as percentages of the principal amount hereof): If redeemed during the 12-month period beginning _____________, Redemption Year Price ---- ---------- and thereafter at a Redemption Price equal to 100% of the principal amount hereof, together, in the case of any such redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the date fixed for redemption,] [a Redemption Price equal to 100% of the principal amount hereof, together, in the case of any such redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the date fixed for redemption.] [If applicable, insert--In addition, upon the occurrence and during the continuation of a Tax Event or an Investment Company Event in respect of the Issuer Trust, the Corporation may, at its option, at any time within 90 days of the occurrence and during the continuation of such Tax Event or Investment Company Event, as the case may be redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture, at a redemption price equal to [insert formula]. [If the Security is subject to redemption of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert - The Securities of this series are not redeemable prior to Stated Maturity.] [The Indenture contains provisions for satisfaction and discharge of [the entire indebtedness of] [or] [certain restrictive covenants and Events of Default with respect to] this Security [, in each case] this Security upon compliance by the Corporation with certain conditions set forth in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Corporation and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except for~~ of each series at the ~~issue date~~time Outstanding, on behalf of the ~~issue price~~ Holders of all Securities of such series, to waive compliance by the Corporation with certain provisions of the Indenture and certain past defaults under the ~~first interest payment date)~~Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, ~~which additional~~ whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities ~~shall increase~~ of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 33% in aggregate principal amount ~~of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation~~ of the ~~Issuer~~ Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and ~~ranks~~ payable immediately, by a notice in ~~right of payment on parity with all other unsecured and unsubordinated indebtedness of~~ writing to the ~~Issuer~~ Corporation (and ~~without any preference among themselves~~to the Trustee if given by Holders) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, ~~insert - Prior to~~ insert--, ~~20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”)~~provided, however, that, if upon an Event of Default, the ~~Issuer may redeem~~ Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 33% in aggregate Liquidation Amount of the Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities ~~at its option~~of this series shall become immediately due and payable, ~~in whole or in part~~provided, ~~at any time and from time to time~~however, ~~at a redemption price (expressed as a percentage~~ that the payment of principal ~~amount~~ and ~~rounded to three decimal places~~interest (including any Additional Interest) ~~equal~~ on such Securities shall remain subordinated to the ~~greater~~ extent provided in Article XIII of the Indenture.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of and any premium and interest [insert if applicable--including any Additional Interest)] on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Securities Registrar duly executed by, the Holder hereof or such Xxxxxx's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $ and any integral multiple of $____________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the contrary. The Corporation and, by its acceptance of this Security or a beneficial interest therein, the Holder of:, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Everest Re Capital Trust)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the ~~Issuer~~ Company designated as 7¾% Senior Subordinated Notes due 2013, Series B (herein called the “Exchange Securities”), limited in aggregate principal amount on the Issue Date to $525,000,000 issued and to be issued ~~in one or more series~~ under an Indenture, dated as of ~~[·]~~November 12, ~~20[·]~~ 2003 (herein called the “Indenture”,” which term shall have the meaning assigned to it in such instrument), among the ~~Issuer~~Company, the ~~Guarantors party thereto~~ guarantors named therein and ~~Deutsche~~ The Bank ~~Trust Company Americas~~of New York, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer, the Guarantors~~Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~This Security is one~~ The Company shall be entitled, subject to its compliance with Section 10.08 of the ~~series designated~~ Indenture, to issue Additional Securities pursuant to Section 3.13 of the Indenture. The Securities include the Initial Securities issued on the ~~face hereof [if applicable~~Issue Date, ~~insert -, limited in aggregate principal amount to US$ ] [if applicable, insert -; provided, however, that~~ any Additional Securities and the ~~Issuer may from time to time or at any time, without the consent of the Holders of the~~ Exchange Securities, ~~create~~ issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities issued on the Issue Date, any Additional Securities and ~~issue additional~~ the Exchange Securities ~~with~~ are treated as a single class of securities under the Indenture. The terms ~~and conditions identical to those~~ of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (~~except for~~ 15 U.S.C. 7aaa – 77bbbb (the ~~issue date~~“TIA”)), as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, the ~~issue price~~ Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the ~~first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form~~ TIA for a ~~single series with, the Securities]~~statement of such terms. This Security is ~~an unsecured obligation~~ redeemable at the option of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its optionCompany, in whole or in part, at any time on or after November 15, 2008, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, thereon to the Redemption Date, if redeemed during the twelve month period beginning on November 15 of the years indicated below: 2008 103.875 % 2009 102.917 % 2010 101.458 % 2011 and thereafter 100.000 % In addition, at any time, or from time to time, on or prior to November 15, 2006, the Company may, at its option, use the net cash proceeds of one or more Public Equity Offerings to redeem up to an aggregate of 35% of the principal amount of the Securities (which includes Additional Securities, if any), at a redemption price equal to 107.75% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to the Redemption Date; provided, however, that at least 65% of the aggregate principal amount of Securities (~~expressed~~ which includes Additional Securities, if any) remains outstanding immediately after the occurrence of such redemption. In order to effect the foregoing redemption with the proceeds of any Public Equity Offering, the Company shall send a redemption notice not later than 90 days after the consummation of any such Public Equity Offering. The Securities are not subject to any sinking fund. The Indenture provides that the Company is obligated (a) upon the occurrence of a Change in Control to make an offer to purchase all outstanding Securities at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the date of purchase and (b) to make an offer to purchase Securities with a portion of the net cash proceeds of certain sales or other dispositions of assets (not applied as specified in the Indenture within the periods set forth therein) at a ~~percentage~~ purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase. In the event of redemption or purchase of this Security in part only pursuant to a Change of Control Offer or an Asset Sale Offer, a new Security or Securities for the unredeemed or unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or of certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. If an Event of Default shall occur and be continuing, there may be declared due and payable the principal of, premium, if any, and accrued and unpaid interest, if any, on all of the outstanding Securities, in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in principal amount of the Securities at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee and the Trustee shall not have received from the Holders of a majority in principal amount of Securities at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding for 15 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to certain suits described in the Indenture, including any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein (or, in the case of redemption, on or after the Redemption Date or, in the case of any purchase of this Security required to be made pursuant to a Change of Control Offer or an Asset Sale Offer, on or after the relevant Purchase Date). No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. The obligations of the Company under the Indenture and this Security are expressly subordinated to all Senior Indebtedness and senior in right of payment to all Subordinated Indebtedness, in each case to the extent set forth in Article XIV of the Indenture, and reference is hereby made to such Indenture for the precise terms of such subordination. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security is issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and ~~rounded~~ any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to ~~three decimal places~~the contrary. Interest on this Security shall be computed on the basis of a 360-day year comprised of twelve 30-day months. As provided in the Indenture and subject to certain limitations therein set forth, the obligations of the Company under the Indenture and this Security are Guaranteed pursuant to Guarantees endorsed hereon as provided in the Indenture. Each Holder, by holding this Security, agrees to all of the terms and provisions of said Guarantees. The Indenture provides that each Guarantor shall be released from its Guarantee upon compliance with certain conditions. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof. To assign this Security, fill in the form below: I or we assign and transfer this Security to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side of this Security. This certificate relates to $ principal amount of Securities held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (check one box below): has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depositary a Security or Securities in definitive, registered form of authorized denominations and in an aggregate principal amount equal to its beneficial interest in such Global Security (or the ~~greater of:~~portion thereof indicated above); has requested the Trustee by written order to exchange or register the transfer of a Security or Securities. In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that such Securities are being transferred in accordance with its terms: CHECK ONE BOX BELOW

Appears in 1 contract

Samples: Indenture (United Rentals Inc /De)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (herein called the “"Securities”"), issued and to be issued in one or more series under an the Junior Subordinated Indenture, dated as of ~~[·]~~January 31, ~~20[·]~~ 1997 (herein called the “"Indenture”"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Company and ~~Deutsche Bank~~ Bankers Trust ~~Company Americas~~Company, 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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Company, the ~~Guarantors~~Trustee, the ~~Trustee~~ holders of Senior Indebtedness and the Holders of the ~~Securities~~ 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 [if applicable, ~~insert -~~insert--, limited in aggregate principal amount to ~~US$ ]~~ $________________]. All terms used in this Security that are defined in the Indenture [if applicable, insert-- or in [insert ~~-; provided~~name of trust agreement], ~~however~~dated as of _____________ (as modified, ~~that the Issuer may~~ amended or supplemented from time to time the "Trust Agreement"), relating to [insert name of Issuer Trust] [the ("Issuer Trust") among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto] shall have the meanings assigned to them in the Indenture [if applicable, insert--or the Trust Agreement, as the case may be]. [If applicable, insert--The Company has the right to redeem this Security (i) on or after _________, in whole at any time or in part from time to time, ~~without~~ or (ii) in whole (but not in part), at any time within 90 days following the ~~consent~~ occurrence and during the continuation of a Tax Event, Investment Company Event, or Capital Treatment Event, in each case at a Redemption Price described below, and subject to possible regulatory approval. [If applicable, insert--In the case of a redemption on or after __________, the Redemption Price shall equal the following prices, expressed in percentages of the principal amount hereof, together with accrued interest to but excluding the date fixed for redemption, if redeemed during the 12-month period beginning __________: Redemption Year Price ---- ----- and 100% on or after __________. In the case of a redemption on or after __________ following a Tax Event, Investment Company Event or Capital Treatment Event, the Redemption Price shall equal the Redemption Price then applicable to a redemption under the preceding paragraph. In the case of a redemption prior to __________ following a Tax Event, Investment Company Event or Capital Treatment Event in respect of the Issuer Trust, the Redemption Price shall equal the Make-Whole Amount for a corresponding $__________ principal amount hereof, together with accrued interest to but excluding the date fixed for redemption, which Make-Whole Amount will be equal to the greater of (i) 100% of the principal amount hereof, and (ii) as determined by a Quotation Agent (as defined in the Trust Agreement), the sum of the present value of 100% of the principal amount that would be payable with respect hereto on __________, together with the present values of scheduled payments of interest from the date fixed for redemption to __________, in each case discounted to the date fixed for redemption on a [monthly] [quarterly] [semi-annual] basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined in the Trust Agreement).] [If the Security is subject to redemption of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert--The Indenture contains provisions for defeasance at any time [of the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance by the Company with certain conditions set forth in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except for~~ of each series at the ~~issue date~~time Outstanding, on behalf of the ~~issue price~~ Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the ~~first interest payment date)~~Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, ~~which additional~~ whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities ~~shall increase~~ of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount ~~of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation~~ of the ~~Issuer~~ Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and ~~ranks~~ payable immediately, by a notice in ~~right of payment on parity with all other unsecured and unsubordinated indebtedness of~~ writing to the ~~Issuer~~ Company (and ~~without any preference among themselves~~to the Trustee if given by Holders) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the outstanding Securities of this series to be immediately due and payable, the Holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee. The principal amount payable upon such acceleration shall be equal to--insert - formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities of this series shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest (including Additional Interest) on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $______________ and any integral multiple of $____________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to ~~, 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”)~~due presentment of this Security for registration of transfer, the ~~Issuer~~ Company, the Trustee and any agent of the Company or the Trustee may ~~redeem~~ treat the ~~Securities at its option~~Person in whose name this Security is registered as the owner hereof for all purposes, ~~in whole~~ whether or ~~in part~~not this Security be overdue, at and neither the Company, the Trustee nor any ~~time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal~~ such agent shall be affected by notice to the ~~greater~~ contrary. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of:, and any Person that acquires a beneficial interest in, this Security agrees that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THIS SECURITY IS A DIRECT AND UNSECURED OBLIGATION OF THE COMPANY, DOES NOT EVIDENCE DEPOSITS AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER INSURER OR GOVERNMENT AGENCY. THIS SECURITY WILL BE SUBORDINATE TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS OF THE COMPANY AND WILL BE INELIGIBLE AS COLLATERAL TO SECURE A LOAN FROM THE COMPANY.

Appears in 1 contract

Samples: Junior Subordinated Indenture (First Empire Capital Trust I)

Appears in 1 contract

Samples: Junior Subordinated Indenture (Republic New York Capital Iv)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the ~~Issuer~~ Company designated as its % due 20 (herein called the “Securities”), limited initially (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $ , issued and to be issued ~~in one or more series~~ under an Indenture, dated as of ~~[·]~~, ~~20[·]~~ 2008 (herein called the “Indenture”), which term shall have the meaning assigned to it in such instrument), among the ~~Issuer~~Company, the Subsidiary Guarantors ~~party thereto~~ named therein, and ~~Deutsche~~ HSBC Bank ~~Trust Company Americas~~USA, National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture). The Company may, without the consent of the Holders, create and ~~reference~~ issue additional Securities (the “Additional Securities”) ranking equally with the Securities and otherwise similar in all respects so that the Additional Securities shall be consolidated and form a single series with the Securities. The Company may not issue Additional Securities if an Event of Default shall occur and be continuing with respect to the Securities. Reference is hereby made to the ~~Indenture~~ Indenture; all Supplemental Indentures thereto and all Officers’ Certificates setting forth the terms of Securities of a series pursuant to Section 301 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Company, the Subsidiary Guarantors, 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~~ In the event of a deposit or withdrawal of an interest in this Security ~~is one~~ (including upon an exchange, transfer, redemption or repurchase of this Security in part only) effected in accordance with the Applicable Procedures, the Security Registrar, upon receipt of notice of such event from the Depositary’s custodian for this Security, shall make an adjustment on its records to reflect an increase or decrease of the ~~series designated on the face hereof [if applicable, insert -, limited in aggregate~~ Outstanding principal amount of this Security resulting from such deposit or withdrawal, as the case may be. [IF A GLOBAL SECURITY, THEN INSERT: In the event of a deposit or withdrawal of an interest in this Security (including upon an exchange or transfer of this Security) effected in accordance with the Applicable Procedures, the Security Registrar, upon receipt of notice of such event from the Depositary’s custodian for this Security, shall make an adjustment on its records to ~~US$~~ reflect an increase or decrease of the Outstanding principal amount of this Security resulting from such deposit or withdrawal, as the case may be.] If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. [~~if applicable~~IF PROVIDED IN THE APPLICABLE SUPPLEMENTAL INDENTURE OR OFFICERS’ CERTIFICATE SETTING FORTH THE TERMS OF SECURITIES OF A SERIES PURSUANT TO SECTION 301, ~~insert -;~~ THEN INSERT] As provided in the Indenture and subject to certain limitations therein set forth, the obligations of the Company under the Indenture and this Security are guaranteed pursuant to Subsidiary Guarantees endorsed hereon as provided in the Indenture. Each Holder, by holding this Security, agrees to all of the terms and provisions of said Subsidiary Guarantees. The Indenture provides that a Subsidiary Guarantor shall be released from its Subsidiary Guarantee upon compliance with certain conditions. [IF THE APPLICABLE SUPPLEMENTAL INDENTURE OR OFFICERS’ CERTIFICATE SETTING FORTH THE TERMS OF SECURITIES OF A SERIES PURSUANT TO SECTION 301 DO NOT PROVIDE THAT THE SECURITIES ARE TO BE GUARANTEED BY THE SUBSIDIARY GUARANTORS, REMOVE ALL REFERENCES THERETO IN THE SUCCEEDING PARAGRAPHS OF THIS SECTION 203 AND XXXX APPROPRIATE CONFORMING CHANGES] The Indenture permits, with certain exceptions as therein provided, ~~however, that~~ the ~~Issuer may from time to time or~~ amendment thereof and the modification of the rights and obligations of the Company and the Subsidiary Guarantors and the rights of the Holders of the Securities of any series under the Indenture at any ~~time, without~~ time by the Company and the Subsidiary Guarantors and the Trustee with the consent of the Holders of ~~the Securities, create and issue additional Securities with terms and conditions identical to those~~ a majority in aggregate principal amount of the Securities ~~(except for~~ of that or those series of Securities affected at the ~~issue date,~~ time Outstanding. The Indenture also contains provisions permitting the ~~issue price and the first interest payment date), which additional Securities shall increase the~~ Holders of a majority in aggregate principal amount ofof the Securities of any series at the time Outstanding, on behalf of the Holders of all the Securities of such series, to waive compliance by the Company or the Subsidiary Guarantors with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be ~~consolidated~~ conclusive and ~~form a single~~ binding upon such Holder and upon all future Holders of this Security and of any Security of such series ~~with~~issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the ~~Securities]. This~~ Indenture and no provision of this Security ~~is an unsecured~~ or of the Indenture shall alter or impair the obligation of the ~~Issuer~~ Company, which is absolute and ~~ranks~~ unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in ~~right~~ the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of ~~payment on parity with all other unsecured and unsubordinated indebtedness~~ this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the ~~Issuer (and without any preference among themselves)~~ Trustee, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Guarantees~~ Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are ~~unsecured obligations~~ issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company, the Subsidiary Guarantors or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and ~~will rank on a parity with all other unsecured and unsubordinated indebtedness~~ neither the Company, the Subsidiary Guarantors or the Trustee nor any such agent shall be affected by notice to the contrary. Upon execution of the ~~Guarantors~~certificate of authentication hereon by the Trustee, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal this Security shall be entitled to the ~~greater of:~~benefits under the Indenture. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. THE INDENTURE, THIS SECURITY AND THE SUBSIDIARY GUARANTEE ENDORSED HEREON SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Appears in 1 contract

Samples: Indenture (Staples Inc)

Appears in 1 contract

Samples: Senior Indenture (MRM Capital Trust Iii)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of St. Xxxx, designated as its [ ]% Junior Subordinated Debentures Due 2050 (herein called the ~~Issuer (the “Securities”~~"SECURITIES"), limited in aggregate principal amount to $[ ], issued and to be issued ~~in one or more series~~ under an Indenture, dated as of [·[ ], ~~20[·]~~ 2001 (herein called the ~~“Indenture”~~"INDENTURE"), ~~among~~ between The St. Xxxx Companies, Inc., a Minnesota corporation ("ST. XXXX") and The Chase Manhattan Bank, not in its individual capacity but solely as Trustee (herein called the ~~Issuer~~"TRUSTEE", which term includes any successor trustee under the ~~Guarantors party~~ Indenture), to which Indenture and all indentures supplemental thereto ~~and Deutsche Bank Trust Company Americas, as Trustee, 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~~St. Xxxx, the ~~Guarantors~~Trustee, ~~the Trustee and~~ the Holders of the Securities and the holders of Senior Indebtedness and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~This~~ All terms used in this Security which are defined in the Indenture shall have the respective meanings assigned to them in the Indenture. All terms used in this Security which are not defined in the Indenture but are defined in the form of Declaration (as executed by the parties thereto, the "DECLARATION") attached as Annex A thereto shall have the respective meanings assigned to them in such form of Declaration. The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and this Security is ~~one~~ issued subject to the provisions of the ~~series designated~~ 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 behalf to take such action as may be necessary or appropriate to effectuate the ~~face hereof [if applicable~~subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. If an Event of Default with respect to the Securities shall occur and be continuing, ~~insert -~~the principal of the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, ~~limited in aggregate principal amount to US$ ] [if applicable, insert -;~~ with certain exceptions as therein provided, ~~however, that~~ the ~~Issuer may from time to time or~~ amendment thereof and the modification of the rights and obligations of St. Xxxx and the rights of the Holders of the Securities under the Indenture at any ~~time, without~~ time by St. Xxxx and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding and while the Preferred Securities are outstanding, the consent of holders of a majority in aggregate Liquidation Preference of the Preferred Securities. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, ~~create~~ to waive certain past defaults under the Indenture and ~~issue additional Securities with terms~~ their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and ~~conditions identical~~ binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to ~~those~~ the Indenture and no provision of this Security or of the ~~Securities (except~~ Indenture shall alter or impair the obligation of St. Xxxx, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of St. Xxxx in The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to St. Xxxx and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the ~~issue date~~same aggregate principal amount, will be issued to the ~~issue price~~ designated transferee or transferees. The Securities are issuable only in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the ~~first interest payment date)~~Indenture and subject to certain limitations therein set forth, ~~which additional~~ Securities ~~shall increase the~~ are exchangeable for a like aggregate principal amount ofof Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but St. Xxxx xxx require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, St. Xxxx, the Trustee and any agent of St. Xxxx or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither St. Xxxx, the Trustee nor any such agent shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred affected by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal notice to the ~~greater of:~~contrary.

Appears in 1 contract

Samples: Indenture (St Paul Companies Inc /Mn/)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (herein called the ~~“Securities”~~"SECURITIES"), issued and to be issued in one or more series under an the Junior Subordinated Indenture, dated as of ~~[·]~~_______, ~~20[·]~~ 1999 (herein called the ~~“Indenture”~~"INDENTURE"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Company and ~~Deutsche Bank~~ Bankers Trust ~~Company Americas~~Company, as ~~Trustee~~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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Company, the ~~Guarantors~~Trustee, the ~~Trustee~~ holders of Senior Indebtedness and the Holders of the ~~Securities~~ 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 [~~if applicable~~IF APPLICABLE, ~~insert -~~INSERT--, limited in aggregate principal amount to ~~US$ ]~~ $_________]. All terms used in this Security that are defined in the Indenture [~~if applicable~~IF APPLICABLE, INSERT-- or in [insert ~~-; provided~~name of trust agreement], ~~however~~dated as of __________________ (as modified, ~~that the Issuer may~~ amended or supplemented from time to time the "TRUST AGREEMENT"), relating to [INSERT NAME OF ISSUER TRUST] [the ("ISSUER TRUST") among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto] shall have the meanings assigned to them in the Indenture [IF APPLICABLE, INSERT--or the Trust Agreement, as the case may be]. [IF APPLICABLE, INSERT--The Company has the right to redeem this Security (i) on or after 2009, in whole at any time or in part from time to time, ~~without~~ or (ii) in whole (but not in part), at any time within 90 days following the ~~consent~~ occurrence and during the continuation of a Tax Event, Investment Company Event, or Capital Treatment Event, in each case at the Redemption Price described below, and subject to possible regulatory approval.] [IF APPLICABLE, INSERT--In the case of a redemption on or after_________ 2009, the Redemption Price shall equal the following prices, expressed in percentages of the principal amount hereof, together with accrued interest to but excluding the date fixed for redemption, if redeemed during the 12-month period beginning ____________________: Redemption Year Price ---- ---------- and 100% on or after _________ 2019. In the case of a redemption on or after _________ 2009 following a Tax Event, Investment Company Event or Capital Treatment Event, the Redemption Price shall equal the Redemption Price then applicable to a redemption under the preceding paragraph. In the case of a redemption prior to _________ 2009 following a Tax Event, Investment Company Event or Capital Treatment Event in respect of the Issuer Trust, the Redemption Price shall equal the Make-Whole Amount for a corresponding $___________ principal amount hereof, together with accrued interest to but excluding the date fixed for redemption, which Make-Whole Amount will be equal to the greater of (i) 100% of the principal amount hereof, and (ii) as determined by a Quotation Agent (as defined in the Trust Agreement), the sum of the present values of the principal amount hereof and premium, if any, payable as part of the Redemption Price with respect to an optional redemption hereof on ___________, together with the present values of scheduled payments of interest (not including the portion of any such payments of interest accrued as of the Redemption Date) from the dated fixed for redemption to ____________, in each case discounted to the date fixed for redemption on a [monthly] [quarterly] [semi-annual] basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined in the Trust Agreement).) [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [IF APPLICABLE, INSERT--The Indenture contains provisions for defeasance at any time [of the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance by the Company with certain conditions set forth in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except for~~ of each series at the ~~issue date~~time Outstanding, on behalf of the ~~issue price~~ Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the ~~first interest payment date), which additional Securities shall increase~~ Indenture and their consequences. Any such consent or waiver by the ~~aggregate principal amount of, and~~ Holder of this Security shall be ~~consolidated~~ conclusive and ~~form a single series with,~~ binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the ~~Securities]. This Security is an unsecured obligation~~ registration of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole transfer hereof or in ~~part~~exchange herefor or in lieu hereof, ~~at any time and from time to time, at a redemption price (expressed as a percentage~~ whether or not notation of ~~principal amount and rounded to three decimal places) equal to the greater of:~~such consent or waiver is made upon this Security.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Fidelity Bancshares Nc Inc /De/)

Form of Reverse of Security. This ~~Security~~ Note is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of ~~[·]~~November 21, ~~20[·~~2011 (herein called the “Base Indenture”), as supplemented by a [ ] Supplemental Indenture dated as of [ ] (herein called the “[ ] Supplemental Indenture”; the Base Indenture, as supplemented by the [ ] Supplemental Indenture, the “Indenture”), each among the Issuer, WPP PLC, a public company limited by shares incorporated under the ~~Guarantors party thereto~~ Companies (Jersey) Law 1991 (the “Parent Guarantor”), WPP 2008 LIMITED, a private limited company organized and ~~Deutsche Bank Trust Company Americas~~existing under the laws of England and Wales, WPP 2005 LIMITED, a private limited company organized and existing under the laws of England and Wales and WPP AIR 1 LIMITED, a company limited by shares incorporated in Ireland (collectively, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors” which term includes any successor guarantor 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 the initial Security Registrar and Principal Paying Agent, and Citibank, N.A., London Branch, as a Paying Agent, and reference is hereby made to the ~~Indenture~~ Indenture[, as supplemented by the Supplemental Indenture,] for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Parent Guarantor, the Subsidiary Guarantors, the Trustee and Agents 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 [if applicable, insert -— , limited in initial aggregate principal amount to ~~US$~~ U.S.$ ]. Capitalized terms used herein but not defined shall have the respective meanings assigned to them in the Indenture. The Subsidiary Guarantors and the Parent Guarantor have fully and unconditionally guaranteed, on a joint and several basis, the full and punctual payment of the principal, premium, if any, interest, Additional Amounts and any other amounts payable in respect of the Securities, when and as the same shall become due and payable by the Issuer in respect of the Securities, whether at the stated maturity thereof, by declaration of acceleration, call for redemption, call for repurchase or otherwise, in accordance with the terms of the Securities and of the Indenture. To the extent set forth in the applicable Board Resolutions or a supplemental indenture, the full and punctual payment of the principal, premium, if any, interest, Additional Amounts and any other amounts payable in respect of the Securities, when and as the same shall become due and payable by the Issuer in respect of the Securities, whether at the stated maturity thereof, by declaration of acceleration, call for redemption, call for repurchase or otherwise, in accordance with the terms of the Securities and of the Indenture may also be guaranteed by any other Guarantor that may guarantee the Securities. [If applicable, insert — The interest rate payable on the Securities 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 Securities, in the manner described below. If the rating of the Securities 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 Securities shall increase from the interest rate payable on the Securities 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 Rating Agency. If the rating of the Securities from S&P or any Substitute Rating Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on the Securities shall increase from the interest rate payable on the Securities on the Issue Date by the percentage points set forth below opposite that rating: BB+ 0.25 BB 0.50 BB- 0.75 B+ or below 1.00 * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Securities has been adjusted upward and either Xxxxx’x or S&P (or, in either case, a Substitute Rating Agency thereof), as the case may be, subsequently increases its rating of the Securities to any of the ratings set forth in the tables above, the interest rate on the Securities shall be decreased such that the interest rate for the Securities equals the interest rate payable on the Securities on the Issue Date plus the applicable percentage points set forth opposite the ratings in the tables above in effect immediately following the ratings increase. If Xxxxx’x or any Substitute Rating Agency thereof subsequently increases its rating of the Securities to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency thereof increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Securities shall be decreased to the interest rate payable on the Securities on the Issue Date. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Xxxxx’x or S&P (or, in either case, any Substitute Rating Agency thereof), shall be made independent of any and all other adjustments. In no event shall (i) the interest rate on the Securities be reduced to below the interest rate payable on the Securities on the Issue Date or (ii) the total increase in the interest rate on the Securities exceed 2.00 percentage points above the interest rate payable on the Securities on the Issue Date. No adjustments in the interest rate of the Securities shall be made solely as a result of a Rating Agency ceasing to provide a rating of the Securities. If, at any time, less than two Rating Agencies provide a rating of the Securities for reason beyond the Issuer’s control, the Issuer shall use its commercially reasonable efforts to obtain a rating of the Securities from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Securities pursuant to the table above (x) such Substitute Rating Agency shall be substituted for the last Rating Agency to provide a rating of the Securities but which has since ceased to provide such rating, (y) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt shall be determined in good faith by an independent investment banking institution of national standing appointed by the Issuer and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Xxxxx’x or S&P, as applicable, in such table and (z) the interest rate on the Securities shall increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Securities on the Issue Date plus the appropriate percentage points, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (y) above) (plus any applicable percentage points resulting from a decreased rating by the other Rating Agency). For so long as only one Rating Agency provides a rating of the Securities, any subsequent increase or decrease in the interest rate of the Securities necessitated by a reduction or increase in the rating by such Rating Agency shall be twice the percentage points set forth in the applicable table above. For so long as no Rating Agency provides a rating of the Securities, the interest rate on the Securities shall increase to, or remain at, as the case may be, 2.00 percentage points above the interest rate payable on the Securities on the Issue Date. The interest rate on the Securities shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both Rating Agencies) if the Securities become rated A2 and A (or its equivalent, in the case of a Substitute Rating Agency) or higher by Xxxxx’x and S&P, respectively (or, in either case, any Substitute Rating Agency thereof), or one of these ratings if the Securities are only rated by one Rating Agency. Any interest rate increase or decrease described herein shall take effect from the first day of the interest period during which a rating change requires an adjustment in the interest rate. If Xxxxx’x or S&P or any Substitute Rating Agency thereof changes its rating of the Securities more than once during any particular interest period, the last change by such agency during such period shall control for purposes of any interest rate increase or decrease with respect to the Securities described above relating to such Rating Agency’s action. If the interest rate payable on the Securities is increased as described above, then the term “interest,” as used in this Security, shall be deemed to include any such additional interest unless the context otherwise requires. The Issuer shall deliver to the Trustee and the Principal Paying Agent, if the Trustee shall not then be acting as Principal Paying Agent, within five calendar days after either Xxxxx’x or S&P or any Substitute Rating Agency thereof downgrades, or subsequently upgrades, the rating assigned to the Securities as described above, an Officers’ Certificate stating (i) that the rating downgrade, or subsequent upgrade, as the case may be, has occurred and (ii) the current rating or ratings upon which the interest rate payable on the Securities shall be based.] [If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’, nor more than 60 days’, notice, as a whole or in part, at the election of the Issuer, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before , %, and if redeemed] during the 12-~~; provided~~month period beginning of the years indicated, ~~however~~and thereafter at a Redemption Price equal to % of the principal amount, ~~that~~ together in the ~~Issuer may from time~~ case of any such redemption with accrued and unpaid interest to, but excluding, the Redemption Date, but interest installments whose Stated Maturity is on or prior to ~~time or at any time, without the consent of~~ such Redemption Date shall be payable to the Holders of ~~the~~ such Securities or one or more Predecessor Securities, ~~create~~ of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert – The Securities of this series are subject to redemption upon not less than 30 days’, nor more than 60 days’, notice by mail, [If applicable, insert—(1) on in any year commencing with the year and ~~issue additional Securities~~ ending with ~~terms and conditions identical to those of~~ the ~~Securities (except for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of~~year , and ~~shall be consolidated and form~~ (2)] at any time [If applicable, insert — on or after ], as a ~~single series with~~whole or in part, at the ~~Securities]. This Security is an unsecured obligation~~ election of the Issuer ~~and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness~~ at 100% of the ~~Issuer~~ principal amount of such Securities plus a premium (determined by the Issuer) equal to the excess, if any, of (i) the present value of all interest and ~~without any preference among themselves) and~~ principal payments scheduled to become due after the ~~Guarantees are unsecured obligations~~ date of such redemption in respect of the ~~Guarantors and will rank~~ portion of such Securities to be redeemed (such present value to be determined by the Issuer on the basis of a ~~parity~~ discount rate equal to the yield on maturity on U.S. Treasury instruments with ~~all other unsecured and unsubordinated indebtedness~~ a maturity as close as practicable to the remaining average life of such Securities) over (ii) the ~~Guarantors, except, in each case, for indebtedness mandatorily preferred by law.~~ principal amount of such Securities to be redeemed.] [if If applicable, insert ~~- Prior to~~ – The Issuer shall have the right, ~~20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities~~ at its option, to redeem the Securities in whole or in part, at any time ~~and~~ or from time to ~~time~~time prior to their Stated Maturity, at a redemption price ~~(expressed as a percentage of principal amount and rounded to three decimal places)~~ equal to the greater ~~of:~~of (1) 100% of the principal amount of such Securities and (2) the sum of the present values of each remaining scheduled payment of principal and interest thereon (exclusive of interest accrued and unpaid to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in Section 301 hereof) plus [ ] basis points, plus accrued and unpaid interest on the principal amount of the Securities to, but excluding, the Redemption Date.

Appears in 1 contract

Samples: Indenture (WPP Finance 2010)

Appears in 1 contract

Samples: Junior Subordinated Indenture (Hl&p Capital Trust I)

Form of Reverse of Security. This Security is one of a duly authorized issue of senior securities of the ~~Issuer~~ Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of ~~[·], 20[·~~[ ] (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the ~~Issuer~~Company, the Guarantors ~~party thereto~~ and ~~Deutsche Bank Trust Company Americas~~[ Trustee ], as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), 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~~Company, the Guarantors, 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 [if applicable, insert -, — limited in aggregate principal amount to ~~US$ ]~~ $[ ]. This Security is the general, [unsecured], senior obligation of the Company [if applicable, insert — and is guaranteed pursuant to a guarantee (the “Guarantee”) by [ insert name of each Guarantor ] (the “Guarantors”). The Guarantee by each Guarantee is the general, [unsecured], senior obligation of such Guarantor]. [If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ nor more than 60 days’ notice, at any time [if applicable, insert — on or after [●], 20 ], 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 [if applicable, insert — on or before [●] , [●]%, and if redeemed] during the 12-; month period beginning of the years indicated, and thereafter at a Redemption Price equal to [●]% 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 Securities, 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.] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert — The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, ~~however~~the amendment thereof and the modification of the rights and obligations of the Company [if applicable, ~~that~~ insert — and the ~~Issuer may from time~~ Guarantors] and the rights of the Holders of the Securities to ~~time or~~ be affected under the Indenture at any ~~time~~time by the Company [if applicable, ~~without~~ insert — and the Guarantors] and the Trustee with the consent of the Holders of a majority in principal amount (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of all Securities at the time Outstanding to be affected (considered together as one class for this purpose and such Securities to be affected potentially being Securities of the same or different series and, with respect to any series, potentially comprising fewer than all the Securities of such series), except as may otherwise be provided pursuant to the Indenture for all or any specific Securities of any series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount (including waivers obtained in connection with a purchase of, or tender offer or exchange offer for, Securities~~, create and issue additional Securities with terms and conditions identical to those~~ ) of the Securities at the time Outstanding to be affected under the Indenture (~~except~~ considered together as one class for this purpose and such affected Securities potentially being Securities of the ~~issue date~~same or different series and, with respect to any particular series, potentially comprising fewer than all the ~~issue price and the first interest payment date~~Securities of such series), ~~which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation~~ on behalf of the ~~Issuer and ranks in right~~ Holders of ~~payment on parity with~~ all ~~other unsecured and unsubordinated indebtedness of~~ Securities so affected, to waive compliance by the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Company [if applicable, insert ~~- Prior to~~ — and the Guarantors] with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount (including waivers obtained in connection with a purchase of, ~~20[·] ([·] month[s] prior to their maturity date~~or tender offer or exchange offer for, Securities) ~~(the “Par Call Date”), the Issuer may redeem~~ of the Securities at ~~its option~~the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture with respect to such series and their consequences, in ~~whole~~ the case of Clause (i) or (ii), except as may otherwise be provided pursuant to the Indenture for all or any specific Securities of any series. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in ~~part~~exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any ~~time~~ such proceeding, for 60 days after receipt of such notice, request and ~~from time~~ offer of indemnity. The foregoing shall not apply to ~~time, at a redemption price (expressed as a percentage~~ any suit instituted by the Holder of this Security for the enforcement of any payment of principal ~~amount and rounded to three decimal places) equal~~ hereof or any premium or interest hereon on or after the respective due dates expressed herein. If so provided pursuant to the ~~greater of:~~terms of any specific Securities, the above-referenced provisions of the Indenture regarding the ability of Holders to waive certain defaults, or to request the Trustee to institute proceedings (or to give the Trustee other directions) in respect thereof, may be applied differently with regard to such Securities, subject in any such case to the applicable provisions of the Trust Indenture Act. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed [if applicable, insert — or alter or impair the obligation of each Guarantor, which is absolute and unconditional, to pay pursuant to its Guarantee]. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, [if applicable, insert — any Guarantor,] the Trustee and any agent of the Company [if applicable, insert — any Guarantor] or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, [if applicable, insert — any Guarantor,] the Trustee nor any such agent shall be affected by notice to the contrary. [If this Security is a Global Security, insert — This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations therein on transfers and exchanges of Global Securities. The holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of definitive Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture. ] THIS SECURITY AND THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Appears in 1 contract

Samples: Indenture (Cott USA Finance LLC)

Appears in 1 contract

Samples: Indenture (WPP Air 1 LTD)

Form of Reverse of Security. This Debt Security is one of a duly authorized issue of senior securities of the ~~Issuer~~ Company (herein called the “Debt Securities”), issued and to be issued in one or more series under an Indenture, dated as of ~~[·], 20[·~~[ ] (herein called the “Indenture”), among the ~~Issuer~~Company, Xxxxxx Resources of California, Inc., a California corporation (herein called the ~~Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee~~“Guarantor,” which term includes any successor guarantor under the Indenture), and The Bank of New York (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 ~~to the Indenture~~ for a ~~statement~~ statement, of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Company, the ~~Guarantors~~Guarantor, the Trustee and the Holders of the Debt Securities and of the terms upon which the Debt Securities and the Guarantees (as defined below) are, and are to be, authenticated and delivered. This Debt Security is one of the series designated on the face hereof [~~if applicable, insert -~~, limited in aggregate principal amount to ~~US$~~ $ ]. The Securities are senior unsecured obligations of the Company and are guaranteed pursuant to guarantees (the “Guarantees”) by the Guarantor. Each of the Guarantees is a senior unsecured obligation of the Guarantor. Certain limitations to the obligations of the Guarantor are set forth in further detail in the Indenture. References herein to the Indenture or the Debt Securities shall be deemed also to refer to the Guarantees set forth in the Indenture except where the context otherwise requires. [If applicable, insert — The Debt Securities of this series are subject to redemption upon not less than days’ notice by mail, [if applicable, insert, — (1) on in any year commencing with the year and ending with the year . through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [on or after , 20 ], 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 [on or before , %, and if redeemed] during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] 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 Debt Securities, or one or more Predecessor Debt 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.] [If applicable, insert — The Debt Securities of this series are subject to redemption upon not less than nor more than days’ notice by mail, (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at anytime [on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) 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 Debt Securities, or one or more Predecessor Debt 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.] [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to , redeem any Debt Securities of this series as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of monies borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] [If applicable, insert — The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [not less than] $ [(“mandatory sinking fund”) and not more than $ ] aggregate principal amount of Debt Securities of this series. [Debt Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made – in the inverse order in which they become due.] [If the Debt Securities are subject to redemption in part of any kind, insert — In the event of redemption of this Debt Security in part only, a new Debt Security or Debt Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert — The Debt Securities of this series are not redeemable prior to Stated Maturity.] [If the Debt Security is not an Original Issue Discount Security, — If an Event of Default with respect to Debt Securities of this series shall occur and be continuing, the principal of the Debt Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Debt Security is an Original Issue Discount Security, — If an Event of Default with respect to Debt Securities of this series shall occur and be continuing, an amount of principal of the Debt Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s and the Guarantor’s obligations in respect of the payment of the principal of and interest, if any, on the Debt Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Debt Securities of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Debt Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Debt Securities of each series at the time Outstanding, on behalf of the Holders of all Debt Securities of such series, to waive compliance by the Company or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Debt Security shall be conclusive and binding upon such Holder and upon all future Holders of this Debt Security and of any Debt Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debt Security. No reference herein to the Indenture and no provision of this Debt Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Debt Security at the times, place(s) and rate, and in the coin or currency, herein prescribed. [If a Global Security, insert — This Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited circumstances provided in the Indenture. The holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.] [If a Definitive Security, insert — As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debt Security is registerable in the Security Register, upon surrender of this Debt Security for registration of transfer at the office or agency of the Company in [if applicable, insert — any place where the principal of and any premium and interest on this Debt Security are payable] [if applicable, insert -— The City of New York[, or, subject to any laws or regulations applicable thereto and to the right of the Company (limited as provided in the Indenture) to rescind the designation of any such transfer agent, at the [main] offices of in and in or at such other offices or agencies as the Company may designate]], duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debt Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.] The Debt Securities of this series are issuable only in registered form without coupons in denominations of U.S. $ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Debt Securities of this series are exchangeable for a like aggregate principal amount of Debt Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Debt Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debt Security is registered as the owner hereof for all purposes, whether or not this Debt Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse under or upon any obligation, covenant or agreement of or contained in the Indenture or of or contained in any Debt Security, or for any claim based thereon or otherwise in respect thereof, or in any Debt Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company, the Guarantor or of any successor Person, either directly or through the Company, the Guarantor or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment, penalty or otherwise; ~~provided~~it being expressly understood that all such liability is hereby expressly waived and released by the acceptance hereof and as a condition of, ~~however~~and as part of the consideration for, the Debt Securities and the execution of the Indenture. The Indenture provides that the ~~Issuer may~~ Company and the Guarantor (a) will be discharged from ~~time to time or at~~ any ~~time, without the consent~~ and all obligations in respect of the ~~Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of the~~ Debt Securities (except for certain obligations described in the ~~issue date, the issue price and the first interest payment date~~Indenture), ~~which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation~~ or (b) need not comply with certain restrictive covenants of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, exceptIndenture, in each ~~case~~case if the Company deposits, ~~for indebtedness mandatorily preferred~~ in trust, with the Trustee money or U.S. Government Obligations (or a combination thereof) which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of and interest on the Debt Securities, but such money need not be segregated from other funds except to the extent required by law. ~~[if applicable, insert - Prior~~ All terms used in this Debt Security which are defined in the Indenture shall have the meanings assigned to ~~, 20[·] ([·] month[s] prior to their maturity date) (~~them in the ~~“Par Call Date”),~~ Indenture. The Debt Securities are governed by the ~~Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage~~ laws of ~~principal amount and rounded to three decimal places) equal to the greater of:~~The State of New York.

Appears in 1 contract

Samples: Indenture (Warren Resources of California Inc)

Form of Reverse of Security. This Debt Security is one of a duly authorized issue of senior securities of the ~~Issuer~~ Company (herein called the “Debt Securities”), issued and to be issued in one or more series under an Indenture, dated as of ~~[·], 20[·~~[ ] (herein called the “Indenture”), among the ~~Issuer~~Company, Xxxxxx Resources of California, Inc., a California corporation (herein called the ~~Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee~~“Guarantor,” which term includes any successor guarantor under the Indenture), and The Bank of New York Mellon (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 ~~to the Indenture~~ for a ~~statement~~ statement, of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Company, the ~~Guarantors~~Guarantor, the Trustee and the Holders of the Debt Securities and of the terms upon which the Debt Securities and the Guarantees (as defined below) are, and are to be, authenticated and delivered. This Debt Security is one of the series designated on the face hereof [~~if applicable, insert -~~, limited in aggregate principal amount to ~~US$~~ $ ]. The Securities are senior unsecured obligations of the Company and are guaranteed pursuant to guarantees (the “Guarantees”) by the Guarantor. Each of the Guarantees is a senior unsecured obligation of the Guarantor. Certain limitations to the obligations of the Guarantor are set forth in further detail in the Indenture. References herein to the Indenture or the Debt Securities shall be deemed also to refer to the Guarantees set forth in the Indenture except where the context otherwise requires. [If applicable, insert — The Debt Securities of this series are subject to redemption upon not less than days’ notice by mail, [if applicable, insert, — (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [on or after , 20 ], 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 [on or before , %, and if redeemed] during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] 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 Debt Securities, or one or more Predecessor Debt 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.] [If applicable, insert — The Debt Securities of this series are subject to redemption upon not less than nor more than days’ notice by mail, (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at anytime [on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) 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 Debt Securities, or one or more Predecessor Debt 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.] [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to , redeem any Debt Securities of this series as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of monies borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] [If applicable, insert — The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [not less than] $ [(“mandatory sinking fund”) and not more than $ ] aggregate principal amount of Debt Securities of this series. [Debt Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made — in the inverse order in which they become due.] [If the Debt Securities are subject to redemption in part of any kind, insert — In the event of redemption of this Debt Security in part only, a new Debt Security or Debt Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert — The Debt Securities of this series are not redeemable prior to Stated Maturity.] [If the Debt Security is not an Original Issue Discount Security, — If an Event of Default with respect to Debt Securities of this series shall occur and be continuing, the principal of the Debt Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Debt Security is an Original Issue Discount Security, — If an Event of Default with respect to Debt Securities of this series shall occur and be continuing, an amount of principal of the Debt Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s and the Guarantor’s obligations in respect of the payment of the principal of and interest, if any, on the Debt Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Debt Securities of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Debt Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Debt Securities of each series at the time Outstanding, on behalf of the Holders of all Debt Securities of such series, to waive compliance by the Company or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Debt Security shall be conclusive and binding upon such Holder and upon all future Holders of this Debt Security and of any Debt Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debt Security. No reference herein to the Indenture and no provision of this Debt Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Debt Security at the times, place(s) and rate, and in the coin or currency, herein prescribed. [If a Global Security, insert — This Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited circumstances provided in the Indenture. The holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.] [If a Definitive Security, insert — As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debt Security is registerable in the Security Register, upon surrender of this Debt Security for registration of transfer at the office or agency of the Company in [if applicable, insert — any place where the principal of and any premium and interest on this Debt Security are payable] [if applicable, insert -— The City of New York[, or, subject to any laws or regulations applicable thereto and to the right of the Company (limited as provided in the Indenture) to rescind the designation of any such transfer agent, at the [main] offices of in and in or at such other offices or agencies as the Company may designate]], duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debt Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.] The Debt Securities of this series are issuable only in registered form without coupons in denominations of U.S. $ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Debt Securities of this series are exchangeable for a like aggregate principal amount of Debt Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Debt Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debt Security is registered as the owner hereof for all purposes, whether or not this Debt Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse under or upon any obligation, covenant or agreement of or contained in the Indenture or of or contained in any Debt Security, or for any claim based thereon or otherwise in respect thereof, or in any Debt Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company, the Guarantor or of any successor Person, either directly or through the Company, the Guarantor or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment, penalty or otherwise; ~~provided~~it being expressly understood that all such liability is hereby expressly waived and released by the acceptance hereof and as a condition of, ~~however~~and as part of the consideration for, the Debt Securities and the execution of the Indenture. The Indenture provides that the ~~Issuer may~~ Company and the Guarantor (a) will be discharged from ~~time to time or at~~ any ~~time, without the consent~~ and all obligations in respect of the ~~Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of the~~ Debt Securities (except for certain obligations described in the ~~issue date, the issue price and the first interest payment date~~Indenture), ~~which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation~~ or (b) need not comply with certain restrictive covenants of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, exceptIndenture, in each ~~case~~case if the Company deposits, ~~for indebtedness mandatorily preferred~~ in trust, with the Trustee money or U.S. Government Obligations (or a combination thereof) which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of and interest on the Debt Securities, but such money need not be segregated from other funds except to the extent required by law. ~~[if applicable, insert - Prior~~ All terms used in this Debt Security which are defined in the Indenture shall have the meanings assigned to ~~, 20[·] ([·] month[s] prior to their maturity date) (~~them in the ~~“Par Call Date”),~~ Indenture. The Debt Securities are governed by the ~~Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage~~ laws of ~~principal amount and rounded to three decimal places) equal to the greater of:~~The State of New York.

Appears in 1 contract

Samples: Indenture (Warren Resources of California Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (herein called the “"Securities”"), issued and to be issued in one or more series under an a Junior Subordinated Indenture, dated as of ~~[·]~~____________, ~~20[·]~~ as supplemented by an Officers' Certificate dated as of ____________ (herein called the “"Indenture”"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Company and ~~Deutsche Bank~~ Wilmington Trust ~~Company Americas~~Company, 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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Trustee, the ~~Guarantors, the Trustee~~ Company and the Holders of the ~~Securities~~ 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 [if applicable, insert -, limited~~ hereof,[limited in aggregate principal amount to ~~US$ ]~~ $____________]. All terms used in this Security that are defined in the Indenture [if applicable, insert--and in the Amended and Restated Declaration of Trust of [insert ~~-; provided~~the applicable Resource Capital Trust], ~~however~~dated as of [_______________], ~~that~~ as amended (the ~~Issuer~~ "Amended and Restated Declaration of Trust"), among Resource Bankshares Corporation, as Depositor, and the Trustees named therein,] shall have the meanings assigned to them in the Indenture or, to the extent not defined in the Indenture, the Amended and Restated Declaration of Trust, as the case may be. [If applicable, insert--The Company has the right to redeem this Security (i) on or after _______________, in whole at any time or in part from time to ~~time~~ time, or (ii) in whole (but not in part), at any ~~time~~time within 90 days following the occurrence and during the continuation of a Tax Event, ~~without~~ an Investment Company Event or a Capital Treatment Event, in each case at the ~~consent~~ Redemption Price described below, and subject to possible regulatory approval.] [If applicable, insert--In the case of a redemption on or after _______________, the Redemption Price shall equal the following prices, expressed in percentages of the principal amount hereof, together with accrued interest to but excluding the date fixed for redemption, if redeemed during the 12-month period beginning ____________: Year Redemption Price and 100% on or after ____________, 20__. In the case of a redemption prior to ____________, 20__, following a Tax Event, an Investment Company Event or a Capital Treatment Event, the Redemption Price shall equal the "Make-Whole Amount" (as hereafter defined) for a corresponding $__________ principal amount hereof, together with accrued interest to but excluding the date fixed for redemption, which Make-Whole Amount will be equal to the greater of (i) 100% of the principal amount hereof, and (ii) as determined by a Quotation Agent (as defined in the Declaration of Trust), the sum of the present values of the principal amount hereof and the premium, if any, payable as part of the Redemption Price with respect to an optional redemption hereof on ____________, 20__, together with the present values of scheduled payments of interest (not including the portion of any such payments of interest accrued as of the Redemption Date) from the date fixed for redemption to ____________, 20__, in each case discounted to the date fixed for redemption on a semi-annual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined in the Declaration of Trust). The Redemption Price in the case of a redemption on or after ____________, 20__ following a Tax Event, an Investment Company Event or a Capital Treatment Event shall equal the Redemption Price then applicable to a redemption under the first sentence of this paragraph.] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. [If the Security is not a Discount Security,--If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of this Security may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.] [If the Security is a Discount Security,--If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of this Security may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. Such amount shall be equal to [--insert formula for determining the amount]. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except for~~ of each series at the ~~issue date~~time Outstanding, on behalf of the ~~issue price~~ Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the ~~first interest payment date)~~Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, ~~which additional~~ whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security,--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities ~~shall increase~~ of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare such portion of the principal amount as may be specified in the terms of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided, however, that, in the case of the Securities of this series issued to a Resource Capital Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series fail to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee with a copy to the Property Trustee. The Holders of a majority in aggregate principal amount of the Outstanding Securities of this series may annul such declaration and waive the default by written notice to the Property Trustee, the Company and the Trustee if the default (other than the nonpayment of the principal of these Securities that has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee. Should the Holders of the Securities of this series fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration such principal amount and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security,--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided, however, that, in the case of the Securities of this series issued to a Resource Capital Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series fail to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee with a copy to the Property Trustee. The Holders of a majority in aggregate principal amount of the Outstanding Securities of this series may annul such declaration and waive the default by written notice to the Property Trustee, the Company and the Trustee if the default (other than the nonpayment of the principal of these Securities that has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee. Should the Holders of the Securities of this series fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration such principal amount and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained pursuant to Section 10.02 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable in registered form without coupons. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and ~~shall be consolidated~~ any Person that acquires a beneficial interest in, this Security intend that such Security constitute indebtedness and ~~form a single series with~~agree to treat such Security as indebtedness for all United States Federal, ~~the Securities]~~state and local tax purposes. This Security is an unsecured obligation of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Resource Capital Trust I)

Appears in 1 contract

Samples: Junior Subordinated Indenture (Allegiant Capital Trust Ii)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Corporation designated as its ____% Junior Subordinated Debentures, due 20___ (herein called the “"Securities”"), limited in aggregate principal amount to $____, issued and to be issued ~~in one or more series~~ under an the Junior Subordinated Indenture, dated as of ~~[·]~~______, 20~~[·]~~ ___ (herein called the “"Indenture”"), among the ~~Issuer~~Corporation, ~~the Guarantors party thereto and Deutsche Bank Trust Company Americas~~Popular, Inc., as ~~Trustee~~Guarantor, and The Bank of New York Mellon, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Corporation, the ~~Guarantors~~Guarantor, the ~~Trustee~~ Trustee, the holders of Senior Debt and the Holders of ~~the Securities~~ Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~This~~ All terms used in this Security ~~is one~~ that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of ________ __, 20__ (as modified, amended or supplemented from time to time, the ~~series designated on~~ "Trust Agreement"), relating to Popular North America Capital Trust I (the ~~face hereof [if applicable~~"Issuer Trust") among the Corporation, ~~insert -~~as Depositor, ~~limited in aggregate principal amount to US$ ] [if applicable~~Popular, ~~insert -; provided~~Inc., ~~however~~as Guarantor, ~~that~~ the ~~Issuer may~~ Trustees named therein and the Holders from time to time ~~or at any time, without the consent~~ of the ~~Holders of~~ Trust Securities issued pursuant thereto, shall have the ~~Securities~~meanings assigned to them in the Indenture or the Trust Agreement, ~~create and issue additional Securities with terms and conditions identical to those of~~ as the ~~Securities (except for the issue date~~case may be. The Corporation may, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, subject to the terms and conditions of Article XI of the Indenture and subject to the Corporation having received prior approval of the Federal Reserve if then required under applicable capital guidelines or policies, redeem this Security in whole ~~or in part,~~ at any time ~~and~~ or in part from time to time, at a ~~redemption price (expressed as a percentage of principal amount and rounded to three decimal places)~~ Redemption Price equal to the greater ~~of:~~of (i) 100% of the principal amount of this Security being redeemed or (ii) as determined by a Quotation Agent (as defined below), the sum of the present values of scheduled payments of principal and interest for the Remaining Life (as defined below) of this Security being redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus ____%, plus, in the case of either (i) or (ii), accrued and unpaid interest thereon to the Redemption Date.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Popular North America Capital Trust Iii)

Form of Reverse of Security. This Security is one of a duly authorized issue of senior securities of the ~~Issuer~~ Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of ~~[·], 20[·~~[ ] (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the ~~Issuer~~Company, the Guarantors ~~party thereto~~ and ~~Deutsche Bank Trust Company Americas~~[Trustee], as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), 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~~Company, the Guarantors, 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 [if applicable, insert -, — limited in aggregate principal amount to ~~US$~~ $__________]. This Security is the general, unsecured, senior obligation of the Company [if applicable, insert—and is guaranteed pursuant to a guarantee (the “Guarantee”) by [insert name of each Guarantor] (the “Guarantors”). The Guarantee by each Guarantee is the general, unsecured, senior obligation of such Guarantor]. [If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ nor more than 60 days’ notice, at any time [if applicable, insert — on or after __________, 20__], 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 [if applicable, insert — on or before __________, _____%, and if redeemed] during the 12-; month period beginning ________________ of the years indicated, and thereafter at a Redemption Price equal to % 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 Securities, 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.] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert — The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, ~~however~~the amendment thereof and the modification of the rights and obligations of the Company [if applicable, ~~that~~ insert—and the ~~Issuer may from time~~ Guarantors] and the rights of the Holders of the Securities to ~~time or~~ be affected under the Indenture at any ~~time~~time by the Company [if applicable, ~~without~~ insert—and the Guarantors] and the Trustee with the consent of the Holders of a majority in principal amount (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of all Securities at the time Outstanding to be affected (considered together as one class for this purpose and such Securities to be affected potentially being Securities of the same or different series and, with respect to any series, potentially comprising fewer than all the Securities of such series), except as may otherwise be provided pursuant to the Indenture for all or any specific Securities of any series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount (including waivers obtained in connection with a purchase of, or tender offer or exchange offer for, Securities~~, create and issue additional Securities with terms and conditions identical to those~~ ) of the Securities at the time Outstanding to be affected under the Indenture (~~except~~ considered together as one class for this purpose and such affected Securities potentially being Securities of the ~~issue date~~same or different series and, with respect to any particular series, potentially comprising fewer than all the ~~issue price and the first interest payment date~~Securities of such series), ~~which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation~~ on behalf of the ~~Issuer and ranks in right~~ Holders of ~~payment on parity with~~ all ~~other unsecured and unsubordinated indebtedness of~~ Securities so affected, to waive compliance by the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Company [if applicable, ~~insert - Prior to~~ insert—and the Guarantors] with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount (including waivers obtained in connection with a purchase of, ~~20[·] ([·] month[s] prior to their maturity date~~or tender offer or exchange offer for, Securities) ~~(the “Par Call Date”), the Issuer may redeem~~ of the Securities at ~~its option~~the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture with respect to such series and their consequences, in ~~whole~~ the case of Clause (i) or (ii), except as may otherwise be provided pursuant to the Indenture for all or any specific Securities of any series. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in ~~part~~exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any ~~time~~ such proceeding, for 60 days after receipt of such notice, request and ~~from time~~ offer of indemnity. The foregoing shall not apply to ~~time, at a redemption price (expressed as a percentage~~ any suit instituted by the Holder of this Security for the enforcement of any payment of principal ~~amount and rounded to three decimal places) equal~~ hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the ~~greater of:~~Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed [if applicable, insert—or alter or impair the obligation of each Guarantor, which is absolute and unconditional, to pay pursuant to its Guarantee]. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, [if applicable, insert—any Guarantor,] the Trustee and any agent of the Company [if applicable, insert—any Guarantor] or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, [if applicable, insert—any Guarantor,] the Trustee nor any such agent shall be affected by notice to the contrary. [If this Security is a Global Security, insert — This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations therein on transfers and exchanges of Global Securities.] This Security and the Indenture shall be governed by and construed in accordance with the law of the State of New York. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Appears in 1 contract

Samples: Indenture (Rosetta Resources Offshore, LLC)

Appears in 1 contract

Samples: Junior Subordinated Indenture (Sun Capital Trust)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (herein called the “Securities”), issued and to be issued in one or more series under an a Subordinated Debt Indenture, dated as of ~~[·]~~_________, ~~20[·]~~ 20 ___ (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the ~~Issuer, the Guarantors party thereto and Deutsche Bank Trust Company Americas~~Company, as issuer, Allianz SE, as Guarantor (herein called the “Guarantor”) and The Bank of New York, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), 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~~Company, the ~~Guarantors~~Guarantor, the ~~Trustee~~ Trustee, the holders of Senior Debt 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 [if applicable, insert -— , limited in aggregate principal amount to ~~US$~~ $______]. [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt, 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 Debt, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said provisions. [If applicable, insert — The Indenture contains provisions or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If applicable, insert — Payments under the Securities will be made free and clear of and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed, levied, collected, withheld or assessed by [[insert jurisdiction] (if by the Company)] or [[insert jurisdiction] (if by the Guarantor)] or the government of a jurisdiction in which a successor to the Company is organized or resident for tax purposes or any political subdivision or authority thereof or therein that has the power to tax (each, a “Relevant Jurisdiction”), unless required by law. To the extent any such Taxes are so levied or imposed, the Company will, subject to the exceptions and limitations set forth in Section 1007 of the Indenture, pay such additional amounts (“Additional Amounts”) to the Holder of any Security who is not a resident of a Relevant Jurisdiction as may be necessary in order that every net payment of the principal of and interest on such Security and any other amounts payable on such Security, after withholding for or on account of such Taxes imposed upon or as a result of such payment, will not be less than the amount provided for in such Security to be then due and payable.] [If applicable insert — In addition to its ability to redeem this Security pursuant to the foregoing,] [i]f at any time as a result of any change in or amendment to the laws or regulations of a Relevant Jurisdiction affecting taxation, or a change in any application or interpretation of such laws or regulations (including the decision of any court or tribunal) either generally or in relation to any particular Securities, which change, amendment, application or interpretation becomes effective on or after _____, 20___ in making any payment of, or in respect of, the principal amount of, or any premium or interest on, the Securities, the Company would be required to pay any Additional Amounts with respect thereto, then the Securities will be redeemable upon not less than 45 nor more than 60 days’ notice by mail, at any time thereafter, in whole but not in part, at the election of the Company as provided in the Indenture at [their principal amount] [if ~~applicable~~the Security is an Original Issue Discount Security, insert -; an amount equal to ___, insert formula for determining the amount], together in the case of any such redemption with any accrued but unpaid interest to, the Redemption Date. The Indenture permits, with certain exceptions as therein provided, ~~however, that~~ the ~~Issuer may from time~~ amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities of each series to ~~time or~~ be affected under the Indenture at any ~~time~~time by the Company, ~~without~~ the Guarantor and the Trustee with the consent of the Holders of ~~the Securities, create and issue additional Securities with terms and conditions identical to those~~ a majority in principal amount of the Securities at the time Outstanding of all series to be affected (~~except~~ considered together as one class for this purpose). The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company or the Guarantor, or both, with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the ~~issue date~~appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the ~~issue price~~ Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the ~~first~~ Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest ~~payment date)~~hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which ~~additional~~ is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities ~~shall increase~~ of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $_________ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount ofof Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be ~~consolidated and form a single series with,~~ affected by notice to the ~~Securities]~~contrary. This Security is ~~an unsecured obligation~~ a Global Security and is subject to the provisions of the ~~Issuer~~ Indenture relating to Global Securities, including the limitations in Section 305 thereof on transfers and ~~ranks~~ exchanges of Global Securities. This Security and the Indenture shall be governed by and construed in ~~right of payment on parity~~ accordance with ~~all other unsecured and unsubordinated indebtedness~~ the laws of the ~~Issuer (~~State of New York, except for the subordination [If applicable insert — and ~~without~~ provisions related to [the absence of any ~~preference among themselves) and~~ security in the ~~Guarantees are unsecured obligations~~ rights of holders of this Security] [the waiver of the ~~Guarantors~~ rights of set-off] [the obligations to return payments made early on this Security in certain circumstances]] contained herein and ~~will rank on a parity with all other unsecured and unsubordinated indebtedness~~ in Article Twelve of the ~~Guarantors~~Indenture, ~~except,~~ which shall be governed by and construed in ~~each case, for indebtedness mandatorily preferred by law~~accordance with the laws of the Federal Republic of Germany. ~~[if applicable, insert - Prior~~ All terms used in this Security which are defined in the Indenture shall have the meanings assigned to ~~, 20[·] ([·] month[s] prior to their maturity date) (~~them in the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:Indenture.

Appears in 1 contract

Samples: Subordinated Debt Indenture (Allianz Finance III B.V.)

Form of Reverse of Security. This Security is one of a duly authorized issue of senior securities of the ~~Issuer~~ Issuers (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of [·[ ], ~~20[·~~[ ] (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Company and ~~Deutsche~~ U.S. Bank Trust ~~Company Americas~~Company, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), 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~~Issuers, 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 [if applicable, insert -, — limited in aggregate principal amount to ~~US$~~ $ ]. This Security is the general, unsecured, senior obligation of the Issuers [if applicable, insert—and is guaranteed pursuant to a guarantee (the “Guarantee”) by [insert name of each Guarantor] (the “Guarantors”). The Guarantee by each Guarantor is the general, unsecured, senior obligation of such Guarantor].. [If applicable, insert — The Securities of this series are subject to redemption upon not less than 10 days’ nor more than 60 days’ notice, at any time [if applicable, insert — on or after [ ], 20[ ]], as a whole or in part, at the election of the Issuers, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before [ ],[ ]%, and if redeemed] during the 12-; month period beginning [ ] of the years indicated, and thereafter at a Redemption Price equal to [ ] % 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 Securities, 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.]] [If applicable, insert — The Securities of this series are subject to redemption upon not less than 10 nor more than 60 days’ notice by mail, (1) on [ ] in any year commencing with the year [ ] and ending with the year [ ] through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after [ ], as a whole or in part, at the election of the Issuers, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning [ ] of the years indicated, and thereafter] at a Redemption Price equal to % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) 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 Securities, 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.] [If applicable, insert — Notwithstanding the foregoing, the Issuers may not, prior to [ ], redeem any Securities of this series as contemplated by [if applicable, insert — clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Issuers (calculated in accordance with generally accepted financial practice) of less than [ ]% per annum.] [If applicable, insert — The sinking fund for this series provides for the redemption on [ ] in each year beginning with the year [ ] and ending with the year [ ] of [if applicable, insert — not less than $[ ] (“mandatory sinking fund”) and not more than] $[ ] aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Issuers otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert —, in the inverse order in which they become due.]] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert — The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Issuer’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain Issuers as therein provided, ~~however, that~~ the ~~Issuer may from time~~ amendment thereof and the modification of the rights and obligations of the Issuers and the rights of the Holders of the Securities to ~~time or~~ be affected under the Indenture at any ~~time, without~~ time by the Issuers and the Trustee with the consent of the Holders of not less than a majority in principal amount (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) (1) of all Securities at the ~~Securities, create and issue additional Securities with terms and conditions identical to those~~ time Outstanding (voting as a single class) or (2) if fewer than all of the series of the Securities at the time Outstanding are to be affected by such amendment or modification, of the series to be affected (voting as a single class), except as may otherwise be provided pursuant to the Indenture for all or any specific Securities of any series. The Indenture also contains provisions (i) permitting the Holders of not less than a majority in principal amount (including waivers obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) (a) of the Securities at the time Outstanding (voting as a single class) or (b) if fewer than all of the series of the Securities at the time Outstanding are to be affected by such amendment or modification, of the series of the Securities to be affected (voting as a single class), on behalf of the Holders of all Securities or all Securities of such series so affected, as applicable, to waive compliance by the Issuers with certain provisions of the Indenture and (ii) permitting the Holders of not less than a majority in principal amount (including waivers obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of (a) the Securities at the time Outstanding (voting as a single class) or (b) if fewer than all of the series of the Securities at the time Outstanding are to be affected, of any series to be affected under the Indenture (voting as a single class), on behalf of the Holders of all Securities or all Securities of such series so affected, as applicable, to waive certain past defaults under the Indenture with respect to all Securities, or such series, as applicable, and their consequences, in the case of Clause (i) or (ii), except as may otherwise be provided pursuant to the Indenture for all or any specific Securities of any series. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the ~~issue date~~appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the ~~issue price~~ Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee security or indemnity satisfactory to it, and the ~~first~~ Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of security or indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest ~~payment date)~~hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuers, which ~~additional~~ is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuers in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities ~~shall increase~~ of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount ofof Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, other than exchanges pursuant to Section 304, 906 or 1107 of the Indenture not involving any transfer. Prior to due presentment of this Security for registration of transfer, the Issuers, the Trustee and any agent of the Issuers or the Trustee shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Issuers, the Trustee nor any such agent shall be ~~consolidated and form~~ affected by notice to the contrary. [If this Security is a ~~single series with~~Global Security, ~~the Securities].~~ insert — This Security is ~~an unsecured obligation~~ a Global Security and is subject to the provisions of the ~~Issuer~~ Indenture relating to Global Securities, including the limitations therein on transfers and ~~ranks~~ exchanges of Global Securities.] This Security and the Indenture shall be governed by and construed in ~~right of payment on parity~~ accordance with ~~all other unsecured and unsubordinated indebtedness~~ the law of the ~~Issuer (and without any preference among themselves) and~~ State of New York. All terms used in this Security which are defined in the ~~Guarantees are unsecured obligations of~~ Indenture shall have the ~~Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of~~ meanings assigned to them in the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:Indenture.

Appears in 1 contract

Samples: Indenture (CVR Nitrogen Holdings, LLC)

Appears in 1 contract

Samples: Junior Subordinated Indenture (Provident Trust Ii)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (herein called the ~~“Securities”~~"SECURITIES"), issued and to be issued in one or more series under an the Junior Subordinated Indenture, dated as of ~~[·]~~_______, ~~20[·]~~ 1999 (herein called the ~~“Indenture”~~"INDENTURE"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Company and ~~Deutsche~~ The Bank ~~Trust Company Americas~~of New York, as ~~Trustee~~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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Company, the ~~Guarantors~~Trustee, the ~~Trustee~~ holders of Senior Indebtedness and the Holders of the ~~Securities~~ 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 [~~if applicable~~IF APPLICABLE, ~~insert -~~INSERT--, limited in aggregate principal amount to ~~US$ ]~~ $_________]. All terms used in this Security that are defined in the Indenture [~~if applicable~~IF APPLICABLE, INSERT-- or in [insert ~~-; provided~~name of trust agreement], ~~however~~dated as of __________________ (as modified, ~~that the Issuer may~~ amended or supplemented from time to time the "TRUST AGREEMENT"), relating to [INSERT NAME OF ISSUER TRUST] [the ("ISSUER TRUST") among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto] shall have the meanings assigned to them in the Indenture [IF APPLICABLE, INSERT--or the Trust Agreement, or the Registration Rights Agreement, as the case may be]. [IF APPLICABLE, INSERT--The Company has the right to redeem this Security (i) on or after _________, in whole at any time or in part from time to time, ~~without~~ or (ii) in whole (but not in part), at any time within 90 days following the ~~consent~~ occurrence and during the continuation of a Tax Event, Investment Company Event, or Capital Treatment Event, in each case at the Redemption Price described below, and subject to possible regulatory approval.] [IF APPLICABLE, INSERT--In the case of a redemption on or after ___________, the Redemption Price shall equal the following prices, expressed in percentages of the principal amount hereof, together with accrued interest to but excluding the date fixed for redemption, if redeemed during the 12-month period beginning ___________: Redemption YEAR Price ---- ----- and 100% on or after __________. In the case of a redemption on or after __________ following a Tax Event, Investment Company Event or Capital Treatment Event, the Redemption Price shall equal the Redemption Price then applicable to a redemption under the preceding paragraph. [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [IF APPLICABLE, INSERT--The Indenture contains provisions for defeasance at any time [of the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance by the Company with certain conditions set forth in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except for~~ of each series at the ~~issue date~~time Outstanding, on behalf of the ~~issue price~~ Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the ~~first interest payment date), which additional Securities shall increase~~ Indenture and their consequences. Any such consent or waiver by the ~~aggregate principal amount of, and~~ Holder of this Security shall be ~~consolidated~~ conclusive and ~~form a single series with,~~ binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the ~~Securities]. This Security is an unsecured obligation~~ registration of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole transfer hereof or in ~~part~~exchange herefor or in lieu hereof, ~~at any time and from time to time, at a redemption price (expressed as a percentage~~ whether or not notation of ~~principal amount and rounded to three decimal places) equal to the greater of:~~such consent or waiver is made upon this Security.

Appears in 1 contract

Samples: Junior Subordinated Indenture (MBNK Capital Trust I)

Appears in 1 contract

Samples: Junior Subordinated Indenture (Gold Banc Corp Inc)

Appears in 1 contract

Samples: Junior Subordinated Indenture (Bankamerica Capital Viii)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (herein called the “"Securities”"), issued and to be issued in one or more series under an the Junior Subordinated Indenture, dated as of ~~[·]~~_______, ~~20[·]~~ 1998 (herein called the “"Indenture”"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Company and ~~Deutsche Bank~~ Bankers Trust ~~Company Americas~~Company, 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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Company, the ~~Guarantors~~Trustee, the ~~Trustee~~ holders of Senior Indebtedness and the Holders of the ~~Securities~~ 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 [if applicable, ~~insert -~~insert--, limited in aggregate principal amount to ~~US$ ]~~ $_________]. All terms used in this Security that are defined in the Indenture [if applicable, insert-- or in [insert name of trust agreement], dated as of __________________ (as modified, amended or supplemented from time to time the "Trust Agreement"), relating to [insert name of Issuer Trust] [the ("Issuer Trust") among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto] shall have the meanings assigned to them in the Indenture [if applicable, insert--or the Trust Agreement, or the Registration Rights Agreement, as the case may be]. [If applicable, insert--The Company has the right to redeem this Security (i) on or after _________, in whole at any time or in part from time to time, or (ii) in whole (but not in part), at any time within 90 days following the occurrence and during the continuation of a Tax Event, Investment Company Event, or Capital Treatment Event, in each case at the Redemption Price described below, and subject to possible regulatory approval.] [If applicable, insert--In the case of a redemption on or after ___________, the Redemption Price shall equal the following prices, expressed in percentages of the principal amount hereof, together with accrued interest to but excluding the date fixed for redemption, if redeemed during the 12-month period beginning ___________: Redemption Year Price ---- ----- and 100% on or after __________. In the case of a redemption on or after __________ following a Tax Event, Investment Company Event or Capital Treatment Event, the Redemption Price shall equal the Redemption Price then applicable to a redemption under the preceding paragraph. In the case of a redemption prior to _________ following a Tax Event, Investment Company Event or Capital Treatment Event in respect of the Issuer Trust, the Redemption Price shall equal the Make-Whole Amount for a corresponding $_________ principal amount hereof, together with accrued interest to but excluding the date fixed for redemption, which Make-Whole Amount will be equal to the greater of (i) 100% of the principal amount hereof, and (ii) as determined by a Quotation Agent (as defined in the Trust Agreement), the sum of the present values of the principal amount hereof and premium, if any, payable as part of the Redemption Price with respect to an optional redemption hereof on ___________, together with the present values of scheduled payments of interest (not including the portion of any such payments of interest accrued as of the Redemption Date) from the date fixed for redemption to ___________, in each case discounted to the date fixed for redemption on a [monthly] [quarterly] [semi-annual] basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined in the Trust Agreement).] [If the Security is subject to redemption of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] (A) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is filed with the Commission on or prior to the 150th day after the Issue Date or (B) notwithstanding that the Company and the Issuer Trust have consummated or will consummate an Exchange Offer, the Company and the Issuer Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the date required by the Registration Rights Agreement, then commencing on the day after the applicable required filing date, liquidated damages shall accrue on the principal amount of the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, each at a rate of ____% per annum; or (ii) (A) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is declared effective by the Commission on or prior to the _______ day after the Issue Date or (B) notwithstanding that the Company and the Issuer Trust have consummated or will consummate an Exchange Offer, the Company and the Issuer Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the _____ day after the date such Shelf Registration Statement was required to be filed, then, commencing on the _____ day after the Issue Date, liquidated damages shall accrue on the principal amount of the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, each at a rate of ____% per annum; or (iii) (A) the Issuer Trust has not exchanged New Capital Securities for all Capital Securities validly tendered for exchange by their respective Holders or the Company has not exchanged the New Guarantee or New Junior Subordinated Debentures for the Guarantee or Junior Subordinated Debentures validly tendered, in accordance with the terms of the Exchange Offer on or prior to the _____ day after the date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the expiration of the Rule 144(K) Period (other than after such time as all Capital Securities have been disposed of thereunder or otherwise cease to be Registrable Securities), then liquidated damages shall accrue on the principal amount of the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, each at a rate of ____% per annum commencing on (x) the ____ day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of B above; provided, however, that the ~~Issuer~~ liquidated damages on the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, may ~~from~~ not exceed in the aggregate ____% per annum; provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (ii) above), or (3) upon the exchange of New Capital Securities, the New Guarantee and New Junior Subordinated Debentures for all Capital Securities, the Guarantee and all Junior Subordinated Debentures tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) above) liquidated damages on the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, shall cease to accrue and accumulate. Any amounts of liquidated damages due pursuant to the preceding paragraph, will be payable in cash on the next succeeding Interest Payment Date to Holders on the relevant Regular Record Date.] [If applicable, insert--The Indenture contains provisions for defeasance at any time [of the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance by the Company with certain conditions set forth in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to ~~time~~ enter into a supplemental indenture or at indentures for the purpose of modifying in any ~~time, without~~ manner the ~~consent~~ rights and obligations of the Company and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except for~~ of each series at the ~~issue date~~time Outstanding, on behalf of the ~~issue price~~ Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the ~~first interest payment date)~~Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, ~~which additional~~ whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities ~~shall increase~~ of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount ~~of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation~~ of the ~~Issuer~~ Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and ~~ranks~~ payable immediately, by a notice in ~~right of payment on parity with all other unsecured and unsubordinated indebtedness of~~ writing to the ~~Issuer~~ Company (and ~~without any preference among themselves~~to the Trustee if given by Holders) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the Holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the Holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee. The principal amount payable upon such acceleration shall be equal to--insert - formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities of this series shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest (including Additional Interest) on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. Securities or portions thereof may be transferred or exchanged only in principal amounts of not less than $100,000. Any transfer, exchange or other disposition of Securities in contravention of Section 3.6(b)(v) of the Indenture shall be deemed to be void and of no legal effect whatsoever, any such transferee shall be deemed not to be the Holder or owner of any beneficial interest in such Securities for any purpose, including but not limited to the receipt of interest payable on such Securities, and such transferee shall be deemed to have no interest whatsoever in such Securities. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to ~~, 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”)~~due presentment of this Security for registration of transfer, the ~~Issuer~~ Company, the Trustee and any agent of the Company or the Trustee may ~~redeem~~ treat the ~~Securities at its option~~Person in whose name this Security is registered as the owner hereof for all purposes, ~~in whole~~ whether or ~~in part~~not this Security be overdue, at and neither the Company, the Trustee nor any ~~time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal~~ such agent shall be affected by notice to the ~~greater~~ contrary. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of:, and any Person that acquires a beneficial interest in, this Security agrees that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THIS SECURITY IS A DIRECT AND UNSECURED OBLIGATION OF THE COMPANY, DOES NOT EVIDENCE DEPOSITS AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER INSURER OR GOVERNMENT AGENCY.

Appears in 1 contract

Samples: Junior Subordinated Indenture (FCB Nc Capital Trust I)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (herein called the “"Securities”"), issued and to be issued in one or more series under an the Junior Subordinated Indenture, dated as of ~~[·]~~_______, ~~20[·]~~ 1998 (herein called the “"Indenture”"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Company and ~~Deutsche Bank~~ Bankers Trust ~~Company Americas~~Company, 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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Company, the ~~Guarantors~~Trustee, the ~~Trustee~~ holders of Senior Indebtedness and the Holders of the ~~Securities~~ 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 [if applicable, ~~insert -~~insert--, limited in aggregate principal amount to ~~US$ ]~~ $_________]. All terms used in this Security that are defined in the Indenture [if applicable, insert-- or in [insert name of trust agreement], dated as of __________________ (as modified, amended or supplemented from time to time the "Trust Agreement"), relating to [insert name of Issuer Trust] [the ("Issuer Trust") among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto] shall have the meanings assigned to them in the Indenture [if applicable, insert--or the Trust Agreement, or the Registration Rights Agreement, as the case may be]. [If applicable, insert--The Company has the right to redeem this Security (i) on or after _________, in whole at any time or in part from time to time, or (ii) in whole (but not in part), at any time within 90 days following the occurrence and during the continuation of a Tax Event, Investment Company Event, or Capital Treatment Event, in each case at the Redemption Price described below, and subject to possible regulatory approval.] [If applicable, insert--In the case of a redemption on or after ___________, the Redemption Price shall equal the following prices, expressed in percentages of the principal amount hereof, together with accrued interest to but excluding the date fixed for redemption, if redeemed during the 12-month period beginning ________________: Redemption Year Price ---- ---------- and 100% on or after __________. In the case of a redemption on or after __________ following a Tax Event, Investment Company Event or Capital Treatment Event, the Redemption Price shall equal the Redemption Price then applicable to a redemption under the preceding paragraph. In the case of a redemption prior to _________ following a Tax Event, Investment Company Event or Capital Treatment Event in respect of the Issuer Trust, the Redemption Price shall equal the Make-Whole Amount for a corresponding $_________ principal amount hereof, together with accrued interest to but excluding the date fixed for redemption, which Make-Whole Amount will be equal to the greater of (i) 100% of the principal amount hereof, and (ii) as determined by a Quotation Agent (as defined in the Trust Agreement), the sum of the present values of the principal amount hereof and premium, if any, payable as part of the Redemption Price with respect to an optional redemption hereof on ___________, together with the present values of scheduled payments of interest (not including the portion of any such payments of interest accrued as of the Redemption Date) from the date fixed for redemption to ___________, in each case discounted to the date fixed for redemption on a [monthly] [quarterly] [semi-annual] basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined in the Trust Agreement).] [If the Security is subject to redemption of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] (A) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is filed with the Commission on or prior to the 150th day after the Issue Date or (B) notwithstanding that the Company and the Issuer Trust have consummated or will consummate an Exchange Offer, the Company and the Issuer Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the date required by the Registration Rights Agreement, then commencing on the day after the applicable required filing date, liquidated damages shall accrue on the principal amount of the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, each at a rate of ____% per annum; or (ii) (A) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is declared effective by the Commission on or prior to the _______ day after the Issue Date or (B) notwithstanding that the Company and the Issuer Trust have consummated or will consummate an Exchange Offer, the Company and the Issuer Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the _____ day after the date such Shelf Registration Statement was required to be filed, then, commencing on the _____ day after the Issue Date, liquidated damages shall accrue on the principal amount of the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, each at a rate of ____% per annum; or (iii) (A) the Issuer Trust has not exchanged New Capital Securities for all Capital Securities validly tendered for exchange by their respective Holders or the Company has not exchanged the New Guarantee or New Junior Subordinated Debentures for the Guarantee or Junior Subordinated Debentures validly tendered, in accordance with the terms of the Exchange Offer on or prior to the _____ day after the date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the expiration of the Rule 144(K) Period (other than after such time as all Capital Securities have been disposed of thereunder or otherwise cease to be Registrable Securities), then liquidated damages shall accrue on the principal amount of the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, each at a rate of ____% per annum commencing on (x) the ____ day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of B above; provided, however, that the ~~Issuer~~ liquidated damages on the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, may ~~from~~ not exceed in the aggregate ____% per annum; provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (ii) above), or (3) upon the exchange of New Capital Securities, the New Guarantee and New Junior Subordinated Debentures for all Capital Securities, the Guarantee and all Junior Subordinated Debentures tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) above) liquidated damages on the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, shall cease to accrue and accumulate. Any amounts of liquidated damages due pursuant to the preceding paragraph, will be payable in cash on the next succeeding Interest Payment Date to Holders on the relevant Regular Record Date.] [If applicable, insert--The Indenture contains provisions for defeasance at any time [of the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance by the Company with certain conditions set forth in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to ~~time~~ enter into a supplemental indenture or at indentures for the purpose of modifying in any ~~time, without~~ manner the ~~consent~~ rights and obligations of the Company and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except for~~ of each series at the ~~issue date~~time Outstanding, on behalf of the ~~issue price~~ Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the ~~first interest payment date)~~Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, ~~which additional~~ whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities ~~shall increase~~ of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount ~~of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation~~ of the ~~Issuer~~ Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and ~~ranks~~ payable immediately, by a notice in ~~right of payment on parity with all other unsecured and unsubordinated indebtedness of~~ writing to the ~~Issuer~~ Company (and ~~without any preference among themselves~~to the Trustee if given by Holders) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the Holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the Holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee. The principal amount payable upon such acceleration shall be equal to--insert - formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities of this series shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest (including Additional Interest) on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. Securities or portions thereof may be transferred or exchanged only in principal amounts of not less than $100,000. Any transfer, exchange or other disposition of Securities in contravention of Section 3.6(b)(v) of the Indenture shall be deemed to be void and of no legal effect whatsoever, any such transferee shall be deemed not to be the Holder or owner of any beneficial interest in such Securities for any purpose, including but not limited to the receipt of interest payable on such Securities, and such transferee shall be deemed to have no interest whatsoever in such Securities. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to ~~, 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”)~~due presentment of this Security for registration of transfer, the ~~Issuer~~ Company, the Trustee and any agent of the Company or the Trustee may ~~redeem~~ treat the ~~Securities at its option~~Person in whose name this Security is registered as the owner hereof for all purposes, ~~in whole~~ whether or ~~in part~~not this Security be overdue, at and neither the Company, the Trustee nor any ~~time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal~~ such agent shall be affected by notice to the ~~greater~~ contrary. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of:, and any Person that acquires a beneficial interest in, this Security agrees that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THIS SECURITY IS A DIRECT AND UNSECURED OBLIGATION OF THE COMPANY, DOES NOT EVIDENCE DEPOSITS AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER INSURER OR GOVERNMENT AGENCY.

Appears in 1 contract

Samples: Junior Subordinated Indenture (FCB/Sc Capital Trust I)

Appears in 1 contract

Samples: Junior Subordinated Indenture (SVB Capital I)

Form of Reverse of Security. This ~~Security~~ Note is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of [·November [ ], ~~20[·~~2013 (herein called the “Base Indenture”), as supplemented by a [ ] Supplemental Indenture dated as of [ ] (herein called the “[ ] Supplemental Indenture”; the Base Indenture, as supplemented by the [ ] Supplemental Indenture, the “Indenture”), each among the Issuer, WPP PLC, a public company limited by shares incorporated under the ~~Guarantors party thereto~~ Companies (Jersey) Law 1991 (the “Parent Guarantor”), WPP JUBILEE LIMITED, a private limited company organized and ~~Deutsche Bank Trust Company Americas~~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 Guarantor 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 the initial Security Registrar and Principal Paying Agent, and Citibank, N.A., London Branch, as a Paying Agent, and reference is hereby made to the ~~Indenture~~ Indenture[, as supplemented by the Supplemental Indenture,] for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Parent Guarantor, the Subsidiary Guarantors, the Trustee and Agents 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 [if applicable, insert -— , limited in initial aggregate principal amount to ~~US$~~ U.S.$ ]. Capitalized terms used herein but not defined shall have the respective meanings assigned to them in the Indenture. The Subsidiary Guarantors and the Parent Guarantor have fully and unconditionally guaranteed, on a joint and several basis, the full and punctual payment of the principal, premium, if any, interest, Additional Amounts and any other amounts payable in respect of the Securities, when and as the same shall become due and payable by the Issuer in respect of the Securities, whether at the stated maturity thereof, by declaration of acceleration, call for redemption, call for repurchase or otherwise, in accordance with the terms of the Securities and of the Indenture. To the extent set forth in the applicable Board Resolutions or a supplemental indenture, the full and punctual payment of the principal, premium, if any, interest, Additional Amounts and any other amounts payable in respect of the Securities, when and as the same shall become due and payable by the Issuer in respect of the Securities, whether at the stated maturity thereof, by declaration of acceleration, call for redemption, call for repurchase or otherwise, in accordance with the terms of the Securities and of the Indenture may also be guaranteed by any other Guarantor that may guarantee the Securities. [If applicable, insert — The interest rate payable on the Securities 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 Securities, in the manner described below. If the rating of the Securities 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 Securities shall increase from the interest rate payable on the Securities 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 Rating Agency. If the rating of the Securities from S&P or any Substitute Rating Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on the Securities shall increase from the interest rate payable on the Securities on the Issue Date by the percentage points set forth below opposite that rating: BB+ 0.25 BB 0.50 BB- 0.75 B+ or below 1.00 * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Securities has been adjusted upward and either Xxxxx’x or S&P (or, in either case, a Substitute Rating Agency thereof), as the case may be, subsequently increases its rating of the Securities to any of the ratings set forth in the tables above, the interest rate on the Securities shall be decreased such that the interest rate for the Securities equals the interest rate payable on the Securities on the Issue Date plus the applicable percentage points set forth opposite the ratings in the tables above in effect immediately following the ratings increase. If Xxxxx’x or any Substitute Rating Agency thereof subsequently increases its rating of the Securities to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency thereof increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Securities shall be decreased to the interest rate payable on the Securities on the Issue Date. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Xxxxx’x or S&P (or, in either case, any Substitute Rating Agency thereof), shall be made independent of any and all other adjustments. In no event shall (i) the interest rate on the Securities be reduced to below the interest rate payable on the Securities on the Issue Date or (ii) the total increase in the interest rate on the Securities exceed 2.00 percentage points above the interest rate payable on the Securities on the Issue Date. No adjustments in the interest rate of the Securities shall be made solely as a result of a Rating Agency ceasing to provide a rating of the Securities. If, at any time, less than two Rating Agencies provide a rating of the Securities for reason beyond the Issuer’s control, the Issuer shall use its commercially reasonable efforts to obtain a rating of the Securities from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Securities pursuant to the table above (x) such Substitute Rating Agency shall be substituted for the last Rating Agency to provide a rating of the Securities but which has since ceased to provide such rating, (y) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt shall be determined in good faith by an independent investment banking institution of national standing appointed by the Issuer and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Xxxxx’x or S&P, as applicable, in such table and (z) the interest rate on the Securities shall increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Securities on the Issue Date plus the appropriate percentage points, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (y) above) (plus any applicable percentage points resulting from a decreased rating by the other Rating Agency). For so long as only one Rating Agency provides a rating of the Securities, any subsequent increase or decrease in the interest rate of the Securities necessitated by a reduction or increase in the rating by such Rating Agency shall be twice the percentage points set forth in the applicable table above. For so long as no Rating Agency provides a rating of the Securities, the interest rate on the Securities shall increase to, or remain at, as the case may be, 2.00 percentage points above the interest rate payable on the Securities on the Issue Date. The interest rate on the Securities shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both Rating Agencies) if the Securities become rated A2 and A (or its equivalent, in the case of a Substitute Rating Agency) or higher by Xxxxx’x and S&P, respectively (or, in either case, any Substitute Rating Agency thereof), or one of these ratings if the Securities are only rated by one Rating Agency. Any interest rate increase or decrease described herein shall take effect from the first day of the interest period during which a rating change requires an adjustment in the interest rate. If Xxxxx’x or S&P or any Substitute Rating Agency thereof changes its rating of the Securities more than once during any particular interest period, the last change by such agency during such period shall control for purposes of any interest rate increase or decrease with respect to the Securities described above relating to such Rating Agency’s action. If the interest rate payable on the Securities is increased as described above, then the term “interest,” as used in this Security, shall be deemed to include any such additional interest unless the context otherwise requires. The Issuer shall deliver to the Trustee and the Principal Paying Agent, if the Trustee shall not then be acting as Principal Paying Agent, within five calendar days after either Xxxxx’x or S&P or any Substitute Rating Agency thereof downgrades, or subsequently upgrades, the rating assigned to the Securities as described above, an Officers’ Certificate stating (i) that the rating downgrade, or subsequent upgrade, as the case may be, has occurred and (ii) the current rating or ratings upon which the interest rate payable on the Securities shall be based.] [If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’, nor more than 60 days’, notice, as a whole or in part, at the election of the Issuer, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before , %, and if redeemed] during the 12-~~; provided~~month period beginning of the years indicated, ~~however~~Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to % of the principal amount, ~~that~~ together in the ~~Issuer may from time~~ case of any such redemption with accrued and unpaid interest to, but excluding, the Redemption Date, but interest installments whose Stated Maturity is on or prior to ~~time or at any time, without the consent of~~ such Redemption Date shall be payable to the Holders of ~~the~~ such Securities or one or more Predecessor Securities, ~~create and issue additional~~ of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert – The Securities ~~with terms and conditions identical~~ of this series are subject to ~~those of the Securities (except for the issue date~~redemption upon not less than 30 days’, ~~the issue price and the first interest payment date)~~nor more than 60 days’, ~~which additional Securities shall increase the aggregate principal amount of~~notice by mail, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if If applicable, insert - ~~Prior to~~ (1) on in any year commencing with the year and ending with the year , 20and (2)] at any time [~~·] ([·] month[s] prior to their maturity date) (~~If applicable, insert — on or after ], as a whole or in part, at the ~~“Par Call Date”),~~ election of the Issuer ~~may redeem~~ at 100% of the principal amount of such Securities plus a premium (determined by the Issuer) equal to the excess, if any, of (i) the present value of all interest and principal payments scheduled to become due after the date of such redemption in respect of the portion of such Securities to be redeemed (such present value to be determined by the Issuer on the basis of a discount rate equal to the yield on maturity on U.S. Treasury instruments with a maturity as close as practicable to the remaining average life of such Securities) over (ii) the principal amount of such Securities to be redeemed.] [If applicable, insert – The Issuer shall have the right, at its option, to redeem the Securities in whole or in part, at any time ~~and~~ or from time to ~~time~~time prior to their Stated Maturity, at a redemption price ~~(expressed as a percentage of principal amount and rounded to three decimal places)~~ equal to the greater ~~of:~~of (1) 100% of the principal amount of such Securities and (2) the sum of the present values of each remaining scheduled payment of principal and interest thereon (exclusive of interest accrued and unpaid to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in Section 301 hereof) plus [ ] basis points, plus accrued and unpaid interest on the principal amount of the Securities to, but excluding, the Redemption Date.

Appears in 1 contract

Samples: Indenture (WPP PLC)

Appears in 1 contract

Samples: Junior Subordinated Indenture (Equitable Resources Capital Trust I)

Form of Reverse of Security. This Security is one of a duly authorized issue of senior securities of the ~~Issuer~~ Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of ~~[·], 20[·~~[ ] (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the ~~Issuer~~Company, the Guarantors ~~party thereto~~ and ~~Deutsche Bank Trust Company Americas~~[Trustee], as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), 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~~Company, the Guarantors, 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 [if applicable, insert -, — limited in aggregate principal amount to ~~US$~~ $ ]. This Security is the general, [unsecured,] senior obligation of the Company [if applicable, insert—and is guaranteed pursuant to a guarantee (the “Guarantee”) by [insert name of each Guarantor] (the “Guarantors”). The Guarantee by each Guarantee is the general, unsecured, senior obligation of such Guarantor]. [If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ nor more than 60 days’ notice, at any time [if applicable, insert — on or after , 20 ], 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 [if applicable, insert — on or before , %, and if redeemed] during the 12-; month period beginning of the years indicated, and thereafter at a Redemption Price equal to % 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 Securities, 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.] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert — The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, ~~however~~the amendment thereof and the modification of the rights and obligations of the Company [if applicable, ~~that~~ insert—and the ~~Issuer may from time~~ Guarantors] and the rights of the Holders of the Securities to ~~time or~~ be affected under the Indenture at any ~~time~~time by the Company [if applicable, ~~without~~ insert—and the Guarantors] and the Trustee with the consent of the Holders of a majority in principal amount (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of all Securities at the time Outstanding to be affected (considered together as one class for this purpose and such Securities to be affected potentially being Securities of the same or different series and, with respect to any series, potentially comprising fewer than all the Securities of such series), except as may otherwise be provided pursuant to the Indenture for all or any specific Securities of any series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount (including waivers obtained in connection with a purchase of, or tender offer or exchange offer for, Securities~~, create and issue additional Securities with terms and conditions identical to those~~ ) of the Securities at the time Outstanding to be affected under the Indenture (~~except~~ considered together as one class for this purpose and such affected Securities potentially being Securities of the ~~issue date~~same or different series and, with respect to any particular series, potentially comprising fewer than all the ~~issue price and the first interest payment date~~Securities of such series), ~~which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation~~ on behalf of the ~~Issuer and ranks in right~~ Holders of ~~payment on parity with~~ all ~~other unsecured and unsubordinated indebtedness of~~ Securities so affected, to waive compliance by the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Company [if applicable, ~~insert - Prior to~~ insert—and the Guarantors] with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount (including waivers obtained in connection with a purchase of, ~~20[·] ([·] month[s] prior to their maturity date~~or tender offer or exchange offer for, Securities) ~~(the “Par Call Date”), the Issuer may redeem~~ of the Securities at ~~its option~~the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture with respect to such series and their consequences, in ~~whole~~ the case of Clause (i) or (ii), except as may otherwise be provided pursuant to the Indenture for all or any specific Securities of any series. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in ~~part~~exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any ~~time~~ such proceeding, for 60 days after receipt of such notice, request and ~~from time~~ offer of indemnity. The foregoing shall not apply to ~~time, at a redemption price (expressed as a percentage~~ any suit instituted by the Holder of this Security for the enforcement of any payment of principal ~~amount and rounded to three decimal places) equal~~ hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the ~~greater of:~~Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed [if applicable, insert—or alter or impair the obligation of each Guarantor, which is absolute and unconditional, to pay pursuant to its Guarantee]. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, [if applicable, insert—any Guarantor,] the Trustee and any agent of the Company [if applicable, insert—any Guarantor] or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, [if applicable, insert—any Guarantor,] the Trustee nor any such agent shall be affected by notice to the contrary. [If this Security is a Global Security, insert — This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations therein on transfers and exchanges of Global Securities.] This Security and the Indenture shall be governed by and construed in accordance with the law of the State of New York, without regard to conflicts of laws principles thereof. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Appears in 1 contract

Samples: Indenture (Horsehead Corp)

Appears in 1 contract

Samples: Indenture (Beta Operating Company, LLC)

Appears in 1 contract

Samples: Junior Subordinated Indenture (First Citizens Bancshares Inc /De/)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (herein called the ~~“Securities”~~"SECURITIES"), issued and to be issued in one or more series under an the Junior Subordinated Indenture, dated as of ~~[·]~~_______, ~~20[·]~~ 1998 (herein called the ~~“Indenture”~~"INDENTURE"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Company and ~~Deutsche Bank~~ Bankers Trust ~~Company Americas~~Company, as ~~Trustee~~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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Company, the ~~Guarantors~~Trustee, the ~~Trustee~~ holders of Senior Indebtedness and the Holders of the ~~Securities~~ 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 [~~if applicable~~IF APPLICABLE, ~~insert -~~INSERT--, limited in aggregate principal amount to ~~US$ ]~~ $_________]. All terms used in this Security that are defined in the Indenture [~~if applicable~~IF APPLICABLE, INSERT-- or in [insert ~~-; provided~~name of trust agreement], ~~however~~dated as of __________________ (as modified, ~~that the Issuer may~~ amended or supplemented from time to time the "TRUST AGREEMENT"), relating to [INSERT NAME OF ISSUER TRUST] [the ("ISSUER TRUST") among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto] shall have the meanings assigned to them in the Indenture [IF APPLICABLE, INSERT--or the Trust Agreement, or the Registration Rights Agreement, as the case may be]. [IF APPLICABLE, INSERT--The Company has the right to redeem this Security (i) on or after _________, in whole at any time or in part from time to time, ~~without~~ or (ii) in whole (but not in part), at any time within 90 days following the ~~consent~~ occurrence and during the continuation of a Tax Event, Investment Company Event, or Capital Treatment Event, in each case at the Redemption Price described below, and subject to possible regulatory approval.] [IF APPLICABLE, INSERT--In the case of a redemption on or after ___________, the Redemption Price shall equal the following prices, expressed in percentages of the principal amount hereof, together with accrued interest to but excluding the date fixed for redemption, if redeemed during the 12-month period beginning -----------: Redemption Year Price ---- ------- and 100% on or after __________. In the case of a redemption on or after __________ following a Tax Event, Investment Company Event or Capital Treatment Event, the Redemption Price shall equal the Redemption Price then applicable to a redemption under the preceding paragraph. [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [IF APPLICABLE, INSERT--The Indenture contains provisions for defeasance at any time [of the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance by the Company with certain conditions set forth in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except for~~ of each series at the ~~issue date~~time Outstanding, on behalf of the ~~issue price~~ Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the ~~first interest payment date), which additional Securities shall increase~~ Indenture and their consequences. Any such consent or waiver by the ~~aggregate principal amount of, and~~ Holder of this Security shall be ~~consolidated~~ conclusive and ~~form a single series with,~~ binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the ~~Securities]. This Security is an unsecured obligation~~ registration of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole transfer hereof or in ~~part~~exchange herefor or in lieu hereof, ~~at any time and from time to time, at a redemption price (expressed as a percentage~~ whether or not notation of ~~principal amount and rounded to three decimal places) equal to the greater of:~~such consent or waiver is made upon this Security.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Southern Bancshares Nc Inc)

Appears in 1 contract

Samples: Junior Subordinated Indenture (MRM Capital Trust Iii)

Appears in 1 contract

Samples: Indenture (Carnival Corp)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of Group (herein called the ~~Issuer (the “~~"Securities”"), issued and to be issued in one or more series under an a Subordinated Indenture, dated as of ~~[·]~~__________ __, ~~20[·]~~ 1997 (herein called the “"Indenture”"), ~~among the Issuer, the Guarantors party thereto~~ between Group and ~~Deutsche Bank~~ Wilmington Trust ~~Company Americas~~Company, 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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Trustee, ~~the Guarantors, the Trustee~~ Group and the Holders of the ~~Securities~~ 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 [~~if applicable, insert -~~, limited in aggregate principal amount to ~~US$~~ $___________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated [Limited Liability Company] [Trust] Agreement, dated as of __________ __, ____, as amended (the "Company Agreement"), for [insert name of Company] among Delphi Financial Group, Inc., as [Managing Member] [Depositor], [if applicable, insert names of other Managing Members] [if applicable, insert ~~-; provided~~- the Trustees named therein], ~~however~~and the Holders of Capital Securities described therein, ~~that~~ [if applicable, insert - as Members]] shall have the ~~Issuer~~ meanings assigned to them in the Indenture [if applicable, insert - or the Company Agreement, as the case may ~~from time to time or~~ be]. [If applicable, insert - Group may at any time, at its option, on or after __________ __, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the ~~consent~~ principal amount thereof plus accrued and unpaid interest [if applicable, insert - including Additional Interest, if any] to the Redemption Date.] Upon the occurrence and during the continuation of a Tax Event, Group may, at its option, at any time within 90 days of the occurrence of such Tax Event, redeem this Security, in whole but not in part, subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to [100% of the principal amount thereof plus accrued and unpaid interest, including Additional Interest, if any, to the Redemption Date]. In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by Group with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, Group and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of Group and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of all series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of all series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by Group with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, - As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to Group (~~except~~ and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Company, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to Group and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, - As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to Group (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Company, if upon an Event of Default, the Trustee or the Holders of the requisite principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to Group and the Trustee. Such amount shall be equal to - insert formula for determining the amount. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of Group's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of Group, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of Group maintained under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to Group and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the ~~issue date~~same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but Group may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, Group, the ~~issue price~~ Trustee and any agent of Group or the ~~first interest payment date)~~Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, ~~which additional~~ whether or not this Security be overdue, and neither Group, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities ~~shall increase~~ of this series are issuable only in registered form without coupons in denominations of $_____ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. Group and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and ~~shall be consolidated~~ any Person that acquires a beneficial interest in, this Security agree that for United States federal, state and ~~form a single series with, the Securities]~~local tax purposes it is intended that this Security constitute indebtedness. This Security is an unsecured obligation of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

Appears in 1 contract

Samples: Subordinated Indenture (Delphi Financial Group Inc/De)

Appears in 1 contract

Samples: Junior Subordinated Indenture (Bankamerica Corp/De/)

Appears in 1 contract

Samples: Junior Subordinated Indenture (Providian Financial Corp)

Appears in 1 contract

Samples: Junior Subordinated Indenture (National City Corp)

Appears in 1 contract

Samples: Indenture (Carnival PLC)

Form of Reverse of Security. This Security is one of a duly authorized issue of senior securities of the ~~Issuer~~ Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of ~~[·], 20[·~~[ ] (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the ~~Issuer~~Company, the Guarantors ~~party thereto~~ and ~~Deutsche Bank Trust Company Americas~~[Trustee], as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), 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~~Company, the Guarantors, 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 [if applicable, insert -, — limited in aggregate principal amount to ~~US$~~ $ ]. This Security is the general, [unsecured,] senior obligation of the Company [if applicable, insert—and is guaranteed pursuant to a guarantee (the “Guarantee”) by [insert name of each Guarantor] (the “Guarantors”). The Guarantee by each Guarantee is the general, unsecured, senior obligation of such Guarantor]. [If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ nor more than 60 days’ notice, at any time [if applicable, insert — on or after , 20__], 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 [if applicable, insert — on or before , %, and if redeemed] during the 12-; month period beginning of the years indicated, and thereafter at a Redemption Price equal to % 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 Securities, 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.] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert — The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, ~~however~~the amendment thereof and the modification of the rights and obligations of the Company [if applicable, ~~that~~ insert—and the ~~Issuer may from time~~ Guarantors] and the rights of the Holders of the Securities to ~~time or~~ be affected under the Indenture at any ~~time~~time by the Company [if applicable, ~~without~~ insert—and the Guarantors] and the Trustee with the consent of the Holders of a majority in principal amount (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of all Securities at the time Outstanding to be affected (considered together as one class for this purpose and such Securities to be affected potentially being Securities of the same or different series and, with respect to any series, potentially comprising fewer than all the Securities of such series), except as may otherwise be provided pursuant to the Indenture for all or any specific Securities of any series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount (including waivers obtained in connection with a purchase of, or tender offer or exchange offer for, Securities~~, create and issue additional Securities with terms and conditions identical to those~~ ) of the Securities at the time Outstanding to be affected under the Indenture (~~except~~ considered together as one class for this purpose and such affected Securities potentially being Securities of the ~~issue date~~same or different series and, with respect to any particular series, potentially comprising fewer than all the ~~issue price and the first interest payment date~~Securities of such series), ~~which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation~~ on behalf of the ~~Issuer and ranks in right~~ Holders of ~~payment on parity with~~ all ~~other unsecured and unsubordinated indebtedness of~~ Securities so affected, to waive compliance by the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Company [if applicable, ~~insert - Prior to~~ insert—and the Guarantors] with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount (including waivers obtained in connection with a purchase of, ~~20[·] ([·] month[s] prior to their maturity date~~or tender offer or exchange offer for, Securities) ~~(the “Par Call Date”), the Issuer may redeem~~ of the Securities at ~~its option~~the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture with respect to such series and their consequences, in ~~whole~~ the case of Clause (i) or (ii), except as may otherwise be provided pursuant to the Indenture for all or any specific Securities of any series. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in ~~part~~exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any ~~time~~ such proceeding, for 60 days after receipt of such notice, request and ~~from time~~ offer of indemnity. The foregoing shall not apply to ~~time, at a redemption price (expressed as a percentage~~ any suit instituted by the Holder of this Security for the enforcement of any payment of principal ~~amount and rounded to three decimal places) equal~~ hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the ~~greater of:~~Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed [if applicable, insert—or alter or impair the obligation of each Guarantor, which is absolute and unconditional, to pay pursuant to its Guarantee]. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, [if applicable, insert—any Guarantor,] the Trustee and any agent of the Company [if applicable, insert—any Guarantor] or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, [if applicable, insert—any Guarantor,] the Trustee nor any such agent shall be affected by notice to the contrary. [If this Security is a Global Security, insert — This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations therein on transfers and exchanges of Global Securities.] This Security and the Indenture shall be governed by and construed in accordance with the law of the State of New York. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture, without regard to conflicts of laws principles thereof.

Appears in 1 contract

Samples: Indenture (Horsehead Corp)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company designated as its ___% Senior Subordinated Notes due 2007 (herein called the “"Securities”"), ~~issued and~~ limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $100,000,000, which may be issued ~~in one or more series~~ under an indenture (herein called the "Indenture, ") dated as of ~~[·]~~______ __, ~~20[·]~~ 1997 between the Company, the initial Subsidiary Guarantors named therein and _____________________ (herein called the “"Trustee," which term includes any successor trustee under the Indenture”), ~~among the Issuer, the Guarantors party~~ to which Indenture and all indentures supplemental thereto ~~and Deutsche Bank Trust Company Americas, as Trustee, and~~ reference is hereby made ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, ~~duties~~ duties, obligations and immunities thereunder of the ~~Issuer~~Company, the Subsidiary Guarantors, the Trustee and the Holders of the ~~Securities~~ Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert -, limited in aggregate principal amount to US$ ] [if applicable, insert -; provided, however, that the Issuer may from time to time or at any time, without the consent of the Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of The Indebtedness evidenced by the Securities ~~(except for~~ is, to the ~~issue date~~extent and in the manner provided in the Indenture, ~~the issue price~~ subordinate and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation of the Issuer and ranks subject in right of payment to the prior payment in full of all Senior Indebtedness (as defined in the Indenture) and this Security is issued subject to such provisions. Each Holder of this Security, by accepting the same, (i) agrees to and shall be bound by such provisions, (ii) authorizes and directs the Trustee on ~~parity with all other unsecured~~ his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and ~~unsubordinated indebtedness~~ (iii) appoints the Trustee as his attorney-in-fact for such purpose. The Securities are subject to redemption, at the option of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its optionCompany, in whole or in part, at any time ~~and from time to time~~on or after ____________, 2002, upon not less than 30 or more than 60 days' notice at ~~a redemption price~~ the following Redemption Prices (expressed as ~~a percentage~~ percentages of principal ~~amount and rounded to three decimal places~~amount) ~~equal to~~ set forth below if redeemed during the ~~greater of~~12-month period beginning ______________ of the years indicated below:

Appears in 1 contract

Samples: Indenture (Bellwether Exploration Co)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Corporation (herein called the “"Securities”"), issued and to be issued in one or more series under an the Junior Subordinated Indenture, dated as of ~~[·]~~________, ~~20[·]~~ 199_ (herein called the “"Indenture”"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Corporation and ~~Deutsche Bank~~ Wilmington Trust ~~Company Americas~~Company, 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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Corporation, the ~~Guarantors~~Trustee, the ~~Trustee~~ holders of Senior Indebtedness and the Holders of the ~~Securities~~ 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 [if applicable, ~~insert -~~insert--, limited in aggregate principal amount to ~~US$ ]~~ $________]. All terms used in this Security that are defined in the Indenture [if applicable, insert--or in the Amended and Restated Trust Agreement, dated as of _________, ____ (as modified, amended or supplemented from time to time, the "Trust Agreement"), relating to [insert ~~-; provided~~name of Issuer Trust] (the "Issuer Trust") among the Corporation, ~~however~~as Depositor, ~~that~~ the ~~Issuer may~~ Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture [if applicable, insert--or the Trust Agreement, as the case may be]. [If applicable, insert--The Corporation may at any time, ~~without~~ at its option, on or after _________, ____, and subject to the ~~consent~~ terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at [if applicable, insert-- the following Redemption Prices (expressed as percentages of the principal amount hereof): If redeemed during the 12-month period beginning _____________, Redemption Year Price ---- ----- and thereafter at a Redemption Price equal to 100% of the principal amount hereof, together, in the case of any such redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the date fixed for redemption,] [a Redemption Price equal to 100% of the principal amount hereof, together, in the case of any such redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the date fixed for redemption.] [If applicable, insert--In addition, upon the occurrence and during the continuation of a Tax Event, Capital Treatment Event or an Investment Company Event in respect of the Issuer Trust, the Corporation may, at its option, at any time within 90 days of the occurrence and during the continuation of such Tax Event or Investment Company Event, as the case may be redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture, at a redemption price equal to [insert formula]. [If the Security is subject to redemption of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Corporation with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Corporation and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except for~~ of each series at the ~~issue date~~time Outstanding, on behalf of the ~~issue price~~ Holders of all Securities of such series, to waive compliance by the Corporation with certain provisions of the Indenture and certain past defaults under the ~~first interest payment date)~~Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, ~~which additional~~ whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities ~~shall increase~~ of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount ~~of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation~~ of the ~~Issuer~~ Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and ~~ranks~~ payable immediately, by a notice in ~~right of payment on parity with all other unsecured and unsubordinated indebtedness of~~ writing to the ~~Issuer~~ Corporation (and ~~without any preference among themselves~~to the Trustee if given by Holders) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest [insert - if applicable--including any Additional Interest)] on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Securities Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $________ and any integral multiple of $____________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to ~~, 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”)~~due presentment of this Security for registration of transfer, the ~~Issuer~~ Corporation, the Trustee and any agent of the Corporation or the Trustee may ~~redeem~~ treat the ~~Securities at its option~~Person in whose name this Security is registered as the owner hereof for all purposes, ~~in whole~~ whether or ~~in part~~not this Security be overdue, at and neither the Corporation, the Trustee nor any ~~time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal~~ such agent shall be affected by notice to the ~~greater~~ contrary. The Corporation and, by its acceptance of this Security or a beneficial interest therein, the Holder of:, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Appears in 1 contract

Samples: Junior Subordinated Indenture (First Coastal Capital Trust)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Corporation designated as its 8 7/8% Junior Subordinated Deferrable Interest Debentures, Series C, Due March 15, 2027 (herein called the “"Securities”"), limited in aggregate principal amount to $206,186,000 issued and to be issued ~~in one or more series~~ under an a Junior Subordinated Indenture, dated as of ~~[·]~~March 12, ~~20[·]~~ 1997 (herein called the “"Indenture”"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Corporation and ~~Deutsche~~ The Bank ~~Trust Company Americas~~of New York, as Trustee (herein called the "Trustee"), which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Trustee, the ~~Guarantors, the Trustee~~ Corporation and the Holders of the ~~Securities~~ Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~This~~ All terms used in this Security ~~is one~~ that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of March 12, 1997, as amended (the ~~series designated on~~ "Trust Agreement"), for Xxxxx Capital II, entered into among Xxxxx National Corporation, as Depositor, and the ~~face hereof [if applicable, insert -, limited in aggregate principal amount to US$ ] [if applicable, insert -; provided, however, that~~ Trustees named therein and the ~~Issuer may~~ Holders from time to time thereunder, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. In the case of conflict between the Indenture and the Trust Agreement, the meanings assigned in the Indenture shall apply. The Corporation may, at its option, on or after March 15, 2007, subject to the Corporation having received prior approval of the Federal Reserve if then required under applicable capital guidelines or policies and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, ~~without~~ at the ~~consent~~ following Redemption Prices (expressed as percentages of the principal amount), plus, in each case, accrued interest thereon to the date of redemption. If redeemed during the twelve-month period beginning March 15 in the year indicated, Date Redemption Price ---- ---------------- 2007 104.438% 2008 103.994% 2009 103.550% 2010 103.106% 2011 102.663% 2012 102.219% 2013 101.775% 2014 101.331% 2015 100.888% 2016 100.444% 2017 and thereafter 100.000% If a Tax Event occurs and is continuing and (i) in the opinion of counsel to the Corporation experienced in such matters, there would in all cases, after effecting the termination of Xxxxx Capital II and the distribution of the Securities to the holders of the Preferred Securities in exchange therefor upon liquidation of Xxxxx Capital II, as contemplated by Section 9.2 of the Trust Agreement, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist, or; (ii) the Securities are not held by the Property Trustee, then the Corporation shall have the right (a) to shorten the Stated Maturity of the Securities to the minimum extent required, but in any event to a date not earlier than March 12, 2012 (the action referred to in this clause (a) being referred to herein as a "Maturity Advancement"), such that, in the opinion of counsel to the Corporation experienced in such matters, after effecting an Maturity Advancement, interest paid on the Securities would be deductible for United States federal income tax purposes, or (b) if in the opinion of counsel to the Corporation experienced in such matters, there would in all cases, after effecting a Maturity Advancement be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist, to redeem the Securities, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the Redemption Date. If a Capital Treatment Event occurs and is continuing, the Corporation shall have the right to redeem the Securities, in whole but not in part, at any time within 90 days following the occurrence of the Capital Treatment Event at a redemption price equal to the Make-Whole Amount plus accrued and unpaid interest on the Securities to the date fixed for redemption. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. This Security and the obligations represented hereby are not senior or superior in right of payment to the Series A Subordinated Debentures but rank pari passu therewith. The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Corporation with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Corporation and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities at the time Outstanding, on behalf of the Holders of all Securities, to waive compliance by the Corporation with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may declare the principal amount of all the Securities to be due and payable immediately, by a notice in writing to the Corporation (~~except~~ and to the Trustee if given by Holders), provided that, so long as the Securities are held by the Property Trustee, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities fails to declare the principal of all the Securities to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities of Xxxxx Capital II then outstanding shall have such right by a notice in writing to the Corporation and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XII of the Indenture. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to the limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation maintained under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the ~~issue date~~same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the ~~issue price~~ Corporation, the Trustee and any agent of the ~~first interest payment date)~~Corporation or the Trustee shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, ~~which additional~~ whether or not this Security be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities ~~shall increase~~ are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. The Corporation and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and ~~shall be consolidated~~ any Person that acquires a beneficial interest in, this Security agree that for United States federal, state and ~~form a single series with, the Securities]~~local tax purposes it is intended that this Security constitute indebtedness. This Security is an unsecured obligation of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Riggs Capital Ii)

Appears in 1 contract

Samples: Indenture (BrightSpring Health Services, Inc.)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (herein called the “Securities”), issued and to be issued in one or more series under an a Subordinated Debt Indenture, dated as of ~~[·]~~, 20~~[·]~~ __ (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the ~~Issuer, the Guarantors party thereto and Deutsche Bank Trust Company Americas~~Company, as issuer, Allianz SE, as Guarantor (herein called the “Guarantor”) and The Bank of New York, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), 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~~Company, the ~~Guarantors~~Guarantor, the ~~Trustee~~ Trustee, the holders of Senior Debt 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 [if applicable, insert -— , limited in aggregate principal amount to ~~US$~~ $ ]. [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt, 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 Debt, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said provisions. [If applicable, insert — The Indenture contains provisions or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] Payments under the Securities will be made free and clear of and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed, levied, collected, withheld or assessed by The Netherlands (if by the Company) or the Federal Republic of Germany (if by the Guarantor) or the government of a jurisdiction in which a successor to the Company is organized or resident for tax purposes or any political subdivision or authority thereof or therein that has the power to tax (each, a “Relevant Jurisdiction”), unless required by law. To the extent any such Taxes are so levied or imposed, the Company will, subject to the exceptions and limitations set forth in Section 1007 of the Indenture, pay such additional amounts (“Additional Amounts”) to the Holder of any Security who is not a resident of a Relevant Jurisdiction as may be necessary in order that every net payment of the principal of and interest on such Security and any other amounts payable on such Security, after withholding for or on account of such Taxes imposed upon or as a result of such payment, will not be less than the amount provided for in such Security to be then due and payable. [If applicable insert — In addition to its ability to redeem this Security pursuant to the foregoing,] [i]f at any time as a result of any change in or amendment to the laws or regulations of a Relevant Jurisdiction affecting taxation, or a change in any application or interpretation of such laws or regulations (including the decision of any court or tribunal) either generally or in relation to any particular Securities, which change, amendment, application or interpretation becomes effective on or after , 20__ in making any payment of, or in respect of, the principal amount of, or any premium or interest on, the Securities, the Company would be required to pay any Additional Amounts with respect thereto, then the Securities will be redeemable upon not less than 45 nor more than 60 days’ notice by mail, at any time thereafter, in whole but not in part, at the election of the Company as provided in the Indenture at [their principal amount] [if ~~applicable~~the Security is an Original Issue Discount Security, insert -; an amount equal to ___, insert formula for determining the amount], together in the case of any such redemption with any accrued but unpaid interest to, the Redemption Date. The Indenture permits, with certain exceptions as therein provided, ~~however, that~~ the ~~Issuer may from time~~ amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities of each series to ~~time or~~ be affected under the Indenture at any ~~time~~time by the Company, ~~without~~ the Guarantor and the Trustee with the consent of the Holders of ~~the Securities, create and issue additional Securities with terms and conditions identical to those~~ a majority in principal amount of the Securities at the time Outstanding of all series to be affected (~~except~~ considered together as one class for this purpose). The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company or the Guarantor, or both, with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the ~~issue date~~appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the ~~issue price~~ Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the ~~first~~ Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest ~~payment date)~~hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which ~~additional~~ is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities ~~shall increase~~ of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount ofof Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be ~~consolidated and form a single series with,~~ affected by notice to the ~~Securities]~~contrary. This Security is ~~an unsecured obligation~~ a Global Security and is subject to the provisions of the ~~Issuer~~ Indenture relating to Global Securities, including the limitations in Section 305 thereof on transfers and ~~ranks~~ exchanges of Global Securities. This Security and the Indenture shall be governed by and construed in ~~right of payment on parity~~ accordance with ~~all other unsecured and unsubordinated indebtedness~~ the laws of the ~~Issuer (~~State of New York, except for the subordination [If applicable insert — and ~~without~~ provisions related to [the absence of any ~~preference among themselves) and~~ security in the ~~Guarantees are unsecured obligations~~ rights of holders of this Security] [the waiver of the ~~Guarantors~~ rights of set-off] [the obligations to return payments made early on this Security in certain circumstances]] contained herein and ~~will rank on a parity with all other unsecured and unsubordinated indebtedness~~ in Article Twelve of the ~~Guarantors~~Indenture, ~~except,~~ which shall be governed by and construed in ~~each case, for indebtedness mandatorily preferred by law~~accordance with the laws of the Federal Republic of Germany. ~~[if applicable, insert - Prior~~ All terms used in this Security which are defined in the Indenture shall have the meanings assigned to ~~, 20[·] ([·] month[s] prior to their maturity date) (~~them in the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:Indenture.

Appears in 1 contract

Samples: Subordinated Debt Indenture (Allianz Finance III B.V.)

Form of Reverse of Security. (a) The form of the reverse of the Securities shall be as set forth below: This Security is one of a duly authorized issue of ~~securities~~ Securities of the ~~Issuer~~ Company designated as its 8 1/8% Senior Notes due 2006 (herein called the “"Securities”)") limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $____ million, issued and to be issued ~~in one or more series~~ under an indenture (herein called the "Indenture, ") dated as of ~~[·]~~_______ __, ~~20[·]~~ 2003, between the Company and Wilmington Trust Company, as trustee (herein called the “"Trustee," which term includes any successor Trustee under the Indenture”), ~~among the Issuer, the Guarantors party~~ to which Indenture and all indentures supplemental thereto ~~and Deutsche Bank Trust Company Americas, as Trustee, and~~ reference is hereby made ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, ~~duties~~ duties, obligations and immunities thereunder of the ~~Issuer, the Guarantors~~Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~This~~ The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness on this Security ~~is one~~ and (b) certain restrictive covenants and certain Events of Default, in each case upon compliance with certain conditions set forth therein. The Securities may not be redeemed prior to their maturity. If an Event of Default shall occur and be continuing, there may be declared due and payable in the manner and with the effect provided in the Indenture the principal of this Security, plus all accrued and unpaid interest to and including the date the Securities become due and payable. The Indenture permits, with certain exception as therein provided, the amendment thereof and the modification of the ~~series designated on~~ rights and obligations of the ~~face hereof [if applicable, insert -, limited in aggregate principal amount to US$ ] [if applicable, insert -; provided, however, that~~ Company and the ~~Issuer may from time to time or~~ rights of the Holders under the Indenture at any ~~time, without~~ time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, ~~create and issue additional Securities~~ to waive compliance by the Company with ~~terms and conditions identical to those~~ certain provisions of the ~~Securities (except~~ Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Security at the times, place, and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable on the Security Register of the Company, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose in Wilmington, Delaware or at such other office or agency of the Company as may be maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the ~~issue date~~same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form, without coupons, in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the ~~issue price and the first interest payment date), which additional~~ Securities ~~shall increase the~~ are exchangeable for a like aggregate principal amount ofof Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made to the Holders for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to and at the time of due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any agent shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred affected by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal notice to the ~~greater of:~~contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Appears in 1 contract

Samples: Indenture (Conseco Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Corporation (herein called the ~~“Securities”~~"SECURITIES"), issued and to be issued in one or more series under an the Junior Subordinated Indenture, dated as of ~~[·]~~__________, ~~20[·]~~ 1999 (herein called the ~~“Indenture”~~"INDENTURE"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Corporation and ~~Deutsche Bank Trust Company Americas~~First Union National Bank, as ~~Trustee~~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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Corporation, the ~~Guarantors~~Trustee, the ~~Trustee~~ holders of Senior Indebtedness and the Holders of the ~~Securities~~ 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 [~~if applicable~~IF APPLICABLE, ~~insert -~~INSERT--, limited in aggregate principal amount to ~~US$~~ $ -----------]. All terms used in this Security that are defined in the Indenture [IF APPLICABLE, INSERT--or in the Amended and Restated Trust Agreement, dated as of _________, 1999 (as modified, amended or supplemented from time to time, the "TRUST AGREEMENT"), relating to [insert name of Issuer Trust] ~~[if applicable~~(the "ISSUER TRUST") among the Corporation, ~~insert -; provided~~as Depositor, ~~however, that~~ the ~~Issuer may~~ Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto,] shall have the meanings assigned to them in the Indenture [IF APPLICABLE, INSERT--or the Trust Agreement, as the case may be]. [IF APPLICABLE, INSERT--The Corporation may at any time, ~~without~~ at its option, on or after _______, __ and subject to the ~~consent~~ terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount hereof): If redeemed during the 12-month period beginning __________, Redemption Year Price --------------------- ------------------- and thereafter at a Redemption Price equal to 100% of the principal amount hereof, together, in the case of any such redemption, with accrued interest [IF APPLICABLE, INSERT-- (including any Additional Interest)] to but excluding the date fixed for redemption.] [IF APPLICABLE, INSERT--In addition, upon the occurrence and during the continuation of a Tax Event in respect of the Issuer Trust, the Corporation may, at its option, at any time within 90 days of the occurrence and during the continuation of such Tax Event, redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture, at a Redemption Price equal to [insert formula]. [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Corporation with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Corporation and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except for~~ of each series at the ~~issue date~~time Outstanding, on behalf of the ~~issue price~~ Holders of all Securities of such series, to waive compliance by the Corporation with certain provisions of the Indenture and certain past defaults under the ~~first interest payment date), which additional Securities shall increase~~ Indenture and their consequences. Any such consent or waiver by the ~~aggregate principal amount of, and~~ Holder of this Security shall be ~~consolidated~~ conclusive and ~~form a single series with,~~ binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the ~~Securities]. This Security is an unsecured obligation~~ registration of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole transfer hereof or in ~~part~~exchange herefor or in lieu hereof, ~~at any time and from time to time, at a redemption price (expressed as a percentage~~ whether or not notation of ~~principal amount and rounded to three decimal places) equal to the greater of:~~such consent or waiver is made upon this Security.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Southern States Capital Trust I)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (herein called the “"Securities”"), issued and to be issued in one or more series under an Indenture, dated as of [·June [ ], ~~20[·]~~ 2003 (herein called the “"Indenture”", which term shall have the meaning assigned to it in such instrument), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Company and ~~Deutsche Bank Trust Company Americas~~[ ], as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), 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~~Company, 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 [if applicable~~hereof, ~~insert -,~~ initially limited in aggregate principal amount to ~~US$ ]~~ $____________. The Company may at any time issue additional securities under the Indenture in unlimited amounts having the same terms as the Securities. [if If applicable, insert -; redemption provisions] [If applicable, insert -- The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, ~~however, that~~ the ~~Issuer may from time~~ amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to ~~time or~~ be affected under the Indenture at any ~~time, without~~ time by the Company and the Trustee with the consent of the Holders of ~~the Securities, create and issue additional Securities with terms and conditions identical to those~~ 50% in principal amount of the Securities ~~(except~~ at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the ~~issue date~~appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the ~~issue price~~ Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee, and the ~~first~~ Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest ~~payment date)~~hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security hereof or the Indenture shall alter or impair the obligation of the Company, which ~~additional~~ is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities ~~shall increase~~ of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount ofof Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made to a Holder for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be ~~consolidated and form a single series with,~~ affected by notice to the ~~Securities]~~contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Security ~~is an unsecured obligation~~ shall be governed by and construed in accordance with the laws of the ~~Issuer and ranks in right~~ State of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:New York.

Appears in 1 contract

Samples: Indenture (Bowater Inc)

Appears in 1 contract

Samples: Junior Subordinated Indenture (Bridge Statutory Capital Trust I)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (the “Securities”), ) issued ~~and to be issued in one or more series~~ under an the Junior Subordinated Indenture, dated as of ~~[·]~~March 21, ~~20[·]~~ 2007 (the “Indenture”), ~~among~~ between the ~~Issuer~~Company and The Bank of New York Trust Company, National Association, as Trustee (in such capacity, the ~~Guarantors party~~ “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto ~~and Deutsche Bank Trust Company Americas, as Trustee, 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~~Company, the ~~Guarantors~~Trustee, the ~~Trustee and~~ holders of Senior Debt, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~This~~ All terms used in this Security ~~is one~~ that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of March 21, 2007 (as modified, amended or supplemented from time to time, the ~~series designated on~~ “Trust Agreement”), relating to LXP Capital Trust I (the ~~face hereof [if applicable~~“Trust”) among the Company, ~~insert -~~as Depositor, ~~limited in aggregate principal amount to US$ ] [if applicable, insert -; provided, however, that~~ the ~~Issuer may~~ Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after April 30, 2012 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any ~~time~~time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, ~~without~~ together, in the ~~consent~~ case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date and, if such redemption shall occur prior to the expiration of the Fixed Rate Period, Breakage Costs, if any, less Breakage Gains, if any. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, ~~create and issue additional Securities~~ with ~~terms and conditions identical to those~~ the consent of the ~~Securities (except for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the aggregate~~ Holders of not less than a majority in principal amount ofof the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be ~~consolidated~~ conclusive and ~~form a single series with~~binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the ~~Securities]. This~~ Indenture and no provision of this Security ~~is an unsecured~~ or of the Indenture shall alter or impair the obligation of the ~~Issuer~~ Company, which is absolute and ~~ranks in right~~ unconditional, to pay the principal of ~~payment on parity with all other unsecured~~ and ~~unsubordinated indebtedness of~~ any premium, if any, and interest, including any Additional Interest (to the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”extent legally enforceable), on this Security at the ~~Issuer may redeem~~ times, place and rate, and in the ~~Securities at its option~~coin or currency, ~~in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:~~herein prescribed.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Lexington Realty Trust)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (herein called the “"Securities”"), issued and to be issued in one or more series under an the Junior Subordinated Indenture, dated as of ~~[·]~~_____________ , ~~20[·]~~ 1998 (herein called the “"Indenture”"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Company and ~~Deutsche Bank~~ Bankers Trust ~~Company Americas~~Company, 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 ~~to the Indenture~~ for a statement of the respective rights, ,limitations of rights, duties and immunities thereunder of the ~~Issuer~~Company, the ~~Guarantors~~Trustee, the ~~Trustee~~ holders of Senior Indebtedness and the Holders of the ~~Securities~~ 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 [if applicable, ~~insert -~~insert--, limited in aggregate principal amount to ~~US$ ]~~ $ ___________ ]. The Company has appointed _______ _____________ at its corporate trust office in The City of New York as the paying agent (the "Paying Agent," which term includes any additional or successor Paying Agent appointed by the Company) with respect to the Securities. To the extent not inconsistent herewith, the terms of the Indenture are hereby incorporated by reference herein. All terms used in this Security that are defined in the Indenture [if applicable, insert-- or in [insert ~~-; provided~~name of trust agreement], ~~however~~dated as of___________ (as modified, ~~that the Issuer may~~ amended or supplemented from time to time the "Trust Agreement"), relating to [insert name of Issuer Trust] [the ("Issuer Trust") among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto] shall have the meanings assigned to them in the Indenture [if applicable, insert--or the Trust Agreement, as the case may be]. [If applicable, insert--this Security will not be subject to any sinking fund and, except as provided in the Indenture, will not be redeemable or subject to repayment at the option of the holder prior to its Stated Maturity.] [If applicable, insert--The Company may redeem this Security prior to the Stated Maturity at the option of the Company (i) on or after _________, in whole at any time or in part from time to time, ~~without~~ and (ii) prior to __________, in whole (but not in part) at any time within 90 days following the ~~consent~~ occurrence and during the continuation of a Tax Event or an Investment Company Event (the 90-Day Period"), in each case at a Redemption Price equal to the accrued and unpaid interest on the Securities so redeemed to the date fixed for redemption, plus 100% of the principal amount thereof; provided, however that if at the time there is available to the Company or the Issuer Trust the opportunity to eliminate, within the 90-Day Period, the Tax Event or Investment Company Event by taking some ministerial action ("Ministerial Action"), such as filing a form or making an election, or pursuing some other similar reasonable measure that will have no adverse effect on the Company, the Issuer Trust or the holders of the Trust Securities and will involve no material cost, the Company shall pursue such measures in lieu of redemption; provided, further, that the Company shall have no right to redeem the Securities while the Issuer Trust is pursuing any Ministerial Action pursuant to the Trust Agreement.] [If the Security is subject to redemption of any kind, insert--Notice or redemption shall be mailed to the registered holders of the Securities designated for redemption at their addresses as the same shall appear on the Security register not less than 30 nor more than 60 days prior to the dated fixed for redemption, subject to all conditions and provision of the Indenture. In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert--The Indenture contains provisions for defeasance at any time [of the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance by the Company with certain conditions set forth in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except~~ of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange here for or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. [If the ~~issue date~~Security is not a Discount Security, insert--As provided in and subject to the ~~issue price~~ provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the ~~first interest payment date), which additional Securities shall increase~~ Trustee or the Holders of not less than 25% in aggregate principal amount ~~of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation~~ of the ~~Issuer~~ Outstanding Securities of this series may declare the principal amount of all the Securities of this series and ~~ranks~~ interest accrued thereon to be due and payable immediately, by a notice in ~~right of payment on parity with all other unsecured and unsubordinated indebtedness of~~ writing to the ~~Issuer~~ Company (and ~~without any preference among themselves~~to the Trustee if given by Holders) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the outstanding Securities of this series to be immediately due and payable, the Holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee. The principal amount payable upon such acceleration shall be equal to--insert - formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities of this series shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest (including Additional Interest) on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by,the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $25 and any integral multiple of $25 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to ~~, 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”)~~due presentment of this Security for registration of transfer, the ~~Issuer~~ Company, the Trustee and any agent of the Company or the Trustee may ~~redeem~~ treat the ~~Securities at its option~~Person in whose name this Security is registered as the owner hereof for all purposes, ~~in whole~~ whether or ~~in part~~not this Security be overdue, at and neither the Company, the Trustee nor any ~~time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal~~ such agent shall be affected by notice to the ~~greater~~ contrary. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of:, and any Person that acquires a beneficial interest in, this Security agrees that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Equitable Resources Inc /Pa/)

Appears in 1 contract

Samples: Junior Subordinated Indenture (Equitable Resources Capital Trust I)

Appears in 1 contract

Samples: Indenture (Beta Operating Company, LLC)

Appears in 1 contract

Samples: Indenture (BrightSpring Health Services, Inc.)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the ~~Issuer~~ Company designated as 6½% Senior Notes Due 2012, Series B (herein called the “Exchange Securities”), limited in aggregate principal amount on the Issue Date to $1,000,000,000 issued and to be issued ~~in one or more series~~ under an Indenture, dated as of ~~[·]~~February 17, ~~20[·]~~ 2004 (herein called the “Indenture”,” which term shall have the meaning assigned to it in such instrument), among the ~~Issuer~~Company, the ~~Guarantors party thereto~~ guarantors named therein and ~~Deutsche~~ The Bank ~~Trust Company Americas~~of New York, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer, the Guarantors~~Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~This Security is one~~ The Company shall be entitled, subject to its compliance with Section 10.08 of the ~~series designated~~ Indenture, to issue Additional Securities pursuant to Section 3.13 of the Indenture. The Securities include the Initial Securities issued on the ~~face hereof [if applicable~~Issue Date, ~~insert -, limited in aggregate principal amount to US$ ] [if applicable, insert -; provided, however, that~~ any Additional Securities and the ~~Issuer may from time to time or at any time, without the consent of the Holders of the~~ Exchange Securities, ~~create~~ issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities issued on the Issue Date, any Additional Securities and ~~issue additional~~ the Exchange Securities ~~with~~ are treated as a single class of securities under the Indenture. The terms ~~and conditions identical to those~~ of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (~~except for~~ 15 U.S.C. 7aaa - 77bbbb (the ~~issue date~~“TIA”)), as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, the ~~issue price~~ Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the ~~first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form~~ TIA for a ~~single series with, the Securities]~~statement of such terms. This Security is ~~an unsecured obligation~~ redeemable at the option of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its optionCompany, in whole or in part, at any time on or after February 15, 2008, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, thereon to the Redemption Date, if redeemed during the twelve month period beginning February 15 of the years indicated below: 2008 103.250 % 2009 101.625 % 2010 and thereafter 100.0000 % If the Company purchases less than 97% of the aggregate principal amount of the outstanding 10¾% Notes and 2002 10¾% Notes in the Tender Offer, the Company shall redeem (the “Special Mandatory Redemption”) a specified principal amount of the Securities (the “Specified Amount”). The Specified Amount shall be equal to the difference between (x) the gross proceeds to the Company from the sale of Securities and (y) the consideration paid to holders of the 10¾% Notes and the 2002 10¾% Notes in the Tender Offer, including amounts attributable to any consent payment with respect to any consent solicitation conducted in connection with the Tender Offer but excluding any accrued but unpaid interest on the 10¾% Notes and the 2002 10¾% Notes. The redemption price for Securities redeemed pursuant to the Special Mandatory Redemption shall be 100% of the principal amount of the Securities redeemed pursuant thereto, plus accrued and unpaid interest thereon, to the date of redemption of the Securities. If the Company is required to undertake a Special Mandatory Redemption, the Company will cause a notice of special mandatory redemption to be issued and mailed on the Issue Date, and will redeem the Securities to be redeemed pursuant to this paragraph on the fifth Business Day following the Issue Date. In addition, at any time, or from time to time, on or prior to February 15, 2007, the Company may, at its option, use the net cash proceeds of one or more Public Equity Offerings to redeem up to an aggregate of 35% of the principal amount of the Securities (which includes Additional Securities, if any), at a redemption price equal to 106.500% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to the Redemption Date; provided, however, that at least 65% of the aggregate principal amount of Securities (~~expressed~~ which includes Additional Securities, if any) remains outstanding immediately after the occurrence of such redemption. In order to effect the foregoing redemption with the proceeds of any Public Equity Offering, the Company shall send a redemption notice not later than 90 days after the consummation of any such Public Equity Offering. The Securities are not subject to any sinking fund. The Indenture provides that the Company is obligated (a) upon the occurrence of a Change in Control to make an offer to purchase all outstanding Securities at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the date of purchase and (b) to make an offer to purchase Securities with a portion of the net cash proceeds of certain sales or other dispositions of assets (not applied as specified in the Indenture within the periods set forth therein) at a ~~percentage~~ purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase. In the event of redemption or purchase of this Security in part only pursuant to a Change of Control Offer or an Asset Sale Offer, a new Security or Securities for the unredeemed or unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or of certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. If an Event of Default shall occur and be continuing, there may be declared due and payable the principal of, premium, if any, and accrued and unpaid interest, if any, on all of the outstanding Securities, in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in principal amount of the Securities at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee and the Trustee shall not have received from the Holders of a majority in principal amount of Securities at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding for 15 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to certain suits described in the Indenture, including any suit instituted by the Holder of this Security for the enforcement of any payment of principal ~~amount and rounded~~ hereof or any premium or interest hereon on or after the respective due dates expressed herein (or, in the case of redemption, on or after the Redemption Date or, in the case of any purchase of this Security required to ~~three decimal places) equal~~ be made pursuant to a Change of Control Offer or an Asset Sale Offer, on or after the relevant Purchase Date). No reference herein to the ~~greater of:~~Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security is issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Interest on this Security shall be computed on the basis of a 360-day year comprised of twelve 30-day months. As provided in the Indenture and subject to certain limitations therein set forth, the obligations of the Company under the Indenture and this Security are Guaranteed pursuant to Guarantees endorsed hereon as provided in the Indenture. Each Holder, by holding this Security, agrees to all of the terms and provisions of said Guarantees. The Indenture provides that each Guarantor shall be released from its Guarantee upon compliance with certain conditions. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof. To assign this Security, fill in the form below: I or we assign and transfer this Security to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side of this Security.

Appears in 1 contract

Samples: Indenture (United Rentals Inc /De)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (herein called the “"Securities”"), issued and to be issued in one or more series under an the Junior Subordinated Indenture, dated as of ~~[·]~~January ___, ~~20[·]~~ 1997 (herein called the “"Indenture”"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Company and ~~Deutsche Bank~~ Bankers Trust ~~Company Americas~~Company, 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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Company, the ~~Guarantors~~Trustee, the ~~Trustee~~ holders of Senior Indebtedness and the Holders of the ~~Securities~~ 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 [if applicable, ~~insert -~~insert--, limited in aggregate principal amount to ~~US$ ]~~ $ _________]. All terms used in this Security that are defined in the Indenture [if applicable, insert-- or in [insert ~~-; provided~~name of trust agreement], ~~however~~dated as of __________ (as modified, ~~that the Issuer may~~ amended or supplemented from time to time the "Trust Agreement"), relating to [insert name of Issuer Trust] [the ("Issuer Trust") among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto] shall have the meanings assigned to them in the Indenture [if applicable, insert--or the Trust Agreement, as the case may be]. [If applicable, insert--The Company has the right to redeem this Security (i) on or after _________, in whole at any time or in part from time to time, ~~without~~ or (ii) in whole (but not in part), at any time within 90 days following the ~~consent~~ occurrence and during the continuation of a Tax Event, Investment Company Event, or Capital Treatment Event, in each case at the Redemption Price described below, and subject to possible regulatory approval. [If applicable, insert--In the case of a redemption on or after _________, the Redemption Price shall equal the following prices, expressed in percentages of the principal amount hereof, together with accrued interest to but excluding the date fixed for redemption, if redeemed during the 12-month period beginning ___________: Redemption Year Price ---- ---------- and 100% on or after __________. In the case of a redemption on or after _________ following a Tax Event, Investment Company Event of Capital Treatment Event, the Redemption Price shall equal the Redemption Price then applicable to a redemption under the preceding paragraph. In the case of a redemption prior to __________ following a Tax Event, Investment Company Event or Capital Treatment Event in respect of the Issuer Trust, the Redemption Price shall equal the Make-Whole Amount for a corresponding $__________ principal amount hereof, together with accrued interest to but excluding the date fixed for redemption, which Make-Whole Amount will be equal to the greater of (i) 100% of the principal amount hereof, and (ii) as determined by a Quotation Agent (as defined in the Trust Agreement), the sum of the present values of the principal amount hereof and premium, if any, payable as part of the Redemption Price with respect to an optional redemption hereof on __________, together with the present values of scheduled payments of interest from the date fixed for redemption to ______ _____, together with the present values of scheduled payments of interest from the date fixed for redemption to __________, in each case discounted to the date fixed for redemption on a [monthly] [quarterly] [semi-annual] basis (assuming a 360-day year consisting of 30-months) at the Adjusted Treasury Rate (as defined in the Trust Agreement).] [If the Security is subject to redemption of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert--The Indenture contains provisions for defeasance at any time [of the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance by the Company with certain conditions set forth in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except for~~ of each series at the ~~issue date~~time Outstanding, on behalf of the ~~issue price~~ Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the ~~first interest payment date)~~Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, ~~which additional~~ whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities ~~shall increase~~ of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount ~~of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation~~ of the ~~Issuer~~ Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and ~~ranks~~ payable immediately, by a notice in ~~right of payment on parity with all other unsecured and unsubordinated indebtedness of~~ writing to the ~~Issuer~~ Company (and ~~without any preference among themselves~~to the Trustee if given by Holders) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee. The principal amount payable upon such acceleration shall be equal to--insert - formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities of this series shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest (including Additional Interest) on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $________ and any integral multiple of $_________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to ~~, 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”)~~due presentment of this Security for registration of transfer, the ~~Issuer~~ Company, the Trustee and any agent of the Company or the Trustee may ~~redeem~~ treat the ~~Securities at its option~~Person in whose name this Security is registered as the owner hereof for all purposes, ~~in whole~~ whether or ~~in part~~not this Security be overdue, at and neither the Company, the Trustee nor any ~~time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal~~ such agent shall be affected by notice to the ~~greater~~ contrary. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of:, and any Person that acquires a beneficial interest in, this Security agrees that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THIS SECURITY IS A DIRECT AND UNSECURED OBLIGATION OF THE COMPANY, DOES NOT EVIDENCE DEPOSITS AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER INSURER OR GOVERNMENT AGENCY. THIS SECURITY WILL BE SUBORDINATE TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS OF THE COMPANY AND WILL BE INELIGIBLE AS COLLATERAL TO SECURE A LOAN FROM THE COMPANY.

Appears in 1 contract

Samples: Junior Subordinated Indenture (First Empire Capital Trust I)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Note Issuer (herein called the “"Securities”"), issued ~~and to be issued in one or more series~~ under an a Senior Subordinated Indenture, dated as of ~~[·]~~February 19, ~~20[·]~~ 1998 (herein called the “"Indenture”"), ~~among~~ between the Note Issuer, ~~the Guarantors party thereto~~ as Issuer, and ~~Deutsche~~ State Street Bank and Trust ~~Company Americas~~Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), Fresenius Medical Care AG (herein called the "Company"), as the Company and as a Guarantor, Fresenius Medical Care Holdings, Inc. and Fresenius Medical Care Deutschland GmbH, as Guarantors, to which Indenture and all indentures supplemental thereto reference is hereby made ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Note Issuer, the ~~Guarantors, the Trustee~~ Company and the Holders of the ~~Securities~~ Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~This~~ All terms used in this Security ~~is one~~ that are defined in the Indenture and in the Amended and Restated Declaration of Trust, dated as of February 19, 1998, (the "Declaration"), for Fresenius Medical Care Capital Trust II, shall have the meanings assigned to them in the Indenture or the Declaration, as the case may be. If a Tax Event or an Investment Company Event in respect of the ~~series designated~~ Trust shall occur and be continuing, the Company shall cause the Trustees (as defined in the Declaration) to dissolve the Trust and cause Securities to be distributed to the holders of the Trust Securities in dissolution of the Trust or, in the event of a Tax Event only, may cause the Securities to be redeemed, in each case, subject to and in accordance with the provisions of the Declaration, within 90 days following the occurrence of such Tax Event or Investment Company Event. The Securities may be redeemed, at the option of the Note Issuer, subject to the provisions of Article XI of the Indenture, at any time as a whole but not in part, at 100% of the principal amount thereof, plus accrued and unpaid interest (if any) to the date of redemption (subject to the right of Holders of record on the ~~face hereof [if applicable~~relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), ~~insert -~~in the event the Note Issuer has become or would become obligated to pay, ~~limited~~ on the next date on which any amount would be payable with respect to the Securities, any Additional Amounts as a result of a change in ~~aggregate~~ or an amendment to the laws (including any regulations promulgated thereunder) of the United States of America, Germany, the United Kingdom, Luxembourg, or any other Member State of the European Union (or any political subdivision or taxing authority thereof or therein), or any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced or becomes effective on or after the date of the issuance of the Securities. The Securities do not have the benefit of any sinking fund obligations. If an Event of Default shall occur and be continuing, the principal ~~amount~~ of all the Securities may be declared due and payable in the manner, with the effect and subject to ~~US$ ] [if applicable~~the conditions provided in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, ~~insert -;~~ the obligations of the Note Issuer under the Indenture and this Security are Guaranteed on a senior subordinated basis pursuant to Guaranties endorsed hereon. The Indenture provides that a Guarantor shall be released from its Guaranty upon compliance with certain conditions. The Indenture contains provisions for satisfaction, discharge and defeasance at any time of the entire indebtedness of this Security upon compliance by the Note Issuer with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, ~~however~~the Note Issuer, ~~that~~ the ~~Issuer may from~~ Guarantors and the Trustee at any time to ~~time~~ enter into a supplemental indenture or at indentures for the purpose of modifying in any ~~time~~manner the rights and obligations of the Note Issuer, ~~without~~ the ~~consent~~ Guarantors and of the Holders of the Securities, ~~create and issue additional Securities~~ with ~~terms and conditions identical to those~~ the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in aggregate outstanding principal amount of the Outstanding Securities affected thereby, on behalf of the Holders of all the Securities, to waive compliance by the Note Issuer or the Guarantors with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate outstanding principal amount of the Outstanding Securities may declare the principal amount of and interest (~~except~~ including Additional Sums and Additional Amounts, if any) on all the Securities to be due and payable immediately, by a notice in writing to the Note Issuer and the Guarantors (and to the Trustee if given by Holders), provided, that if the Trustee or such Holders fail to do so, the Preferred Trustee shall have such right by a notice in writing to the Note Issuer and the Trustee; and upon any such declaration such specified amount of and the accrued interest (including Additional Sums and Additional Amounts, if any) on all the Securities shall become immediately due and payable, provided, that the payment of principal and interest (including Additional Sums and Additional Amounts, if any) on such Securities shall remain subordinated to the extent provided in Article XII of the Indenture. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Note Issuer, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Note Issuer maintained under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Note Issuer and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the ~~issue date~~same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Note Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the ~~issue price~~ Note Issuer, the Guarantors, the Trustee and any agent of the ~~first interest payment date~~Note Issuer, the Guarantors or the Trustee may treat the Person in whose name this Security is registered as the owner hereof, for all purposes (subject to certain limitations set forth in the Indenture), ~~which additional~~ whether or not this Security be overdue, and neither the Note Issuer, the Guarantors, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities ~~shall increase~~ are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount ofof Securities of a different authorized denomination, ~~and shall be consolidated and form a single series with,~~ as requested by the ~~Securities]. This Security is an unsecured obligation of~~ Holder surrendering the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:same.

Appears in 1 contract

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

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Bank (herein called the ~~“Securities”~~"SECURITIES"), issued and to be issued in one or more series under an the Junior Subordinated Indenture, dated as of ~~[·]~~December 26, ~~20[·]~~ 1996 (herein called the ~~“Indenture”~~"INDENTURE"), among the ~~Issuer~~Bank, ~~the Guarantors party thereto~~ Zions Bancorporation, as guarantor, and ~~Deutsche Bank~~ Chemical Trust Company ~~Americas~~of California, as ~~Trustee~~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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Bank, the ~~Guarantors~~Debenture Guarantor, the ~~Trustee~~ Trustee, the holders of Senior Indebtedness, the holders of Guarantor Senior Indebtedness, and the Holders of the ~~Securities~~ 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 [~~if applicable~~IF APPLICABLE, ~~insert -~~INSERT--, limited in aggregate principal amount to ~~US$~~ $ ___________]. All terms used in this Security [IF APPLICABLE, INSERT - and in the Guarantee set forth below] that are defined in the Indenture [~~if applicable~~IF APPLICABLE, ~~insert -; provided~~INSERT - or in the Amended and Restated Trust Agreement, ~~however~~dated as of December ___, ~~that the Issuer may~~ 1996 (as modified, amended or supplemented from time to ~~time~~ time, the "TRUST AGREEMENT"), relating to [INSERT NAME OF ISSUER TRUST] (the "ISSUER TRUST") among the Bank, as Depositor and the Trustees named therein, shall have the meanings assigned to them in the Indenture [IF APPLICABLE, INSERT--or the Trust Agreement, as the case may be]. [IF APPLICABLE, INSERT--The Bank may at any time, ~~without~~ at its option, on or after _________, ____, and subject to the ~~consent~~ terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount hereof): If redeemed during the 12-month period beginning _____________, Redemption Year Price ---- ---------- and thereafter at a Redemption Price equal to 100% of the principal amount hereof, together, in the case of any such redemption, with accrued interest [IF APPLICABLE, INSERT--, including any Additional Interest,] to but excluding the date fixed for redemption.] [IF APPLICABLE, INSERT--In addition, upon the occurrence and during the continuation of a Tax Event, an Investment Company Event or a Capital Treatment Event in respect of the Issuer Trust, the Bank may, at its option, at any time within 90 days of the occurrence and during the continuation of such Tax Event, Investment Company Event or Capital Treatment Event, as the case may be, redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture, at a redemption price equal to [INSERT FORMULA]. [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Bank [IF APPLICABLE, INSERT - and the Debenture Guarantor] with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Bank and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Bank and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except for~~ of each series at the ~~issue date~~time Outstanding, on behalf of the ~~issue price~~ Holders of all Securities of such series, to waive compliance by the Bank with certain provisions of the Indenture and certain past defaults under the ~~first interest payment date), which additional Securities shall increase~~ Indenture and their consequences. Any such consent or waiver by the ~~aggregate principal amount of, and~~ Holder of this Security shall be ~~consolidated~~ conclusive and ~~form a single series with,~~ binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the ~~Securities]. This Security is an unsecured obligation~~ registration of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole transfer hereof or in ~~part~~exchange herefor or in lieu hereof, ~~at any time and from time to time, at a redemption price (expressed as a percentage~~ whether or not notation of ~~principal amount and rounded to three decimal places) equal to the greater of:~~such consent or waiver is made upon this Security.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Zions Institutional Capital Trust A)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of ~~[·], 20[·]~~ (herein called the “Indenture”), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Company and ~~Deutsche~~ U.S. Bank ~~Trust Company Americas~~National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture with respect to the series of which this Security is a part), to which Indenture and all indentures supplemental thereto reference is hereby made ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Company, the ~~Guarantors~~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~~ Series designated on the face hereof [~~if applicable~~[IF APPLICABLE, ~~insert -~~INSERT–, limited in aggregate principal amount to ~~US$~~ $ ]. Carnival plc irrevocably, unconditionally, and absolutely guarantees, jointly and severally and on a continuing basis, to each Holder of Securities, until final and indefeasible payment of the amounts referred to in Clause (i) below have been made: (i) the due and punctual payment of principal of and interest on the Securities at any time outstanding and the due and punctual payment of all other amounts payable, and all other amounts owing, by the Company to the Holders of the Securities under the Indenture and the Securities (including, without limitation, any Additional Amounts which may be owing to any of the Holders of Securities pursuant to the terms of Section 10.5 of the Indenture), in each case when and as the same shall become due and payable, whether at maturity, by acceleration, by redemption or otherwise and all other monetary obligations of the Company thereunder, all in accordance with the terms and provisions thereof and (ii) the punctual and faithful performance, keeping, observance and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company under the Indenture and the Securities. The Guarantees constitute guarantees of payment, performance and compliance and not merely of collection. The obligation of the Guarantors to make any payments may be satisfied by causing the Company or any other Person to make such payments. Further, the Guarantors agree to pay any and all costs and expenses (including reasonable attorney’s fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under the Guarantees. The Company will pay to the Holders such Additional Amounts as may become payable under Section 10.5 of the Indenture. The Guarantor will pay to the Holders such Guarantor Additional Amounts as may become payable under Section 16.2 of the Indenture. [IF APPLICABLE-INSERT–The Securities may be converted pursuant to the terms herein into [ ] if:[detail terms of conversion]. The Securities in respect of which a Holder has delivered [form of conversion notice] exercising the option of such Holder to require the Company to purchase such Security.] (1) on in any year commencing with the year and ending with the year at a Redemption Price equal to % of the principal amount, and (2)] at any time [on or after , 20 ], 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 [on or before , %, and if redeemed] during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption with accrued interest to the Redemption Date (subject to the right of Holders of record of such Securities, or one or more Predecessor Securities, on the relevant Regular Record Dates referred to on the face hereof to receive interest due on the relevant Interest Payment Date).] [~~if applicable~~The Securities will also be subject to redemption as a whole, ~~insert~~ but not in part, at the option of the Company at any time at 100% of the principal amount, together with accrued interest thereon to the Redemption Date (subject to the right of Holders of record of such Securities, or one or more Predecessor Securities, on the relevant Regular Record Dates referred to on the face hereof to receive interest due on the relevant Interest Payment Date), in the event the Company or the Guarantor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Securities or the Guarantees, any Additional Amounts or Guarantor Additional Amounts as a result of certain changes affecting withholding taxes which are specified in the Indenture.] [IF APPLICABLE, INSERT – The Securities of this series are subject to redemption upon not less than 10 days’ nor more than 60 days’ notice, (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to % of the principal amount, together is the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date (subject to the right of Holders of record of such Securities, or one or more Predecessor Securities, on the relevant Regular Record Dates referred to on the face hereof to receive interest due on the relevant Interest Payment Date).] [IF APPLICABLE, INSERT – Notwithstanding the foregoing, the Company may not, prior to , redeem any Securities of this series as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] [IF APPLICABLE, INSERT – The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [[IF APPLICABLE, INSERT – not less than] $ [(“mandatory sinking fund”) and not more than $ ] aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [IF APPLICABLE, INSERT – mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made in the [describe order] order in which they become due.] [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT – In the event of redemption or repayment of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [IF APPLICABLE, INSERT – The Securities of this series are subject to repayment in whole [or in part] [but not in part], in integral multiples of $ , on [and ] at the option of the Holder hereof at a Repayment Price equal to % of the principal amount thereof [to be repaid], together with interest thereon accrued to the Repayment Date, all as provided in the Indenture (subject to the right of Holders of record of such Securities, or one or more Predecessor Securities, on the relevant Regular Record Dates referred to on the face hereof to receive interest due on the relevant Interest Payment Date) [; provided, however, that the ~~Issuer~~ principal amount of this Security may ~~from time~~ not be repaid in part if, following such repayment, the unpaid principal amount of this Security would be less than [$ ] [the minimum authorized denomination for Securities of this series]]. To be repaid at the option of the Holder, this Security, with the “Option to ~~time~~ Elect Repayment” form duly completed by the Holder hereof, must be received by the Company at its office or agency maintained for that purpose in either the City of , the State of , or the City of , the State of [, which will be located initially at the office of the Trustee at ], not earlier than 30 days nor later than 15 days prior to the Repayment Date. Exercise of such option by the Holder of this Security shall be irrevocable unless waived by the Company.] [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT – If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT – If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to [INSERT FORMULA FOR DETERMINING THE AMOUNT]. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any ~~time~~overdue principal; and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), ~~without~~ all of the ~~consent~~ Company’s obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the ~~Securities~~Securities of each series to be affected under the Indenture at any time by the Company, ~~create~~ the Guarantor and ~~issue additional Securities~~ the Trustee with ~~terms and conditions identical to those~~ the consent of the holders of a majority in principal amount of the Outstanding Securities of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Outstanding Securities of each series, on behalf of the Holders of all Outstanding Securities of such series, to waive compliance by the Company or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the amount of principal of (~~except~~ and premium, if any, on) and interest on this Security herein provided, and at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any, on) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series of like tenor, of authorized denominations and for the ~~issue date~~same aggregate principal amount, will be issued to the ~~issue price~~ designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $ and any integral multiple thereof. As provided in the ~~first interest payment date)~~Indenture and subject to certain limitations therein set forth, ~~which additional~~ Securities ~~shall increase the~~ of this series are exchangeable for a like aggregate principal amount ofof Securities of this series of like tenor of different authorized denominations as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be ~~consolidated~~ affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. [IF APPLICABLE, INSERT – OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably requests and ~~form a single series with~~instructs the Company to repay the within Security [(or the portion thereof specified below)], pursuant to its terms, on the ~~Securities]. This Security is an unsecured obligation~~ “Repayment Date” first occurring after the date of receipt of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to timewithin Security as specified below, at a ~~redemption price (expressed as a percentage~~ Repayment Price equal to % of the principal amount ~~and rounded to three decimal places) equal~~ thereof, together with interest thereon accrued to the ~~greater of:~~Repayment Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), to the undersigned at: (Please Print or Type Name and Address of the Undersigned.) FOR THIS OPTION TO ELECT REPAYMENT TO BE EFFECTIVE, THIS SECURITY WITH THE OPTION TO ELECT REPAYMENT DULY COMPLETED MUST BE RECEIVED NOT EARLIER THAN 30 DAYS PRIOR TO THE REPAYMENT DATE AND NOT LATER THAN 15 DAYS PRIOR TO THE REPAYMENT DATE BY THE COMPANY AT ITS OFFICE OR AGENCY EITHER IN THE CITY OF , THE STATE OF , OR THE CITY OF , THE STATE OF [, WHICH WILL BE LOCATED INITIALLY AT THE OFFICE OF THE TRUSTEE AT ]. (If less than the entire principal amount of the within Security is to be repaid, specify the portion thereof (which shall be $ or an integral multiple thereof) which is to be repaid: $ . The principal amount of this Security may not be repaid in part if, following such repayment, the unpaid principal amount of this Security would be less than [$ [the minimum authorized denomination for Securities of this series].] [If less than the entire principal amount of the within Security is to be repaid, specify the denomination(s) of the Security(ies) to be issued for the unpaid amount: ($ or any integral multiple of $ ): $ .] Dated: Note: The signature to this Option to Elect Repayment must correspond with the name as written upon the face of the within Security in every particular without alterations or enlargement or any change whatsoever.]

Appears in 1 contract

Samples: Indenture (Carnival PLC)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Corporation (herein called the “"Securities”"), issued and to be issued in one or more series under an the Junior Subordinated Indenture, dated as of ~~[·]~~October 28, ~~20[·]~~ 1997 (herein called the “"Indenture”"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Corporation and ~~Deutsche Bank Trust Company Americas~~, 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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Corporation, the ~~Guarantors~~Trustee, the ~~Trustee~~ holders of Senior Debt and the Holders of the ~~Securities~~ 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 [if applicable, ~~insert -~~insert--, limited in aggregate principal amount to ~~US$ ]~~ $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert--or in the Amended and Restated Trust Agreement, dated as of October 28, 1997 (as modified, amended or supplemented from time to time, the "Trust Agreement"), relating to [insert ~~-; provided~~name of Issuer Trust] (the "Issuer Trust") among the Corporation, ~~however~~as Depositor, ~~that~~ the ~~Issuer may~~ Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture [if applicable, insert--or the Trust Agreement, as the case may be]. [If applicable, insert--The Corporation may at any time, ~~without~~ at its option, on or after _________, ____, and subject to the ~~consent~~ terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount hereof): If redeemed during the 12-month period beginning _____________, Redemption Year Price and thereafter at a Redemption Price equal to 100% of the principal amount hereof, together, in the case of any such redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the date fixed for redemption.] [If applicable, insert--In addition, upon the occurrence and during the continuation of a Tax Event in respect of the Issuer Trust, the Corporation may, at its option, at any time within 90 days of the occurrence and during the continuation of such Tax Event redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture, at a redemption price equal to [insert formula]]. [If the Security is subject to redemption of any kind, insert- -In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Corporation with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Corporation and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except for~~ of each series at the ~~issue date~~time Outstanding, on behalf of the ~~issue price~~ Holders of all Securities of such series, to waive compliance by the Corporation with certain provisions of the Indenture and certain past defaults under the ~~first interest payment date)~~Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, ~~which additional~~ whether or not notation of such consent or waiver is made upon this Security. 121 [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities ~~shall increase~~ of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount ~~of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation~~ of the ~~Issuer~~ Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and ~~ranks~~ payable immediately, by a notice in ~~right of payment on parity with all other unsecured and unsubordinated indebtedness of~~ writing to the ~~Issuer~~ Corporation (and ~~without any preference among themselves~~to the Trustee if given by Holders) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Trust Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Trust Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]. The principal amount payable upon such acceleration shall be equal to--insert - formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities of this series shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Corporation's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest [insert if applicable--including any Additional Interest)] on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Securities Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $25 and any integral multiple of $25 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to ~~, 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”)~~due presentment of this Security for registration of transfer, the ~~Issuer~~ Corporation, the Trustee and any agent of the Corporation or the Trustee may ~~redeem~~ treat the ~~Securities at its option~~Person in whose name this Security is registered as the owner hereof for all purposes, ~~in whole~~ whether or ~~in part~~not this Security be overdue, at and neither the Corporation, the Trustee nor any ~~time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal~~ such agent shall be affected by notice to the ~~greater~~ contrary. The Corporation and, by its acceptance of this Security or a beneficial interest herein, the Holder of:, and any Person that acquires a beneficial interest in, this Security agree that for United States federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Appears in 1 contract

Samples: Junior Subordinated Indenture (South Carolina Electric & Gas Co)

Form of Reverse of Security. This Debt Security is one of a duly authorized issue of subordinated securities of the ~~Issuer~~ Company (herein called the “Debt Securities”), issued and to be issued in one or more series under an Indenture, dated as of ~~[·], 20[·~~[ ] (herein called the “Indenture”), among the ~~Issuer~~Company, Xxxxxx Resources of California, Inc., a California corporation (herein called the ~~Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee~~“Guarantor,” which term includes any successor guarantor under the Indenture), and The Bank of New York Mellon (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 ~~to the Indenture~~ for a ~~statement~~ statement, of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Company, the ~~Guarantors~~Guarantor, the Trustee and the Holders of the Debt Securities and of the terms upon which the Debt Securities and the Guarantees (as defined below) are, and are to be, authenticated and delivered. This Debt Security is one of the series designated on the face hereof [~~if applicable, insert -~~, limited in aggregate principal amount to ~~US$~~ $ ]. The Securities are senior unsecured obligations of the Company and are guaranteed pursuant to guarantees (the “Guarantees”) by the Guarantor. Each of the Guarantees is a senior unsecured obligation of the Guarantor. Certain limitations to the obligations of the Guarantor are set forth in further detail in the Indenture. References herein to the Indenture or the Debt Securities shall be deemed also to refer to the Guarantees set forth in the Indenture except where the context otherwise requires. [If applicable, insert — The Debt Securities of this series are subject to redemption upon not less than days’ notice by mail, [if applicable, insert, — (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [on or after , 20 ], 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 [on or before , %, and if redeemed] during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] 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 Debt Securities, or one or more Predecessor Debt 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.] [If applicable, insert — The Debt Securities of this series are subject to redemption upon not less than nor more than days’ notice by mail, (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at anytime [on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) 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 Debt Securities, or one or more Predecessor Debt 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.] [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to , redeem any Debt Securities of this series as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of monies borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] [If applicable, insert — The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [not less than] $ [(“mandatory sinking fund”) and not more than $ ] aggregate principal amount of Debt Securities of this series. [Debt Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made — in the inverse order in which they become due.] [If the Debt Securities are subject to redemption in part of any kind, insert — In the event of redemption of this Debt Security in part only, a new Debt Security or Debt Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert — The Debt Securities of this series are not redeemable prior to Stated Maturity.] [If the Debt Security is not an Original Issue Discount Security, — If an Event of Default with respect to Debt Securities of this series shall occur and be continuing, the principal of the Debt Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Debt Security is an Original Issue Discount Security, — If an Event of Default with respect to Debt Securities of this series shall occur and be continuing, an amount of principal of the Debt Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s and the Guarantor’s obligations in respect of the payment of the principal of and interest, if any, on the Debt Securities of this series shall terminate.] The Debt Securities are subordinated to Senior Indebtedness (as such term is defined in the Indenture) on the terms and conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Debt Securities of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Debt Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Debt Securities of each series at the time Outstanding, on behalf of the Holders of all Debt Securities of such series, to waive compliance by the Company or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Debt Security shall be conclusive and binding upon such Holder and upon all future Holders of this Debt Security and of any Debt Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debt Security. No reference herein to the Indenture and no provision of this Debt Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Debt Security at the times, place(s) and rate, and in the coin or currency, herein prescribed. [If a Global Security, insert — This Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited circumstances provided in the Indenture. The holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.] [If a Definitive Security, insert — As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debt Security is registrable in the Security Register, upon surrender of this Debt Security for registration of transfer at the office or agency of the Company in [if applicable, insert — any place where the principal of and any premium and interest on this Debt Security are payable] [if applicable, insert -— The City of New York[, or, subject to any laws or regulations applicable thereto and to the right of the Company (limited as provided in the Indenture) to rescind the designation of any such transfer agent, at the [main] offices of in and in or at such other offices or agencies as the Company may designate]], duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debt Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.] The Debt Securities of this series are issuable only in registered form without coupons in denominations of U.S. $ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Debt Securities of this series are exchangeable for a like aggregate principal amount of Debt Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Debt Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debt Security is registered as the owner hereof for all purposes, whether or not this Debt Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse under or upon any obligation, covenant or agreement of or contained in the Indenture or of or contained in any Debt Security, or for any claim based thereon or otherwise in respect thereof, or in any Debt Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company, the Guarantor or of any successor Person, either directly or through the Company, the Guarantor or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment, penalty or otherwise; ~~provided~~it being expressly understood that all such liability is hereby expressly waived and released by the acceptance hereof and as a condition of, ~~however~~and as part of the consideration for, the Debt Securities and the execution of the Indenture. The Indenture provides that the ~~Issuer may~~ Company and the Guarantor (a) will be discharged from ~~time to time or at~~ any ~~time, without the consent~~ and all obligations in respect of the ~~Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of the~~ Debt Securities (except for certain obligations described in the ~~issue date, the issue price and the first interest payment date~~Indenture), ~~which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation~~ or (b) need not comply with certain restrictive covenants of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, exceptIndenture, in each ~~case~~case if the Company deposits, ~~for indebtedness mandatorily preferred~~ in trust, with the Trustee money or U.S. Government Obligations (or a combination thereof) which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of and interest on the Debt Securities, but such money need not be segregated from other funds except to the extent required by law. ~~[if applicable, insert - Prior~~ All terms used in this Debt Security which are defined in the Indenture shall have the meanings assigned to ~~, 20[·] ([·] month[s] prior to their maturity date) (~~them in the ~~“Par Call Date”),~~ Indenture. The Debt Securities are governed by the ~~Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage~~ laws of ~~principal amount and rounded to three decimal places) equal to the greater of:~~The State of New York.

Appears in 1 contract

Samples: Indenture (Warren Resources of California Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (herein called the “"Securities”"), issued and to be issued in one or more series under an a Junior Subordinated Indenture, dated as of February 5, 1997, [·]as supplemented by an Officers' Certificate dated as of ____________, ~~20[·]~~ (herein called the “"Indenture”"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Company and ~~Deutsche Bank Trust Company Americas~~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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Trustee, the ~~Guarantors, the Trustee~~ Company and the Holders of the ~~Securities~~ 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 [~~if applicable, insert -~~, limited in aggregate principal amount to ~~US$ ]~~ $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert--and in the Amended and Restated Declaration of Trust of [insert ~~-; provided~~the applicable U.S.B.H. Capital Trust ], ~~however~~dated as of [ ] (the "Amended and Restated Declaration of Trust") among U.S.B. Holding Co., ~~that~~ Inc., as Depositor, and the ~~Issuer~~ Trustees named therein,] shall have the meanings assigned to them in the Indenture or, to the extent not defined in the Indenture, the Amended and Restated Declaration of Trust, as the case may be. [If applicable, insert -- On or after the Company may at any time, at its option, subject to the terms and conditions of Article XI of the Indenture and subject to the Company having received prior approval of the Federal Reserve if then required under applicable capital guidelines of the Federal Reserve, redeem this Security in whole or in part at any time or from time to time prior to maturity, at a redemption price (the "Optional Prepayment Price") equal to the following prices, expressed in percentages of the principal amount of the Securities together with accrued but unpaid interest to but excluding the date fixed for redemption. If redeemed during the 12-month period beginning ____________: Year Redemption Price [Insert year and redemption prices] and at 100% on or after _____________.] [If applicable, insert -- If a Tax Event or a Regulatory Capital Event (each a "Special Event") shall occur and be continuing prior to , , the Company may, at its option and subject to receipt of prior approval of the Federal Reserve if then required under applicable capital guidelines or policies of the Federal Reserve, prepay the Securities within 90 days after the occurrence of such Special Event, in whole (but not in part), at a prepayment price (the "Special Event Prepayment Price") equal to the greater of (i) 100% of the principal amount of such Securities and (ii) the sum, as determined by a Quotation Agent, of the present values of the principal amount and premium payable as part of the Optional Prepayment Price with respect to an optional redemption of such Securities on to , , together with scheduled payments of interest accruing from the prepayment date to , (the "Remaining Life"), in each case discounted to the prepayment date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate, plus, in each case, accrued interest thereon to the date of prepayment. In the case of redemption on or after to , following a Special Event, the Special Event Prepayment Price shall equal the Optional Prepayment Price then applicable to a redemption as described above.] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. [If the Security is not a Discount Security, -- If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of this Security may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture]. [If the Security is a Discount Security, -- If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of this Security may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. Such amount shall be equal to [ -- insert formula for determining the amount]. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any ~~time, without~~ time to enter into a supplemental indenture or indentures for the ~~consent~~ purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, -- As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (~~except for~~ and to the ~~issue date~~Trustee if given by Holders), provided, however, that, in the case of the Securities of this series issued to a U.S.B.H. Capital Trust, if upon an Event of Default, the ~~issue price~~ Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the ~~first interest payment date), which additional Securities shall increase the~~ Trustee. The Holders of a majority in aggregate principal amount of the Outstanding Securities of these Securities may annul such declaration and waive the default if the default (other than the non-payment of the principal of these Securities which has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee. Should the Holders of these Securities fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration such specified amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIV of the Indenture.] [If the Security is a Discount Security, -- As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a U.S.B.H. Capital Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee. The Holders of a majority in aggregate principal amount of the Outstanding Securities of these Securities may annul such declaration and waive the default if the default (other than the nonpayment of the principal of these Securities which has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee. Should the Holders of these Securities fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration such specified amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained pursuant to Section 10.02 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in denominations of $____________ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and ~~shall be consolidated~~ any Person that acquires a beneficial interest in, this Security intend that such Security constitute indebtedness and ~~form a single series with~~agree to treat such Security as indebtedness for all United States Federal, ~~the Securities]~~state and local tax purposes. This Security is an unsecured obligation of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Usb Holding Co Inc)

Appears in 1 contract

Samples: Junior Subordinated Indenture (Jeffbanks Inc)

Appears in 1 contract

Samples: Junior Subordinated Indenture (MRM Capital Trust Iii)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (herein called the “"Securities”"), issued and to be issued in one or more series under an a Junior Subordinated Indenture, dated as of [·September ], ~~20[·]~~ 1997, as supplemented by an Officers' Certificate dated as of [ ], (herein called the “"Indenture”"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Company and ~~Deutsche Bank~~ [Bankers Trust ~~Company Americas~~Company], 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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Trustee, the ~~Guarantors, the Trustee~~ Company and the Holders of the ~~Securities~~ 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~~ hereof[~~if applicable, insert -~~, limited in aggregate principal amount to ~~US$ ]~~ $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert--and in the Amended and Restated Declaration of Trust of [insert ~~-; provided~~the applicable BancorpSouth Capital Trust ], ~~however~~dated as of [September ], ~~that~~ 1997, as amended (the ~~Issuer~~ "Amended and Restated Declaration of Trust"), among BancorpSouth, Inc., as Depositor, and the Trustees named therein,] shall have the meanings assigned to them in the Indenture or, to the extent not defined in the Indenture, the Amended and Restated Declaration of Trust, as the case may be. [If applicable, insert--On or after , the Company may at any time, at its option, subject to the terms and conditions of Article XI of the Indenture and subject to the Company having received prior approval of the Regulatory Authorities if then required under applicable capital guidelines of the Regulatory Authorities, redeem this Security in whole or in part at any time or from time to time prior to maturity, at a redemption price (the "Optional Prepayment Price") equal to the following prices, expressed in percentages of the principal amount of the Securities together with accrued but unpaid interest to but excluding the date fixed for redemption. If redeemed during the 12-month period beginning : Redemption Year Price ---- ---------- [Insert year and redemption prices] and at 100% on or after .] [If applicable, insert-- If a Tax Event, a Regulatory Capital Event or an Investment Company Event (each a "Special Event") shall occur and be continuing, the Company may, at its option and subject to receipt of prior approval of the Regulatory Authorities if then required under applicable capital guidelines or policies of the Regulatory Authorities and subject to the provisions of Article XI of the Indenture, prepay the Securities prior to within 90 days after the occurrence of such Special Event, in whole (but not in part), at a prepayment price (the "Special Event Prepayment Price") equal to 100% of the principal amount of such Securities. In the case of redemption on or after following a Special Event, the Special Event Prepayment Price shall equal the Optional Prepayment Price applicable to a redemption as described above. In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. [If the Security is not a Discount Security,--If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of this Security may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture]. [If the Security is a Discount Security,--If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of this Security may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. Such amount shall be equal to [-- insert formula for determining the amount]. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any ~~time, without~~ time to enter into a supplemental indenture or indentures for the ~~consent~~ purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except for~~ of each series at the ~~issue date~~time Outstanding, on behalf of the ~~issue price~~ Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the ~~first interest payment date)~~Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, ~~which additional~~ whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security,--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities ~~shall increase~~ of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the aggregate principal amount ofof all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and ~~shall be consolidated and form~~ to the Trustee if given by Holders), provided, however, that, in the case of the Securities of this series issued to a ~~single series with~~BancorpSouth Capital Trust, if upon an Event of Default, the ~~Securities]~~Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee. ~~This~~ The Holders of a majority in aggregate principal amount of the Outstanding Securities of this series may annul such declaration and waive the default by written notice to the Property Trustee, the Company and the Trustee if the default (other than the non-payment of the principal of these Securities which has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee. Should the Holders of these Securities fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration such specified amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIV of the Indenture.] [If the Security is a Discount Security,--As provided in and subject to the provisions of the Indenture, if an ~~unsecured~~ Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a BancorpSouth Capital Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee. The Holders of a majority in aggregate principal amount of the Outstanding Securities of this series may annul such declaration and waive the default if the default (other than the nonpayment of the principal of these Securities which has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee. Should the Holders of these Securities fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration of such principal amount and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIV of the Indenture.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the ~~Issuer~~ Company, which is absolute and ~~ranks~~ unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in ~~right~~ the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of ~~payment on parity with all other unsecured and unsubordinated indebtedness~~ this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the ~~Issuer (and without any preference among themselves)~~ Company maintained pursuant to Section 10.02 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the ~~Guarantees are unsecured obligations~~ Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the ~~Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of~~ Company or the ~~Guarantors, except,~~ Trustee shall treat the Person in ~~each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (~~whose name this Security is registered as the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:owner

Appears in 1 contract

Samples: Junior Subordinated Indenture (Bancorpsouth Inc)

Appears in 1 contract

Samples: Junior Subordinated Indenture (First Empire State Corp)

Appears in 1 contract

Samples: Senior Subordinated Indenture (Fresenius Medical Care Corp)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of Success Bancshares (herein called the ~~Issuer (the “Securities”~~"SECURITIES"), issued and to be issued ~~in one or more series~~ under an the Junior Subordinated Indenture, dated as of ~~[·]~~__________ __, ~~20[·]~~ 1998 (herein called the ~~“Indenture”~~"INDENTURE"), ~~among the Issuer, the Guarantors party thereto~~ between Success Bancshares and ~~Deutsche Bank~~ Bankers Trust ~~Company Americas~~Company, as ~~Trustee~~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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of ~~the Issuer~~Success Bancshares, the ~~Guarantors~~Trustee, the ~~Trustee~~ holders of Senior and Subordinated Debt and the Holders of the ~~Securities~~ Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~This~~ All terms used in this Security ~~is one~~ that are defined in the Indenture or in the Amended and Restated Trust Agreement dated as of __________ __, 1998 (as modified, amended or supplemented from time to time, the ~~series designated on~~ "TRUST AGREEMENT"), relating to Success Capital Trust I ("SUCCESS CAPITAL") among Success Bancshares, as Depositor, the ~~face hereof [if applicable, insert -, limited in aggregate principal amount to US$ ] [if applicable, insert -; provided, however, that~~ Trustees named therein and the ~~Issuer may~~ Holders from time to time of the Trust Securities issued pursuant thereto shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. Success Bancshares has the right to redeem this Security (i) on or after ___________, 2003 in whole at any time or in part from time to time, ~~without~~ or (ii) in whole (but not in part), at any time within 90 days following the ~~consent~~ occurrence and during the continuation of a Tax Event, Investment Company Event, or Capital Treatment Event, in each case at the Redemption Price described below, and subject to prior regulatory approval, if required. The Redemption Price shall equal 100% of the principal amount hereof being redeemed, together with accrued interest to but excluding the date fixed for redemption. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. [If applicable, insert--The Indenture contains provisions for defeasance at any time [of the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance by Success Bancshares with certain conditions set forth in the Indenture.] The Indenture permits, with certain exceptions as therein provided, Success Bancshares and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of Success Bancshares and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except for~~ at the ~~issue date~~time Outstanding, on behalf of the ~~issue price~~ Holders of all Securities, to waive compliance by Success Bancshares with certain provisions of the Indenture and certain past defaults under the ~~first interest payment date), which additional Securities shall increase~~ Indenture and their consequences. Any such consent or waiver by the ~~aggregate principal amount of, and~~ Holder of this Security shall be ~~consolidated~~ conclusive and ~~form a single series with,~~ binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the ~~Securities]. This Security is an unsecured obligation~~ registration of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole transfer hereof or in ~~part~~exchange herefor or in lieu hereof, ~~at any time and from time to time, at a redemption price (expressed as a percentage~~ whether or not notation of ~~principal amount and rounded to three decimal places) equal to the greater of:~~such consent or waiver is made upon this Security.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Success Bancshares Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the ~~Issuer~~ Company designated as its 7-1/4% Senior Secured Convertible Notes Due 2009 (herein called the “"Securities”"), limited in aggregate principal amount to $60,000,000.00, issued and to be issued ~~in one or more series~~ under an Indenture, dated as of ~~[·]~~__________ __, ~~20[·]~~ 2004 (herein called the “"Indenture”"), among the ~~Issuer~~Company, the Guarantors ~~party thereto~~ (as defined in the Indenture, which term includes any successor guarantor(s) under the Indenture) and ~~Deutsche Bank Trust Company Americas~~____________________, 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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Company, the Guarantors, 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~~ Subject to and upon compliance with the provisions of the Indenture, the Holder of this Security is ~~one~~ entitled, at his option, at any time on or before the close of business on _______, 2009, to convert this Security (or any portion of the ~~series designated on~~ principal amount hereof which is $1,000 or an integral multiple thereof), at the ~~face hereof~~ principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of [~~if applicable~~Name of Parent] (herein called the "Parent", ~~insert -, limited in~~ which term includes any successor corporation under the Indenture hereinafter referred to) at a Conversion Price equal to $9.340033 aggregate principal amount of Securities for each share of Common Stock (or at the current adjusted Conversion Price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to ~~US$ ] [~~the Parent or in blank, to the Parent at its office or agency in the Borough of Manhattan, The City of New York, New York, or at any other office or agency maintained by the Parent for such purpose, accompanied by written notice to the Parent that the Holder hereof elects to convert this Security, or if ~~applicable~~less than the entire principal amount hereof is to be converted, ~~insert~~ the portion hereof to be converted, and, in case such surrender shall be made during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (unless this Security or the portion thereof being converted matures prior to such Interest Payment Date), also accompanied by payment in same day funds or other funds acceptable to the Parent of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Parent shall pay a cash adjustment as provided in the Indenture. The Conversion Price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Parent is a party or the transfer of substantially all of the assets of the Parent, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then Outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of Non-; Electing Shares). In the event of repurchase or conversion of this Security in part only, a new Security or Securities for the unrepurchased or unconverted portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. In the event there shall occur any Change of Control, each Holder of Securities shall have the right, at such Holder's option but subject to the conditions set forth in the Indenture, to require the Company to purchase on the Change of Control Payment Date all or any part of such Holder's Securities at a Change of Control Purchase Price equal to 101% of the principal amount thereof, together with accrued and unpaid interest to the Change of Control Payment Date, provided, however, that if the ~~Issuer~~ Change of Control Payment Date is on or after a Regular Record Date and on or before the related Interest Payment Date, the Company shall pay the full amount of any accrued and unpaid interest to the Person in whose name a Security is registered at by close of business on such Regular Record Date, all as and in the manner specified in the Indenture. If an Event of Default shall occur and be continuing, the principal of all the Securities may ~~from time to time or~~ be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantors and the rights of the Holders of the Securities under the Indenture at any ~~time, without~~ time by the Company and the Guarantors and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, ~~create and issue additional Securities~~ to waive compliance by the Company with ~~terms and conditions identical to those~~ certain provisions of the ~~Securities~~ Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (~~except~~ and premium, if any,) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in the Borough of Manhattan, City of New York, New York, or at any other office or agency maintained by the Company for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the ~~issue date~~same aggregate principal amount, will be issued to the ~~issue price~~ designated transferee or transferees. The Securities are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the ~~first interest payment date)~~Indenture and subject to certain limitations therein set forth, ~~which additional~~ Securities ~~shall increase the~~ are exchangeable for a like aggregate principal amount ofof Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be ~~consolidated and form a single series with,~~ affected by notice to the ~~Securities]~~contrary. This Security ~~is an unsecured obligation~~ shall be governed by and construed in accordance with the laws of the ~~Issuer and ranks in right~~ State of ~~payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and~~ New York, without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal regard to the ~~greater of:~~conflict of laws principles thereof. All capitalized terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Appears in 1 contract

Samples: Indenture (Texas Petrochemicals Lp)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the ~~Issuer~~ Company designated as 10.875% Senior Notes Due 2016, (herein called the “Exchange Securities”), limited in aggregate principal amount on the Issue Date to $500,000,000 issued and to be issued ~~in one or more series~~ under an Indenture, dated as of ~~[·]~~June 9, ~~20[·]~~ 2009 (herein called the “Indenture”,” which term shall have the meaning assigned to it in such instrument), among the ~~Issuer~~Company, the ~~Guarantors party thereto~~ guarantors named therein and ~~Deutsche~~ The Bank ~~Trust Company Americas~~of New York Mellon, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer, the Guarantors~~Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~This Security is one~~ The Company shall be entitled, subject to its compliance with Section 10.08 of the ~~series designated~~ Indenture, to issue Additional Securities pursuant to Section 3.13 of the Indenture. The Securities include the Initial Securities issued on the ~~face hereof [if applicable~~Issue Date, ~~insert -, limited in aggregate principal amount to US$ ] [if applicable, insert -; provided, however, that~~ any Additional Securities and the ~~Issuer may from time to time or at any time, without the consent of the Holders of the~~ Exchange Securities, ~~create~~ issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities issued on the Issue Date, any Additional Securities and ~~issue additional~~ the Exchange Securities ~~with~~ are treated as a single class of securities under the Indenture. The terms ~~and conditions identical to those~~ of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (~~except for~~ 15 U.S.C. 7aaa - 77bbbb (the ~~issue date~~“TIA”)), as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, the ~~issue price~~ Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the ~~first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form~~ TIA for a ~~single series with~~statement of such terms. Except as set forth below, the ~~Securities]~~Company will not be entitled to redeem this Security at its option prior to June 15, 2013. This Security is ~~an unsecured obligation~~ redeemable at the option of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its optionCompany, in whole or in part, at any time on or after February 15, 2008, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, thereon to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve month period beginning February 15 of the years indicated below: 2013 105.438 % 2014 102.719 % 2015 and thereafter 100.0000 % In addition, at any time, or from time to time, on or prior to June 15, 2012, the Company may, at its option, use the net cash proceeds of one or more Public Equity Offerings to redeem up to an aggregate of 35% of the principal amount of the Securities (which includes Additional Securities, if any), at a redemption price ~~(expressed as a percentage~~ equal to 110.875% of the principal amount thereof plus accrued and ~~rounded~~ unpaid interest, if any, thereon to ~~three decimal places~~the Redemption Date; provided, however, that at least 65% of the aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of such redemption. In order to effect the foregoing redemption with the proceeds of any Public Equity Offering, the Company shall send a redemption notice not later than 90 days after the consummation of any such Public Equity Offering. Prior to June 15, 2013, the Company may at its option redeem the Securities, in whole or in part, at a redemption price equal to 100% of the ~~greater~~ principal amount of the Securities plus the Applicable Premium as of:, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

Appears in 1 contract

Samples: Indenture (United Rentals Inc /De)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company designated as its 9 3/8% Senior Subordinated Notes due 2010, Series ___ (herein called the “"Series ___ Securities”" and, together with the Series ___ Securities, the "Securities"), ~~issued and~~ limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $300,000,000 at any time Outstanding, which may be issued ~~in one or more series~~ under an indenture (herein called the "Indenture, ") dated as of ~~[·]~~September 26, ~~20[·]~~ 2000, between the Company and State Street Bank and Trust Company (herein called the “"Trustee," which term includes any successor trustee under the Indenture”), ~~among the Issuer, the Guarantors party~~ to which Indenture and all indentures supplemental thereto ~~and Deutsche Bank Trust Company Americas, as Trustee, and~~ reference is hereby made ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, ~~duties~~ duties, obligations and immunities thereunder of the ~~Issuer~~Company, ~~the Guarantors~~any Subsidiary Guarantors party thereto, the Trustee and the Holders of the ~~Securities~~ Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert -, limited in aggregate principal amount to US$ ] [if applicable, insert -; provided, however, that the Issuer may from time to time or at any time, without the consent of the Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of The Indebtedness evidenced by the Securities ~~(except for~~ is, to the ~~issue date~~extent and in the manner provided in the Indenture, ~~the issue price~~ subordinate and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation of the Issuer and ranks subject in right of payment to the prior payment in full of all Senior Indebtedness (as defined in the Indenture) and this Security is issued subject to such provisions. Each Holder of this Security, by accepting the same, (i) agrees to and shall be bound by such provisions, (ii) authorizes and directs the Trustee on ~~parity with all other unsecured~~ his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and ~~unsubordinated indebtedness~~ (iii) appoints the Trustee as his attorney-in-fact for such purpose. The Securities are subject to redemption, at the option of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its optionCompany, in whole or in part, at any time on or after October 1, 2005, upon not less than 30 or more than 60 days' notice at the following Redemption Prices (expressed as percentages of principal amount) set forth below if redeemed during the 12-month period beginning October 1, of the years indicated below: Redemption Year Price ---- ----- 2005................................................. 104.6875 2006................................................. 103.1250 2007................................................. 101.5625 2008 and thereafter.................................. 100.000% together in the case of any such redemption with accrued and unpaid interest, if any, to the Redemption Date, all as provided in the Indenture. Notwithstanding the foregoing, prior to October 1, 2003 the Company may, at any time or from time to time, redeem up to 33 1/3% of the aggregate principal amount of the Securities originally issued (excluding, for this purpose, any Securities issued in exchange for Series A Securities) at a Redemption Price of 109.375% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, with the net proceeds of one or more Equity Offerings of the Company, provided that at least 66 2/3% of the aggregate principal amount of the Securities originally issued (excluding, for this purpose, any Series B Securities issued in exchange for Series A Securities) remains Outstanding after the occurrence of such redemption and provided, further, that such redemption shall occur not later than 90 days after the date of the closing of any such Equity Offering. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. The Securities do not have the benefit of any mandatory redemption or sinking fund obligations. In the event of a Change of Control of the Company, and subject to certain conditions and limitations provided in the Indenture, the Company will be obligated to make an offer to purchase, on a Business Day not more than 60 or less than 30 days following the mailing of a notice of the occurrence of a Change of Control of the Company, all of the then Outstanding Securities at a purchase price equal to 101% of the principal amount thereof, together with accrued and unpaid interest to the Change of Control Purchase Date, all as provided in the Indenture. In the event of Asset Sales, under certain circumstances, the Company will be obligated to make a Net Proceeds Offer to purchase all or a specified portion of each Holder's Securities at a purchase price equal to 100% of the principal amount of the Securities, together with accrued and unpaid interest to the Net Proceeds Payment Date. Holders of Securities that are the subject of an offer to purchase their securities from the Company may elect to have such Securities purchased by completing the form entitled "Option of Holder to Elect Purchase" below. As set forth in the Indenture, an Event of Default is generally (~~expressed~~ i) failure to pay principal upon maturity, redemption or otherwise (including pursuant to a Change of Control Offer or a Net Proceeds Offer); (ii) default for 30 days in payment of interest on any of the Securities; (iii) default in the performance of agreements relating to mergers, consolidations and sales of all or substantially all assets or the failure to make or consummate a Change of Control Offer or a Net Proceeds Offer; (iv) failure for 60 days after notice to comply with any other covenants in the Indenture, any Subsidiary Guarantee or the Securities; (v) certain payment defaults under, and the acceleration prior to the maturity of, certain Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount in excess of $10,000,000 (or $40,000,000 in the case of Non-Recourse Purchase Money Indebtedness); (vi) the failure of any Subsidiary Guarantee to be in full force and effect or otherwise to be enforceable (except as permitted by the Indenture); (vii) certain final judgments or orders against the Company or any Restricted Subsidiary in an aggregate amount of more than $10,000,000 over the coverage under applicable insurance policies which remain unsatisfied and either become subject to commencement of enforcement proceedings or remain unstayed for a period of 60 days; and (viii) certain events of bankruptcy, insolvency or reorganization of the Company or any Material Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities may declare the principal amount of all the Securities to be due and payable immediately, except that (i) in the case of an Event of Default arising from certain events of bankruptcy, insolvency or reorganization of the Company or any Material Subsidiary, the principal amount of the Securities will become due and payable immediately without further action or notice, and (ii) in the case of an Event of Default which relates to certain payment defaults or acceleration with respect to certain Indebtedness, any such Event of Default and any consequential acceleration of the Securities will be automatically rescinded if any such Indebtedness is repaid or if the default relating to such Indebtedness is cured or waived and if the holders thereof have accelerated such Indebtedness then such holders have rescinded their declaration of acceleration. No Holder may pursue any remedy under the Indenture unless the Trustee shall have failed to act after notice from such Holder of an Event of Default and written request by Holders of at least 25% in aggregate principal amount of the Outstanding Securities, and the offer to the Trustee of indemnity reasonably satisfactory to it; however, such provision does not affect the right to xxx for enforcement of any overdue payment on a Security by the Holder thereof. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default (except default in payment of principal, premium or interest) if it determines in good faith that withholding the notice is in the interest of the Holders. The Company is required to file annual and quarterly reports with the Trustee as to the absence or existence of defaults. The Indenture contains provisions for (i) defeasance at any time of the entire indebtedness of the Company on this Security and (ii) discharge from certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and any Subsidiary Guarantors and the rights of the Holders under the Indenture at any time by the Company, such Subsidiary Guarantors and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. Without the consent of any Holder, the Company, any Subsidiary Guarantors and the Trustee may amend or supplement the Indenture or the Securities to cure any ambiguity, defect or inconsistency, to add or release any Subsidiary Guarantor pursuant to the Indenture, to provide for uncertificated Securities in addition to or in place of certificated Securities and to make certain other specified changes and other changes that do not adversely affect the interests of any Holder in any material respect. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any, on) and interest on this Security at the times, place, and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable on the Security Register of the Company, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor and of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of like tenor and of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. A director, officer, employee, incorporator, stockholder or Affiliate of the Company or any Subsidiary Guarantor, as such, past, present or future shall not have any personal liability under this Security or the Indenture by reason of his or its status as such director, officer, employee, incorporator, stockholder or Affiliate, or any liability for any obligations of the Company or any Subsidiary Guarantor under the Securities or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder, by accepting this Security with the notation of Subsidiary Guarantee endorsed hereon, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of this Security with the notation of Subsidiary Guarantee endorsed hereon. Prior to the time of due presentment of this Security for registration of transfer, the Company, any Subsidiary Guarantors, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, any Subsidiary Guarantors, the Trustee nor any agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Company at 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities as a ~~percentage of principal amount and rounded to three decimal places) equal~~ convenience to the ~~greater of~~Holders thereof. No representation is made as to the accuracy of such numbers as printed on the Securities and reliance may be placed only on the other identifying information printed hereon. Interest on this Security shall be computed on the basis of a 360-day year comprised of twelve 30-day months. This Security shall be governed by and construed in accordance with the laws of the State of New York. Assignment Form To assign this Security, fill in the form below: (I) or (we) assign and transfer this Security to ______________________________________________________________________________ (Insert assignee's soc. sec. or tax I.D. no.) ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ (Print or type assignee's name, address and zip code) and irrevocably appoint_______________________________________________________ to transfer this Security on the books of the Company. The agent may substitute another to act for him. ______________________________________________________________________________ Date:_____________________

Appears in 1 contract

Samples: Indenture (Nuevo Energy Co)

Appears in 1 contract

Samples: Junior Subordinated Indenture (GBB Capital I)

Appears in 1 contract

Samples: Senior Indenture (Mutual Risk Management LTD)

Form of Reverse of Security. This Debt Security is one of a duly authorized issue of subordinated securities of the ~~Issuer~~ Company (herein called the “Debt Securities”), issued and to be issued in one or more series under an Indenture, dated as of ~~[·], 20[·~~[ ] (herein called the “Indenture”), among the ~~Issuer~~Company, Xxxxxx Resources of California, Inc., a California corporation (herein called the ~~Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee~~“Guarantor,” which term includes any successor guarantor under the Indenture), and The Bank of New York (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 ~~to the Indenture~~ for a ~~statement~~ statement, of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Company, the ~~Guarantors~~Guarantor, the Trustee and the Holders of the Debt Securities and of the terms upon which the Debt Securities and the Guarantees (as defined below) are, and are to be, authenticated and delivered. This Debt Security is one of the series designated on the face hereof [~~if applicable, insert -~~, limited in aggregate principal amount to ~~US$~~ $ ]. The Securities are senior unsecured obligations of the Company and are guaranteed pursuant to guarantees (the “Guarantees”) by the Guarantor. Each of the Guarantees is a senior unsecured obligation of the Guarantor. Certain limitations to the obligations of the Guarantor are set forth in further detail in the Indenture. References herein to the Indenture or the Debt Securities shall be deemed also to refer to the Guarantees set forth in the Indenture except where the context otherwise requires. [If applicable, insert — The Debt Securities of this series are subject to redemption upon not less than days’ notice by mail, [if applicable, insert, — (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [on or after , 20 ], 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 [on or before , %, and if redeemed] during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] 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 Debt Securities, or one or more Predecessor Debt 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.] [If applicable, insert — The Debt Securities of this series are subject to redemption upon not less than nor more than days’ notice by mail, (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at anytime [on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) 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 Debt Securities, or one or more Predecessor Debt 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.] [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to , redeem any Debt Securities of this series as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of monies borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] [If applicable, insert — The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [not less than] $ [(“mandatory sinking fund”) and not more than $ ] aggregate principal amount of Debt Securities of this series. [Debt Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made – in the inverse order in which they become due.] [If the Debt Securities are subject to redemption in part of any kind, insert — In the event of redemption of this Debt Security in part only, a new Debt Security or Debt Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert — The Debt Securities of this series are not redeemable prior to Stated Maturity.] [If the Debt Security is not an Original Issue Discount Security, — If an Event of Default with respect to Debt Securities of this series shall occur and be continuing, the principal of the Debt Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Debt Security is an Original Issue Discount Security, — If an Event of Default with respect to Debt Securities of this series shall occur and be continuing, an amount of principal of the Debt Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s and the Guarantor’s obligations in respect of the payment of the principal of and interest, if any, on the Debt Securities of this series shall terminate.] The Debt Securities are subordinated to Senior Indebtedness (as such term is defined in the Indenture) on the terms and conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Debt Securities of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Debt Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Debt Securities of each series at the time Outstanding, on behalf of the Holders of all Debt Securities of such series, to waive compliance by the Company or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Debt Security shall be conclusive and binding upon such Holder and upon all future Holders of this Debt Security and of any Debt Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debt Security. No reference herein to the Indenture and no provision of this Debt Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Debt Security at the times, place(s) and rate, and in the coin or currency, herein prescribed. [If a Global Security, insert — This Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited circumstances provided in the Indenture. The holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.] [If a Definitive Security, insert — As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debt Security is registrable in the Security Register, upon surrender of this Debt Security for registration of transfer at the office or agency of the Company in [if applicable, insert — any place where the principal of and any premium and interest on this Debt Security are payable] [if applicable, insert -— The City of New York[, or, subject to any laws or regulations applicable thereto and to the right of the Company (limited as provided in the Indenture) to rescind the designation of any such transfer agent, at the [main] offices of in and in or at such other offices or agencies as the Company may designate]], duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debt Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.] The Debt Securities of this series are issuable only in registered form without coupons in denominations of U.S. $ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Debt Securities of this series are exchangeable for a like aggregate principal amount of Debt Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Debt Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debt Security is registered as the owner hereof for all purposes, whether or not this Debt Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse under or upon any obligation, covenant or agreement of or contained in the Indenture or of or contained in any Debt Security, or for any claim based thereon or otherwise in respect thereof, or in any Debt Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company, the Guarantor or of any successor Person, either directly or through the Company, the Guarantor or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment, penalty or otherwise; ~~provided~~it being expressly understood that all such liability is hereby expressly waived and released by the acceptance hereof and as a condition of, ~~however~~and as part of the consideration for, the Debt Securities and the execution of the Indenture. The Indenture provides that the ~~Issuer may~~ Company and the Guarantor (a) will be discharged from ~~time to time or at~~ any ~~time, without the consent~~ and all obligations in respect of the ~~Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of the~~ Debt Securities (except for certain obligations described in the ~~issue date, the issue price and the first interest payment date~~Indenture), ~~which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation~~ or (b) need not comply with certain restrictive covenants of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, exceptIndenture, in each ~~case~~case if the Company deposits, ~~for indebtedness mandatorily preferred~~ in trust, with the Trustee money or U.S. Government Obligations (or a combination thereof) which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of and interest on the Debt Securities, but such money need not be segregated from other funds except to the extent required by law. ~~[if applicable, insert - Prior~~ All terms used in this Debt Security which are defined in the Indenture shall have the meanings assigned to ~~, 20[·] ([·] month[s] prior to their maturity date) (~~them in the ~~“Par Call Date”),~~ Indenture. The Debt Securities are governed by the ~~Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage~~ laws of ~~principal amount and rounded to three decimal places) equal to the greater of:~~The State of New York.

Appears in 1 contract

Samples: Indenture (Warren Resources of California Inc)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (herein called the “"Securities”"), issued and to be issued in one or more series under an a Junior Subordinated Indenture, dated as of ~~[·]~~February 10, ~~20[·]~~ 1997 (herein called the “"Indenture”"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Company and ~~Deutsche~~ First Union National Bank ~~Trust Company Americas~~of North Carolina, 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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Trustee, the ~~Guarantors, the Trustee~~ Company and the Holders of the ~~Securities~~ 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 [~~if applicable, insert -~~, limited in aggregate principal amount to ~~US$~~ $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert -or in the Amended and Restated Trust Agreement, dated as of ___________, as amended (the "Trust Agreement") among Integon Corporation, as Depositor, and the Trustees named therein,] shall have the meanings assigned to them in the Indenture [if applicable, insert -or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, and subject to the terms and conditions of Article XII of the Indenture, redeem this Security in whole at any time or in part from time to time [if applicable, insert - on or after ______ at the following redemption prices (expressed in percentages of principal amount thereof), together with accrued and unpaid interest, including Additional Interest, if any, up to but excluding the Redemption Date, if the redemption occurs during the relevant 12-month period beginning ________ of the years indicated: Year Redemption Price Year Redemption Price ---- ---------- ----- ---- ---------------- and thereafter at a redemption price equal to 100% of the principal amount thereof] [if applicable, insert -; - on or after ______ in any year commencing at a redemption price equal to ____% of the principal amount thereof] [if applicable, insert - including Additional Interest, if any] to but excluding the Redemption Date. ] [If applicable, insert - Upon the occurrence and during the continuation of a Tax Event [if applicable, insert description of other conditions], the Company may, at its option, at any time within 90 days of the occurrence of such Tax Event, redeem this Security, in whole but not in part, subject to the provisions of Section 12.7 and the other provisions of Article XII of the Indenture, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, including Additional Interest, if any, to but excluding the Redemption Date. [If applicable, insert - So long as no Event of Default has occurred and is continuing, if (i) the Trust is the Holder of all of the outstanding Securities of this series, and (ii) a Tax Event has occurred and is continuing in respect of such Securities, the Company shall pay to the Trust (or its permitted successor under the Trust Agreement) for so long as the Trust (or its permitted successor) is the registered holder of all of the Outstanding Securities of such series, together with any payment of principal of (or premium, if any) or interest (including any Additional Interest) on such Securities, such additional sums as may be necessary in order that the amount of Distributions (including any Additional Amounts (as defined in the Trust Agreement)) then payable by the Trust in respect of the Preferred Securities and Common Securities in accordance with the terms thereof shall not be reduced as a result of any Additional Taxes arising from such Tax Events.] [If applicable, insert - Upon the occurrence of a Change of Control, the Holder of this Security will have the right, subject to certain conditions specified in the Indenture, to require the Company to repurchase in whole or in part this Security at a repurchase price equal to % of the aggregate principal amount of this Security, plus accrued and unpaid interest, including Additional Interest, if any, to but excluding the Repurchase Date, as provided in, and subject to the terms of, the Indenture.] In the event of redemption [or repurchase] of this Security in part only, a new Security or Securities of this series for the unredeemed [or non- repurchased] portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. [If applicable, insert description of covenants] The Indenture permits, with certain exceptions as therein provided, ~~however, that~~ the ~~Issuer may from~~ Company and the Trustee at any time to ~~time~~ enter into a supplemental indenture or at indentures for the purpose of modifying in any ~~time, without~~ manner the ~~consent~~ rights and obligations of the Company and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of all series to ~~those~~ be affected by such supplemental indenture [if the Securities of this series are issued to a Trust, insert - ; provided that so long as any of the Preferred Securities issued by the Trust remain outstanding no such amendment shall be made that adversely affects the holders of such Preferred Securities in any material respect]. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of all series at the time Outstanding, on behalf of the Holders of all Securities of such series, [if the Securities of this series are issued to a Trust, insert - and the holders of specified percentages in Liquidation Amount of Preferred Securities issued by the Trust, on behalf of all holders of Preferred Securities issued by the Trust,] to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, - As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (~~except~~ and to the Trustee if given by Holders) [if the Securities of this series are issued to a Trust, insert - provided that, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, -As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders) [if the Securities of this series issued are to a Trust, insert - provided that, if upon an Event of Default, the Trustee or the Holders of the requisite principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be equal to - insert formula for determining the amount.] Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the ~~issue date~~same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the ~~issue price~~ Company, the Trustee and any agent of the ~~first interest payment date)~~Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, ~~which additional~~ whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities ~~shall increase~~ of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and ~~shall be consolidated~~ any Person that acquires a beneficial interest in, this Security agree that for United States federal, state and ~~form a single series with, the Securities]~~local tax purposes it is intended that this Security constitute indebtedness. This Security is an unsecured obligation of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by lawTHE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. [if If applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage certification for transfers of ~~principal amount and rounded to three decimal places) equal to the greater of:~~Transfer Restricted Securities]

Appears in 1 contract

Samples: Junior Subordinated Indenture (Integon Capital I)

Appears in 1 contract

Samples: Junior Subordinated Indenture (Allegiant Capital Trust I)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (herein called the ~~“Securities”~~"SECURITIES"), issued and to be issued in one or more series under an the Junior Subordinated Indenture, dated as of ~~[·]~~_______, ~~20[·]~~ 1998 (herein called the ~~“Indenture”~~"INDENTURE"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Company and ~~Deutsche Bank~~ Bankers Trust ~~Company Americas~~Company, as ~~Trustee~~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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Company, the ~~Guarantors~~Trustee, the ~~Trustee~~ holders of Senior Indebtedness and the Holders of the ~~Securities~~ 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 [~~if applicable~~IF APPLICABLE, ~~insert -~~INSERT--, limited in aggregate principal amount to ~~US$ ]~~ $_________]. All terms used in this Security that are defined in the Indenture [~~if applicable~~IF APPLICABLE, INSERT-- or in [insert ~~-; provided~~name of trust agreement], ~~however~~dated as of __________________ (as modified, ~~that the Issuer may~~ amended or supplemented from time to time the "TRUST AGREEMENT"), relating to [INSERT NAME OF ISSUER TRUST] [the ("ISSUER TRUST") among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto] shall have the meanings assigned to them in the Indenture [IF APPLICABLE, INSERT--or the Trust Agreement, as the case may be]. [IF APPLICABLE, INSERT--The Company has the right to redeem this Security (i) on or after 2003, in whole at any time or in part from time to time, ~~without~~ or (ii) in whole (but not in part), at any time within 90 days following the ~~consent~~ occurrence and during the continuation of a Tax Event, Investment Company Event, or Capital Treatment Event, in each case at the Redemption Price described below, and subject to possible regulatory approval.] The Redemption Price in the case of a redemption under (i) or (ii) in the preceding paragraph shall equal the principal amount hereof (or portion thereof to be redeemed in a partial redemption), together with accrued interest to but excluding the date fixed for redemption. [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [IF APPLICABLE, INSERT--The Indenture contains provisions for defeasance at any time [of the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance by the Company with certain conditions set forth in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except for~~ of each series at the ~~issue date~~time Outstanding, on behalf of the ~~issue price~~ Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the ~~first interest payment date), which additional Securities shall increase~~ Indenture and their consequences. Any such consent or waiver by the ~~aggregate principal amount of, and~~ Holder of this Security shall be ~~consolidated~~ conclusive and ~~form a single series with,~~ binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the ~~Securities]. This Security is an unsecured obligation~~ registration of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole transfer hereof or in ~~part~~exchange herefor or in lieu hereof, ~~at any time and from time to time, at a redemption price (expressed as a percentage~~ whether or not notation of ~~principal amount and rounded to three decimal places) equal to the greater of:~~such consent or waiver is made upon this Security.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Fidbank Capital Trust I)

Appears in 1 contract

Samples: Junior Subordinated Indenture (Chase Capital Iii)

Appears in 1 contract

Samples: Junior Subordinated Indenture (Mbna Capital C)

Appears in 1 contract

Samples: Junior Subordinated Indenture (Aici Capital Trust)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Corporation (herein called the “"Securities”"), issued and to be issued in one or more series under an the Junior Subordinated Indenture, dated as of ~~[·]~~October 28, ~~20[·]~~ 1997 (herein called the “"Indenture”"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Corporation and ~~Deutsche Bank Trust Company Americas~~, 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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Corporation, the ~~Guarantors~~Trustee, the ~~Trustee~~ holders of Senior Debt and the Holders of the ~~Securities~~ 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 [if applicable, ~~insert -~~insert--, limited in aggregate principal amount to ~~US$ ]~~ $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert--or in the Amended and Restated Trust Agreement, dated as of October 28, 1997 (as modified, amended or supplemented from time to time, the "Trust Agreement"), relating to [insert ~~-; provided~~name of Issuer Trust] (the "Issuer Trust") among the Corporation, ~~however~~as Depositor, ~~that~~ the ~~Issuer may~~ Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture [if applicable, insert--or the Trust Agreement, as the case may be]. [If applicable, insert--The Corporation may at any time, ~~without~~ at its option, on or after _________, ____, and subject to the ~~consent~~ terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount hereof): If redeemed during the 12-month period beginning _____________, Redemption Year Price and thereafter at a Redemption Price equal to 100% of the principal amount hereof, together, in the case of any such redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the date fixed for redemption.] [If applicable, insert--In addition, upon the occurrence and during the continuation of a Tax Event in respect of the Issuer Trust, the Corporation may, at its option, at any time within 90 days of the occurrence and during the continuation of such Tax Event redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture, at a redemption price equal to [insert formula]]. [If the Security is subject to redemption of any kind, insert- -In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Corporation with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Corporation and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except for~~ of each series at the ~~issue date~~time Outstanding, on behalf of the ~~issue price~~ Holders of all Securities of such series, to waive compliance by the Corporation with certain provisions of the Indenture and certain past defaults under the ~~first interest payment date)~~Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, ~~which additional~~ whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities ~~shall increase~~ of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount ~~of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation~~ of the ~~Issuer~~ Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and ~~ranks~~ payable immediately, by a notice in ~~right of payment on parity with all other unsecured and unsubordinated indebtedness of~~ writing to the ~~Issuer~~ Corporation (and ~~without any preference among themselves~~to the Trustee if given by Holders) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Trust Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Trust Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]. The principal amount payable upon such acceleration shall be equal to--insert - formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities of this series shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Corporation's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest [insert if applicable--including any Additional Interest)] on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 133 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Securities Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $25 and any integral multiple of $25 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to ~~, 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”)~~due presentment of this Security for registration of transfer, the ~~Issuer~~ Corporation, the Trustee and any agent of the Corporation or the Trustee may ~~redeem~~ treat the ~~Securities at its option~~Person in whose name this Security is registered as the owner hereof for all purposes, ~~in whole~~ whether or ~~in part~~not this Security be overdue, at and neither the Corporation, the Trustee nor any ~~time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal~~ such agent shall be affected by notice to the ~~greater~~ contrary. The Corporation and, by its acceptance of this Security or a beneficial interest herein, the Holder of:, and any Person that acquires a beneficial interest in, this Security agree that for United States federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Scana Corp)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of St. Xxxx, designated as its [ ]% Junior Subordinated Debentures Due 2050 (herein called the ~~Issuer (the “Securities”~~"SECURITIES"), limited in aggregate principal amount to $[ ], issued and to be issued ~~in one or more series~~ under an Indenture, dated as of [·[ ], ~~20[·]~~ 2001 (herein called the ~~“Indenture”~~"INDENTURE"), ~~among~~ between The St. Xxxx Companies, Inc., a Minnesota corporation ("The ST. XXXX") and The Chase Manhattan Bank, not in its individual capacity but solely as Trustee (herein called the ~~Issuer~~"TRUSTEE", which term includes any successor trustee under the ~~Guarantors party~~ Indenture), to which Indenture and all indentures supplemental thereto ~~and Deutsche Bank Trust Company Americas, as Trustee, 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 St. Xxxx, the ~~Guarantors~~Trustee, ~~the Trustee and~~ the Holders of the Securities and the holders of Senior Indebtedness and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~This~~ All terms used in this Security which are defined in the Indenture shall have the respective meanings assigned to them in the Indenture. All terms used in this Security which are not defined in the Indenture but are defined in the form of Declaration (as executed by the parties thereto, the "DECLARATION") attached as Annex A thereto shall have the respective meanings assigned to them in such form of Declaration. The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and this Security is ~~one~~ issued subject to the provisions of the ~~series designated~~ 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 behalf to take such action as may be necessary or appropriate to effectuate the ~~face hereof [if applicable~~subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. If an Event of Default with respect to the Securities shall occur and be continuing, ~~insert -~~the principal of the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, ~~limited in aggregate principal amount to US$ ] [if applicable, insert -;~~ with certain exceptions as therein provided, ~~however, that~~ the ~~Issuer may from time to time or~~ amendment thereof and the modification of the rights and obligations of St. Xxxx and the rights of the Holders of the Securities under the Indenture at any ~~time, without~~ time by The St. Xxxx and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding and while the Preferred Securities are outstanding, the consent of holders of a Majority in liquidation amount of the Preferred Securities. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, ~~create~~ to waive certain past defaults under the Indenture and ~~issue additional Securities with terms~~ their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and ~~conditions identical~~ binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to ~~those~~ the Indenture and no provision of this Security or of the ~~Securities (except~~ Indenture shall alter or impair the obligation of St. Xxxx, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of The St. Xxxx in The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to St. Xxxx and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the ~~issue date~~same aggregate principal amount, will be issued to the ~~issue price~~ designated transferee or transferees. The Securities are issuable only in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the ~~first interest payment date)~~Indenture and subject to certain limitations therein set forth, ~~which additional~~ Securities ~~shall increase the~~ are exchangeable for a like aggregate principal amount ofof Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but The St. Xxxx xxx require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, The St. Xxxx, the Trustee and any agent of The St. Xxxx or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither The St. Xxxx, the Trustee nor any such agent shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred affected by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal notice to the ~~greater of:~~contrary.

Appears in 1 contract

Samples: Indenture (St Paul Companies Inc /Mn/)

Form of Reverse of Security. This Security is one of a duly authorized issue of senior securities of the ~~Issuer~~ Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of ~~[·], 20[·~~[ ] (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the ~~Issuer~~Company, the Guarantors ~~party thereto~~ and ~~Deutsche Bank Trust Company Americas~~[ Trustee ], as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), 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~~Company, the Guarantors, 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 [if applicable, insert -, — limited in aggregate principal amount to ~~US$~~ $[ ]. This Security is the general, [unsecured], senior obligation of the Company [if applicable, insert—and is guaranteed pursuant to a guarantee (the “Guarantee”) by [ insert name of each Guarantor ] (the “Guarantors”). The Guarantee by each Guarantee is the general, [unsecured], senior obligation of such Guarantor]. [If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ nor more than 60 days’ notice, at any time [if applicable, insert — on or after , 20 ], 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 [if applicable, insert — on or before , %, and if redeemed] during the 12-; month period beginning of the years indicated, and thereafter at a Redemption Price equal to % 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 Securities, 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.] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert — The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, ~~however~~the amendment thereof and the modification of the rights and obligations of the Company [if applicable, ~~that~~ insert—and the ~~Issuer may from time~~ Guarantors] and the rights of the Holders of the Securities to ~~time or~~ be affected under the Indenture at any ~~time~~time by the Company [if applicable, ~~without~~ insert—and the Guarantors] and the Trustee with the consent of the Holders of a majority in principal amount (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of all Securities at the time Outstanding to be affected (considered together as one class for this purpose and such Securities to be affected potentially being Securities of the same or different series and, with respect to any series, potentially comprising fewer than all the Securities of such series), except as may otherwise be provided pursuant to the Indenture for all or any specific Securities of any series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount (including waivers obtained in connection with a purchase of, or tender offer or exchange offer for, Securities~~, create and issue additional Securities with terms and conditions identical to those~~ ) of the Securities at the time Outstanding to be affected under the Indenture (~~except~~ considered together as one class for this purpose and such affected Securities potentially being Securities of the ~~issue date~~same or different series and, with respect to any particular series, potentially comprising fewer than all the ~~issue price and the first interest payment date~~Securities of such series), ~~which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation~~ on behalf of the ~~Issuer and ranks in right~~ Holders of ~~payment on parity with~~ all ~~other unsecured and unsubordinated indebtedness of~~ Securities so affected, to waive compliance by the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Company [if applicable, ~~insert - Prior to~~ insert—and the Guarantors] with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount (including waivers obtained in connection with a purchase of, ~~20[·] ([·] month[s] prior to their maturity date~~or tender offer or exchange offer for, Securities) ~~(the “Par Call Date”), the Issuer may redeem~~ of the Securities at ~~its option~~the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture with respect to such series and their consequences, in ~~whole~~ the case of Clause (i) or (ii), except as may otherwise be provided pursuant to the Indenture for all or any specific Securities of any series. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in ~~part~~exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any ~~time~~ such proceeding, for 60 days after receipt of such notice, request and ~~from time~~ offer of indemnity. The foregoing shall not apply to ~~time, at a redemption price (expressed as a percentage~~ any suit instituted by the Holder of this Security for the enforcement of any payment of principal ~~amount and rounded to three decimal places) equal~~ hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the ~~greater of:~~Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed [if applicable, insert—or alter or impair the obligation of each Guarantor, which is absolute and unconditional, to pay pursuant to its Guarantee]. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, [if applicable, insert—any Guarantor,] the Trustee and any agent of the Company [if applicable, insert—any Guarantor] or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, [if applicable, insert—any Guarantor,] the Trustee nor any such agent shall be affected by notice to the contrary. [If this Security is a Global Security, insert — This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations therein on transfers and exchanges of Global Securities.] This Security and the Indenture shall be governed by and construed in accordance with the law of the State of New York. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Appears in 1 contract

Samples: Indenture (Cott Corp /Cn/)

Form of Reverse of Security. This Security is one of a duly authorized issue of ~~securities~~ Securities of the ~~Issuer~~ Company designated as 7% Senior Subordinated Notes due 2014, Series B (herein called the “Exchange Securities”), limited in aggregate principal amount on the Issue Date to $375,000,000 issued and to be issued ~~in one or more series~~ under an Indenture, dated as of ~~[·]~~January 28, ~~20[·]~~ 2004 (herein called the “Indenture”,” which term shall have the meaning assigned to it in such instrument), among the ~~Issuer~~Company, the ~~Guarantors party thereto~~ guarantors named therein and ~~Deutsche~~ The Bank ~~Trust Company Americas~~of New York, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer, the Guarantors~~Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~This Security is one~~ The Company shall be entitled, subject to its compliance with Section 10.08 of the ~~series designated~~ Indenture, to issue Additional Securities pursuant to Section 3.13 of the Indenture. The Securities include the Initial Securities issued on the ~~face hereof [if applicable~~Issue Date, ~~insert -, limited in aggregate principal amount to US$ ] [if applicable, insert -; provided, however, that~~ any Additional Securities and the ~~Issuer may from time to time or at any time, without the consent of the Holders of the~~ Exchange Securities, ~~create~~ issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities issued on the Issue Date, any Additional Securities and ~~issue additional~~ the Exchange Securities ~~with~~ are treated as a single class of securities under the Indenture. The terms ~~and conditions identical to those~~ of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (~~except for~~ 15 U.S.C. 7aaa - 77bbbb (the ~~issue date~~“TIA”)), as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, the ~~issue price~~ Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the ~~first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form~~ TIA for a ~~single series with, the Securities]~~statement of such terms. This Security is ~~an unsecured obligation~~ redeemable at the option of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its optionCompany, in whole or in part, at any time on or after February 15, 2009, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, thereon to the Redemption Date, if redeemed during the twelve month period beginning on February 15 of the years indicated below: 2009 103.500% 2010 102.333% 2011 101.167% 2012 and thereafter 100.000% In addition, at any time, or from time to time, on or prior to February 15, 2007, the Company may, at its option, use the net cash proceeds of one or more Public Equity Offerings to redeem up to an aggregate of 35% of the principal amount of the Securities (which includes Additional Securities, if any), at a redemption price equal to 107.000% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to the Redemption Date; provided, however, that at least 65% of the aggregate principal amount of Securities (~~expressed~~ which includes Additional Securities, if any) remains outstanding immediately after the occurrence of such redemption. In order to effect the foregoing redemption with the proceeds of any Public Equity Offering, the Company shall send a redemption notice not later than 90 days after the consummation of any such Public Equity Offering. The Securities are not subject to any sinking fund. The Indenture provides that the Company is obligated (a) upon the occurrence of a Change in Control to make an offer to purchase all outstanding Securities at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the date of purchase and (b) to make an offer to purchase Securities with a portion of the net cash proceeds of certain sales or other dispositions of assets (not applied as specified in the Indenture within the periods set forth therein) at a ~~percentage~~ purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase. In the event of redemption or purchase of this Security in part only pursuant to a Change of Control Offer or an Asset Sale Offer, a new Security or Securities for the unredeemed or unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or of certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. If an Event of Default shall occur and be continuing, there may be declared due and payable the principal of, premium, if any, and accrued and unpaid interest, if any, on all of the outstanding Securities, in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in principal amount of the Securities at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee and the Trustee shall not have received from the Holders of a majority in principal amount of Securities at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding for 15 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to certain suits described in the Indenture, including any suit instituted by the Holder of this Security for the enforcement of any payment of principal ~~amount and rounded~~ hereof or any premium or interest hereon on or after the respective due dates expressed herein (or, in the case of redemption, on or after the Redemption Date or, in the case of any purchase of this Security required to ~~three decimal places) equal~~ be made pursuant to a Change of Control Offer or an Asset Sale Offer, on or after the relevant Purchase Date). No reference herein to the ~~greater of~~Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. The obligations of the Company under the Indenture and this Security are expressly subordinated to all Senior Indebtedness and senior in right of payment to all Subordinated Indebtedness, in each case to the extent set forth in Article XIV of the Indenture, and reference is hereby made to such Indenture for the precise terms of such subordination. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security is issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Interest on this Security shall be computed on the basis of a 360-day year comprised of twelve 30-day months. As provided in the Indenture and subject to certain limitations therein set forth, the obligations of the Company under the Indenture and this Security are Guaranteed pursuant to Guarantees endorsed hereon as provided in the Indenture. Each Holder, by holding this Security, agrees to all of the terms and provisions of said Guarantees. The Indenture provides that each Guarantor shall be released from its Guarantee upon compliance with certain conditions. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof. To assign this Security, fill in the form below: I or we assign and transfer this Security to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side of this Security. The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: If you want to elect to have this Security purchased in its entirety by the Company pursuant to Section 10.13 or 10.14 of the Indenture, check the applicable box:

Appears in 1 contract

Samples: Indenture (United Rentals Inc /De)

Appears in 1 contract

Samples: Junior Subordinated Indenture (Sce&g Trust I)

Appears in 1 contract

Samples: Junior Subordinated Indenture (American Safety Insurance Group LTD)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Corporation (herein called the “"Securities”"), issued and to be issued in one or more series under an the Junior Subordinated Indenture, dated as of ~~[·]~~October 28, ~~20[·]~~ 1997 (herein called the “"Indenture”"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Corporation and ~~Deutsche Bank Trust Company Americas~~, 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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Corporation, the ~~Guarantors~~Trustee, the ~~Trustee~~ holders of Senior Debt and the Holders of the ~~Securities~~ 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 [if applicable, ~~insert -~~insert--, limited in aggregate principal amount to ~~US$ ]~~ $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert--or in the Amended and Restated Trust Agreement, dated as of October 28, 1997 (as modified, amended or supplemented from time to time, the "Trust Agreement"), relating to [insert ~~-; provided~~name of Issuer Trust] (the "Issuer Trust") among the Corporation, ~~however~~as Depositor, ~~that~~ the ~~Issuer may~~ Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture [if applicable, insert--or the Trust Agreement, as the case may be]. [If applicable, insert--The Corporation may at any time, ~~without~~ at its option, on or after _________, ____, and subject to the ~~consent~~ terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount hereof): If redeemed during the 12-month period beginning -------------, Redemption Year Price and thereafter at a Redemption Price equal to 100% of the principal amount hereof, together, in the case of any such redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the date fixed for redemption.] [If applicable, insert--In addition, upon the occurrence and during the continuation of a Tax Event in respect of the Issuer Trust, the Corporation may, at its option, at any time within 90 days of the occurrence and during the continuation of such Tax Event redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture, at a redemption price equal to [insert formula]]. [If the Security is subject to redemption of any kind, insert- - -In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Corporation with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Corporation and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except for~~ of each series at the ~~issue date~~time Outstanding, on behalf of the ~~issue price~~ Holders of all Securities of such series, to waive compliance by the Corporation with certain provisions of the Indenture and certain past defaults under the ~~first interest payment date)~~Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, ~~which additional~~ whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities ~~shall increase~~ of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount ~~of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation~~ of the ~~Issuer~~ Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and ~~ranks~~ payable immediately, by a notice in ~~right of payment on parity with all other unsecured and unsubordinated indebtedness of~~ writing to the ~~Issuer~~ Corporation (and ~~without any preference among themselves~~to the Trustee if given by Holders) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Trust Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Trust Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]. The principal amount payable upon such acceleration shall be equal to--insert - formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities of this series shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Corporation's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest [insert if applicable--including any Additional Interest)] on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Securities Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $25 and any integral multiple of $25 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to ~~, 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”)~~due presentment of this Security for registration of transfer, the ~~Issuer~~ Corporation, the Trustee and any agent of the Corporation or the Trustee may ~~redeem~~ treat the ~~Securities at its option~~Person in whose name this Security is registered as the owner hereof for all purposes, ~~in whole~~ whether or ~~in part~~not this Security be overdue, at and neither the Corporation, the Trustee nor any ~~time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal~~ such agent shall be affected by notice to the ~~greater~~ contrary. The Corporation and, by its acceptance of this Security or a beneficial interest herein, the Holder of:, and any Person that acquires a beneficial interest in, this Security agree that for United States federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Scana Corp)

Appears in 1 contract

Samples: Junior Subordinated Indenture (Evans Capital Trust III)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Corporation (herein called the “"Securities”"), issued and to be issued in one or more series under an the Junior Subordinated Indenture, dated as of ~~[·]~~January 29, ~~20[·]~~ 1997 (herein called the “"Indenture”"), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Corporation and ~~Deutsche Bank~~ Wilmington Trust ~~Company Americas~~Company, 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 ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Corporation, the ~~Guarantors~~Trustee, the ~~Trustee~~ holders of Senior Indebtedness and the Holders of the ~~Securities~~ 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 [if applicable, ~~insert -~~insert--, limited in aggregate principal amount to ~~US$ ]~~ $ ___________]. All terms used in this Security that are defined in the Indenture [if applicable, insert--or in the Amended and Restated Trust Agreement, dated as of ________, __ (as modified, amended or supplemented from time to time, the "Trust Agreement"), relating to [insert ~~-; provided~~name of Issuer Trust] (the "Issuer Trust") among the Corporation, ~~however~~as Depositor, ~~that~~ the ~~Issuer may~~ Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto,] shall have the meanings assigned to them in the Indenture [if applicable, insert--or the Trust Agreement, as the case may be]. [If applicable, insert--The Corporation may at any time, ~~without~~ at its option, on or after _______, __ and subject to the ~~consent~~ terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount hereof): If redeemed during the 12-month period beginning __________, Redemption Year Price and thereafter at a Redemption Price equal to 100% of the principal amount hereof, together, in the case of any such redemption, with accrued interest [if applicable, insert-- (including any Additional Interest)] to but excluding the date fixed for redemption.] [If applicable, insert--In addition, upon the occurrence and during the continuation of a Tax Event, an Investment Company Event or a Capital Treatment Event in respect of the Issuer Trust, the Corporation may, at its option, at any time within 90 days of the occurrence and during the continuation of such Tax Event, Investment Company Event or Capital Treatment Event, as the case may be, redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture, at a Redemption Price equal to [insert formula]. [If the Security is subject to redemption of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Corporation with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Corporation and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except for~~ of each series at the ~~issue date~~time Outstanding, on behalf of the ~~issue price~~ Holders of all Securities of such series, to waive compliance by the Corporation with certain provisions of the Indenture and certain past defaults under the ~~first interest payment date)~~Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, ~~which additional~~ whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities ~~shall increase~~ of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount ~~of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation~~ of the ~~Issuer~~ Outstanding Securities of this series may declare the principal amount of all the Outstanding Securities of this series to be due and ~~ranks~~ payable immediately, by a notice in ~~right of payment on parity with all other unsecured and unsubordinated indebtedness of~~ writing to the ~~Issuer~~ Corporation (and ~~without any preference among themselves~~to the Trustee if given by Holders) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]; and upon any such declaration the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Outstanding Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]. The principal amount payable upon such acceleration shall be equal to [insert - formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on such Securities shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Corporation's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest [if applicable, insert--(including any Additional Interest)] on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Securities Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $_______ and any integral multiple of $_____ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to ~~, 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”)~~due presentment of this Security for registration of transfer, the ~~Issuer~~ Corporation, the Trustee and any agent of the Corporation or the Trustee may ~~redeem~~ treat the ~~Securities at its option~~Person in whose name this Security is registered as the owner hereof for all purposes, ~~in whole~~ whether or ~~in part~~not this Security be overdue, at and neither the Corporation, the Trustee nor any ~~time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal~~ such agent shall be affected by notice to the ~~greater~~ contrary. The Corporation and, by its acceptance of this Security or a beneficial interest therein, the Holder of:, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Colonial Bancgroup Inc)

Form of Reverse of Security. This Security is one of a ---------------------------- duly authorized issue of securities of the ~~Issuer~~ Company (herein called the “"Securities”"), issued and to be issued in one or more series under an a Junior ----------- Subordinated Indenture, dated as of ~~[·]~~April 23, ~~20[·]~~ 1997, as supplemented by an Officers' Certificate dated as of , (herein called the “"Indenture”"), ~~among~~ --------- between the ~~Issuer, the Guarantors party thereto~~ Company and ~~Deutsche~~ The Bank ~~Trust Company Americas~~of New York, as Trustee (herein called the "Trustee", which term includes any Successor Trustee under the Indenture), to -------- which Indenture and all indentures supplemental thereto reference is hereby made ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Trustee, the ~~Guarantors, the Trustee~~ Company and the Holders of the ~~Securities~~ 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~~ hereof[~~if applicable, insert -~~, limited in aggregate principal amount to ~~US$ ]~~ $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert--and in the Amended and Restated Declaration of Trust of [insert ~~-; provided~~the applicable Central Fidelity Capital Trust ], ~~however~~dated as of [ , ~~that~~ ] as amended (the ~~Issuer~~ "Amended and Restated Declaration of Trust"), among Central Fidelity Banks, Inc., as Depositor, and the Trustees named therein,] shall have the meanings assigned to them in the Indenture or, to the extent not defined in the Indenture, the Amended and Restated Declaration of Trust, as the case may be. [If applicable, insert--On or after , the Company may at any time, at its option, subject to the terms and conditions of Article XI of the Indenture and subject to the Company having received prior approval of the Federal Reserve if then required under applicable capital guidelines or policies of the Federal Reserve, redeem this Security in whole or in part at any time or from time to time prior to the Stated Maturity, at 100% of the aggregate principal amount hereof, plus accrued and unpaid interest to the redemption date. [If applicable, insert--If a Tax Event or a Capital Treatment Event shall occur and be continuing, the Company may, at its option and subject to receipt of prior approval of the Federal Reserve if then required under applicable capital guidelines or policies of the Federal Reserve and subject to the provisions of Article XI of the Indenture, redeem the Securities in whole, but not in part, prior to [ , ] and within 90 days after the occurrence of such Tax Event or Capital Treatment Event, upon not less than 30 nor more than 60 days' notice, at 100% of the aggregate principal amount hereof, plus accrued and unpaid interest to the redemption date.] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancelation hereof. [If the Security is not a Discount Security,--If an Event of Default ------------------------------------------ with respect to Securities of this series shall occur and be continuing, the principal of this Security may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture]. [If the Security is a Discount Security,--If an Event of Default with -------------------------------------- respect to Securities of this series shall occur and be continuing, an amount of principal of this Security may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. Such amount shall be equal to [--insert formula for determining the amount]. Upon payment ------------------------------------------ (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any ~~time, without~~ time to enter into a supplemental indenture or indentures for the ~~consent~~ purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, ~~create and issue additional~~ with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities ~~with terms and conditions identical~~ of each series to ~~those~~ be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities ~~(except for~~ of each series at the ~~issue date~~time Outstanding, on behalf of the ~~issue price~~ Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the ~~first interest payment date)~~Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, ~~which additional~~ whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security,--As provided in and ------------------------------------------ subject to the provisions of the Indenture, if an Event of Default with respect to the Securities ~~shall increase~~ of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided, however, that, in the case of the -------- ------- Securities of this series issued to a Central Fidelity Capital Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee with a copy to the Property Trustee. The Holders of a majority in aggregate principal amount of the Outstanding Securities of this series may annul such declaration and waive the default by written notice to the Property Trustee, the Company and the Trustee if the default (other than the non-payment of the principal of these Securities which has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee. Should the Holders of these Securities of this series fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration of such principal amount and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIV of the Indenture.] [If the Security is a Discount Security,--As provided in and subject -------------------------------------- to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare such portion of the principal amount as may be specified in the terms of this series of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued -------- to a Central Fidelity Capital Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee with a copy to the Property Trustee. The Holders of a majority in aggregate principal amount of the Outstanding Securities of this series may annul such declaration and waive the default by written notice to the Property Trustee, the Company and the Trustee if the default (other than the non-payment of the principal of these Securities which has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee. Should the Holders of these Securities of this series fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration of such principal amount and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIV of the Indenture.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained pursuant to Section 10.02 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in blocks having aggregate principal amounts of not less than $100,000 (100 Securities) and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and ~~shall be consolidated~~ any Person that acquires a beneficial interest in, this Security intend that such Security constitute indebtedness and ~~form a single series with~~agree to treat such Security as indebtedness for all United States Federal, ~~the Securities]~~state and local tax purposes. This Security is an unsecured obligation of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Central Fidelity Capital Trust I)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of ~~[·], 20[·]~~ (herein called the “Indenture”), ~~among~~ between the ~~Issuer, the Guarantors party thereto~~ Company and ~~Deutsche~~ U.S. Bank ~~Trust Company Americas~~National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture with respect to the series of which this Security is a part), to which Indenture and all indentures supplemental thereto reference is hereby made ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Company, the ~~Guarantors~~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~~ Series designated on the face hereof [~~if applicable~~[IF APPLICABLE, ~~insert -~~INSERT–, limited in aggregate principal amount to ~~US$~~ $ ]. Carnival plc irrevocably, unconditionally, and absolutely guarantees, jointly and severally and on a continuing basis, to each Holder of Securities, until final and indefeasible payment of the amounts referred to in Clause (i) below have been made: (i) the due and punctual payment of principal of and interest on the Securities at any time outstanding and the due and punctual payment of all other amounts payable, and all other amounts owing, by the Company to the Holders of the Securities under the Indenture and the Securities (including, without limitation, any Additional Amounts which may be owing to any of the Holders of Securities pursuant to the terms of Section 10.5 of the Indenture), in each case when and as the same shall become due and payable, whether at maturity, by acceleration, by redemption or otherwise and all other monetary obligations of the Company thereunder, all in accordance with the terms and provisions thereof and (ii) the punctual and faithful performance, keeping, observance and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company under the Indenture and the Securities. The Guarantees constitute guarantees of payment, performance and compliance and not merely of collection. The obligation of the Guarantors to make any payments may be satisfied by causing the Company or any other Person to make such payments. Further, the Guarantors agree to pay any and all costs and expenses (including reasonable attorney’s fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under the Guarantees. The Company will pay to the Holders such Additional Amounts as may become payable under Section 10.5 of the Indenture. The Guarantor will pay to the Holders such Guarantor Additional Amounts as may become payable under Section 15.2 of the Indenture. [IF APPLICABLE-INSERT–The Securities may be converted pursuant to the terms herein into [ ] if:[detail terms of conversion]. The Securities in respect of which a Holder has delivered [form of conversion notice] exercising the option of such Holder to require the Company to purchase such Security.] (1) on_______ in any year commencing with the year and ending with the year _______ at a Redemption Price equal to _______% of the principal amount, and (2)] at any time [on or after , 20 ], 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 [on or before , %, and if redeemed] during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to ___ % of the principal amount, together in the case of any such redemption with accrued interest to the Redemption Date (subject to the right of Holders of record of such Securities, or one or more Predecessor Securities, on the relevant Regular Record Dates referred to on the face hereof to receive interest due on the relevant Interest Payment Date).] [~~if applicable~~The Securities will also be subject to redemption as a whole, ~~insert~~ but not in part, at the option of the Company at any time at 100% of the principal amount, together with accrued interest thereon to the Redemption Date (subject to the right of Holders of record of such Securities, or one or more Predecessor Securities, on the relevant Regular Record Dates referred to on the face hereof to receive interest due on the relevant Interest Payment Date), in the event the Company or the Guarantor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Securities or the Guarantees, any Additional Amounts or Guarantor Additional Amounts as a result of certain changes affecting withholding taxes which are specified in the Indenture.] [IF APPLICABLE, INSERT–The Securities of this series are subject to redemption upon not less than 10 days’ nor more than 60 days’ notice, (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to ____ % of the principal amount, together is the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date (subject to the right of Holders of record of such Securities, or one or more Predecessor Securities, on the relevant Regular Record Dates referred to on the face hereof to receive interest due on the relevant Interest Payment Date).] [IF APPLICABLE, INSERT–Notwithstanding the foregoing, the Company may not, prior to , redeem any Securities of this series as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] [IF APPLICABLE, INSERT–The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [IF APPLICABLE, INSERT–not less than] $ [(“mandatory sinking fund”) and not more than $ ] aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [IF APPLICABLE, INSERT–mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made in the [describe order] order in which they become due.] [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT – In the event of redemption or repayment of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [IF APPLICABLE, INSERT – The Securities of this series are subject to repayment in whole [or in part] [but not in part], in integral multiples of $ , on [and ] at the option of the Holder hereof at a Repayment Price equal to % of the principal amount thereof [to be repaid], together with interest thereon accrued to the Repayment Date, all as provided in the Indenture (subject to the right of Holders of record of such Securities, or one or more Predecessor Securities, on the relevant Regular Record Dates referred to on the face hereof to receive interest due on the relevant Interest Payment Date) [; provided, however, that the ~~Issuer~~ principal amount of this Security may ~~from time~~ not be repaid in part if, following such repayment, the unpaid principal amount of this Security would be less than [$ ] [the minimum authorized denomination for Securities of this series]]. To be repaid at the option of the Holder, this Security, with the “Option to ~~time~~ Elect Repayment” form duly completed by the Holder hereof, must be received by the Company at its office or agency maintained for that purpose in either the City of , the State of , or the City of , the State of [, which will be located initially at the office of the Trustee at ], not earlier than 30 days nor later than 15 days prior to the Repayment Date. Exercise of such option by the Holder of this Security shall be irrevocable unless waived by the Company.] [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT – If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT – If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to [INSERT FORMULA FOR DETERMINING THE AMOUNT]. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any ~~time~~overdue principal; and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), ~~without~~ all of the ~~consent~~ Company’s obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the ~~Securities~~Securities of each series to be affected under the Indenture at any time by the Company, ~~create~~ the Guarantor and ~~issue additional Securities~~ the Trustee with ~~terms and conditions identical to those~~ the consent of the holders of a majority in principal amount of the Outstanding Securities of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Outstanding Securities of each series, on behalf of the Holders of all Outstanding Securities of such series, to waive compliance by the Company or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the amount of principal of (~~except~~ and premium, if any, on) and interest on this Security herein provided, and at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any, on) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series of like tenor, of authorized denominations and for the ~~issue date~~same aggregate principal amount, will be issued to the ~~issue price~~ designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $ and any integral multiple thereof. As provided in the ~~first interest payment date)~~Indenture and subject to certain limitations therein set forth, ~~which additional~~ Securities ~~shall increase the~~ of this series are exchangeable for a like aggregate principal amount ofof Securities of this series of like tenor of different authorized denominations as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be ~~consolidated~~ affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. [IF APPLICABLE, INSERT – OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably requests and ~~form a single series with~~instructs the Company to repay the within Security [(or the portion thereof specified below)], pursuant to its terms, on the ~~Securities]. This Security is an unsecured obligation~~ “Repayment Date” first occurring after the date of receipt of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to timewithin Security as specified below, at a ~~redemption price (expressed as a percentage~~ Repayment Price equal to % of the principal amount ~~and rounded to three decimal places) equal~~ thereof, together with interest thereon accrued to the ~~greater of:~~Repayment Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), to the undersigned at: (Please Print or Type Name and Address of the Undersigned.) FOR THIS OPTION TO ELECT REPAYMENT TO BE EFFECTIVE, THIS SECURITY WITH THE OPTION TO ELECT REPAYMENT DULY COMPLETED MUST BE RECEIVED NOT EARLIER THAN 30 DAYS PRIOR TO THE REPAYMENT DATE AND NOT LATER THAN 15 DAYS PRIOR TO THE REPAYMENT DATE BY THE COMPANY AT ITS OFFICE OR AGENCY EITHER IN THE CITY OF , THE STATE OF , OR THE CITY OF , THE STATE OF [, WHICH WILL BE LOCATED INITIALLY AT THE OFFICE OF THE TRUSTEE AT ]. (If less than the entire principal amount of the within Security is to be repaid, specify the portion thereof (which shall be $ or an integral multiple thereof) which is to be repaid: $ . The principal amount of this Security may not be repaid in part if, following such repayment, the unpaid principal amount of this Security would be less than [$ [the minimum authorized denomination for Securities of this series].] [If less than the entire principal amount of the within Security is to be repaid, specify the denomination(s) of the Security(ies) to be issued for the unpaid amount: ($ or any integral multiple of $ ): $ .] Dated: Note: The signature to this Option to Elect Repayment must correspond with the name as written upon the face of the within Security in every particular without alterations or enlargement or any change whatsoever.]

Appears in 1 contract

Samples: Indenture (Carnival PLC)

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the ~~Issuer~~ Corporation designated as its ____% Junior Subordinated Debentures, due ____, 2034 (herein called the “"Securities”"), limited in aggregate principal amount to $____, issued and to be issued ~~in one or more series~~ under an the Junior Subordinated Indenture, dated as of ~~[·]~~______, ~~20[·]~~ 2004 (herein called the “"Indenture”"), among the ~~Issuer~~Corporation, ~~the Guarantors party thereto and Deutsche Bank Trust Company Americas~~Popular, Inc., as ~~Trustee~~Guarantor, and J.P Morgan Trust Company, National Association, as Trustee (herein caxxxx xxx "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made ~~to the Indenture~~ for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the ~~Issuer~~Corporation, the ~~Guarantors~~Guarantor, the ~~Trustee~~ Trustee, the holders of Senior Debt and the Holders of ~~the Securities~~ Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~This~~ All terms used in this Security ~~is one~~ that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of August __, 2004 (as modified, amended or supplemented from time to time, the ~~series designated on~~ "Trust Agreement"), relating to Popular North America Capital Trust I (the ~~face hereof [if applicable~~"Issuer Trust") among the Corporation, ~~insert -~~as Depositor, ~~limited in aggregate principal amount to US$ ] [if applicable~~Popular, ~~insert -; provided~~Inc., ~~however~~as Guarantor, ~~that~~ the ~~Issuer may~~ Trustees named therein and the Holders from time to time ~~or at any time, without the consent~~ of the ~~Holders of~~ Trust Securities issued pursuant thereto, shall have the ~~Securities~~meanings assigned to them in the Indenture or the Trust Agreement, ~~create and issue additional Securities with terms and conditions identical to those of~~ as the ~~Securities (except for the issue date~~case may be. The Corporation may, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured obligation of the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. [if applicable, insert - Prior to , 20[·] ([·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, subject to the terms and conditions of Article XI of the Indenture and subject to the Corporation having received prior approval of the Federal Reserve if then required under applicable capital guidelines or policies, redeem this Security in whole ~~or in part,~~ at any time ~~and~~ or in part from time to time, at a ~~redemption price (expressed as a percentage of principal amount and rounded to three decimal places)~~ Redemption Price equal to the greater ~~of:~~of (i) 100% of the principal amount of this Security being redeemed or (ii) as determined by a Quotation Agent (as defined below), the sum of the present values of scheduled payments of principal and interest for the Remaining Life (as defined below) of this Security being redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus ____%, plus, in the case of either (i) or (ii), accrued and unpaid interest thereon to the Redemption Date.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Popular North America Capital Trust I)

Common use of Form of Reverse of Security Clause in Contracts