Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4, 1997 (herein called the "Indenture"), between the Company and The Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 $ ]. 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"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., 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, 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] 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.
Appears in 2 contracts
Samples: Pmi Capital I, Pmi Group Inc
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4__________, 1997 2003 (herein called the "“Indenture"”), between the Company and The Bank of New YorkWilmington Trust 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 applicablehereof, insert - limited in aggregate principal amount to $ ]$__________. All terms used in this Security that are defined in the Indenture [if applicable, insert - or and in the Amended and Restated Trust Agreement, dated as of ___________, ____2003, as amended (the "“Amended and Restated Trust Agreement"”), for [PMI Capital ___ ,insert name of trust] among THE PMI GROUP, INC.Silicon Valley Bancshares, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Amended and Restated Trust Agreement, as the case may be]. [If applicable, insert - insert—The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, and subject to the Company having received any necessary regulatory approval to do so if then required under applicable capital guidelines or policies, redeem this Security [in whole at any time time] [or in part from time to time, without premium or penalty], at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,redemption price] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - insert—Upon the occurrence and during the continuation of a --------------------- Tax Event, Investment Company Event or Capital Treatment Event in respect of the PMI a SVB Trust, the Company may, at its option, [and subject to the Company having received any necessary regulatory approval to do so if applicablethen required under applicable capital guidelines or policies, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Event, Investment Company Event or Capital Treatment Event redeem this Security, [if applicable, insert—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 [describe formulation]insert redemption price] to the Redemption Date.] [If applicable, 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 not redeemed 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. 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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 (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a SVB Trust, if upon the occurrence and during the continuance of 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), provided that, in the case of the Securities of this series issued to a SVB 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 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 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 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. The Securities of this series are issuable only in registered form without coupons in denominations of minimum denominations of $25 and any integral multiples 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 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 any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes each of the aforementioned persons shall treat this Security as indebtedness. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Appears in 2 contracts
Samples: Silicon Valley Bancshares, Silicon Valley Bancshares
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4, 1997 (herein called the "Indenture"), between the Company and The Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 $ ]. 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 ___________, ____1996, as amended (the "Trust Agreement"), for [PMI Chase Capital ___ ,] I among THE PMI GROUP, INC.The Chase Manhattan 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, 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 principal amount thereof plus accrued and unpaid interest [if applicableinterest, insert --------------------- including Additional Interest, if any,] any to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - . Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI a Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] 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 [describe formulation].] 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 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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. 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 (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a 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 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. 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 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 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. The Securities of this series are issuable only in registered form without coupons in denominations of $25.00 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 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. 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 2 contracts
Samples: J P Morgan Chase & Co, J P Morgan Chase & Co
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4July 1, 1997 2019 (herein called the "“Indenture"”), between the Company and The U.S. Bank of New YorkN.A., as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company 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 applicableapplicable insert —, insert - limited in aggregate principal amount to $ ]. 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"), for [PMI Capital ___ ,$[ ] among THE PMI GROUP, INC., 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 applicableapplicable insert — The Securities are subject to redemption at the election of the Holders thereof, insert - The Company may at any time, at its option, on in whole or ------------------ after _________, ____in part, and in limited circumstances at the election of the Company, in whole, as described in the Indenture.]. [The Securities are not otherwise subject to redemption prior to maturity and no sinking fund is provided for 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption DateSecurities.]] [If applicablethe Security is subject to redemption of any kind, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] — 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 (1) the entire indebtedness of this Security or (2) 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 and overdue interest 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 by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the 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 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 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 reasonable indemnity 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 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 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 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 registerable 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 or the Security Registrar 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. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Appears in 2 contracts
Samples: Indenture (PF2 SpinCo, Inc.), Indenture (Change Healthcare Inc.)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4________, 1997 1998 (herein called the "IndentureINDENTURE"), between the Company and The Bank of New YorkWilmington Trust 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 applicablehereof, insert - limited in aggregate principal amount to $ ]$_________. All terms used in this Security that are defined in the Indenture [if applicable, insert - or and in the Amended and Restated Trust Agreement, dated as of ___________, ____, 1998, as amended (the "Amended and Restated Trust Agreement"), for [PMI Capital ___ ,INSERT NAME OF TRUST] among THE PMI GROUP, INC.Silicon Valley Bancshares, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Amended and Restated Trust Agreement, as the case may be]. [If applicableIF APPLICABLE, insert - INSERT--The Company 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 time] [or in part from time to time, without premium or penalty], at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,INSERT REDEMPTION PRICE] to the Redemption Date.] [If applicableIF APPLICABLE, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - INSERT--Upon the occurrence and during the continuation of a --------------------- Tax Event, Investment Company Event or Capital Treatment Event in respect of the PMI a SVB Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Event, Investment Company Event or Capital Treatment Event redeem this Security, [IF APPLICABLE, INSERT--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 [describe formulation]INSERT REDEMPTION PRICE] to the Redemption Date.] [IF APPLICABLE, 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 not redeemed 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. 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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 (and to the Trustee if given by Holders), PROVIDED that, in the case of the Securities of this series issued to a SVB 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 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), provided that, in the case of the Securities of this series issued to a SVB 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 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 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 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. The Securities of this series are issuable only in registered form without coupons in denominations of minimum denominations of $25 and any integral multiples 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 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 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. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Appears in 1 contract
Samples: SVB Capital I
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4________, 1997 _____ (herein called the "Indenture"), between among the Company Company, Mutual Risk Management Ltd. (the "Guarantor," which term includes any successor guarantor under the Indenture) and The Chase Manhattan Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee, the holders of Company Senior Debt, the holders of Guarantor 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 - insert--, limited in aggregate principal amount to $ $_______]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, _____ (as modified, as amended (or supplemented from time to time, the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Trust] (the "Trust") among THE PMI GROUP, INC.the Company, as DepositorDepositor and Issuer, and the Trustees named therein, 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 - insert--or the Trust Agreement, as the case may be]. The terms of this Security include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act. This Security is subject to all such terms and the Holder of this Security is referred to the Indenture and the Trust Indenture Act for a statement of such terms. [If applicable, insert - insert--This Security is entitled to the benefit of the Guarantee of the Guarantor. Reference is made to Article XV of the Indenture and to the Guarantee for terms relating to such Guarantee.] [If applicable, insert--The Company 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at insert-- the following Redemption Prices (expressed as percentages of the principal amountamount hereof): If redeemed during the 12-month period beginning _____________, Redemption Year Price --------- ----------------- ---- ---------- and thereafter at a Redemption Price equal to 100% on or after _________of the principal amount hereof, ____together, together in the case of any such redemption redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the date fixed for redemption,] [a Redemption DatePrice 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 - Upon insert--In addition, upon the occurrence and during the continuation of a --------------------- Tax Event or an Investment Company Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] 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 provisions terms and conditions of Article XI of the Indenture, at a redemption price equal to [describe formulationinsert 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] upon compliance by the Company or the Guarantor with certain conditions set forth in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the Company, the Guarantor 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 or the Guarantor, as the case may be, and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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 or the Guarantor, as the case may be, 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, 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 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, in certain cases, the Guarantor (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 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 Preferred 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 XIV of 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.] 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 [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 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. 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 none of the Company, the Guarantor, the Trustee or any such agent shall be affected by notice to the contrary. The Company, the Guarantor, if applicable, 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: MRM Capital Trust Iii
Form of Reverse of Security. This Security is one of a duly authorized issue of securities Securities of the Company St. Xxxx, designated as its [ ]% Junior Subordinated Debentures Due 2050 (herein called the "SecuritiesSECURITIES"), limited in aggregate principal amount to $[ ], issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4[ ], 1997 2001 (herein called the "IndentureINDENTURE"), between the Company The St. Xxxx Companies, Inc., a Minnesota corporation ("The ST. XXXX") and The Bank of New YorkChase Manhattan Bank, not in its individual capacity but solely as Trustee (herein called the "TrusteeTRUSTEE", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of The St. Xxxx, the Trustee, the Company and the Holders of the Securities, 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 is one of which are defined in the series designated on Indenture shall have the face hereof [if applicable, insert - limited respective meanings assigned to them in aggregate principal amount to $ ]the Indenture. All terms used in this Security that which are not defined in the Indenture but are defined in the Indenture [if applicableform of Declaration (as executed by the parties thereto, insert - or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust AgreementDECLARATION"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., ) attached as Depositor, and the Trustees named therein, Annex A thereto shall have the respective meanings assigned to them in the Indenture [if applicablesuch form of Declaration. The indebtedness evidenced by this Security is, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of extent provided in the Indenture, redeem subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, is issued subject to the provisions of Article XI 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 behalf to take such action as may be necessary or appropriate to effectuate the 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, 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, with certain exceptions as therein provided, the 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 by The St. Xxxx and the Trustee with the consent of the Holders of a redemption price equal 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, to [describe formulation].] In waive certain past defaults under the event of redemption 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 part onlyexchange herefor or in lieu hereof, a new 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 Securities of the 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 series 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 unredeemed portion hereof 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 $25 and any integral multiple thereof. As provided in the name 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. 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 upon for all purposes, whether or not this Security be overdue, and neither The St. Xxxx, the cancellation hereofTrustee nor any such agent shall be affected by notice to the contrary.
Appears in 1 contract
Samples: St Paul Companies Inc /Mn/
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Note Issuer (herein called the "Securities"), issued and to be issued in one or more series under a Junior Senior Subordinated Indenture, dated as of February 4June 6, 1997 2001 (herein called the "Indenture"), between the Company Note Issuer, as Issuer, and The State Street Bank of New Yorkand Trust 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Note Issuer, the Company 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 $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or and in the Amended and Restated Declaration of Trust Agreement, dated as of ___________June 6, ____2001, as amended (the "Trust AgreementDeclaration"), for [PMI Fresenius Medical Care Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named thereinTrust IV, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust AgreementDeclaration, as the case may be]. [If applicable, insert - The a Tax Event or an Investment Company 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI TrustTrust shall occur and be continuing, the Company mayshall 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, at its optionin the event of a Tax Event only, [if applicablemay cause the Securities to be redeemed, insert - at any time] [if applicablein each case, insert - before _________subject to and in accordance with the provisions of the Declaration, ------------- ____ and] within 90 days of following the occurrence of such Tax Event redeem this Securityor Investment Company Event. The Securities may be redeemed, in whole but not in partat the option of the Note Issuer, subject to the provisions of Article XI of the Indenture, at any time as a redemption price equal whole but not in part, at 100% of the principal amount thereof, plus accrued and unpaid interest (if any) to [describe formulation].] In the event date of redemption of this Security in part only, a new Security or Securities of this series for (subject to the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.right of
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4________, 1997 1999 (herein called the "Indenture"), between the Company and The Bank of New YorkWilmington Trust 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 applicablehereof, insert - limited in aggregate principal amount to $ ]$_________. All terms used in this Security that are defined in the Indenture [if applicable, insert - or and in the Amended and Restated Trust Agreement, dated as of ___________, ____, 1999, as amended (the "Amended and Restated Trust Agreement"), for [PMI Capital ___ ,insert name of trust] among THE PMI GROUP, INC.Xxxxxx Financial Corp., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Amended and Restated Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company 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 time] [or in part from time to time, without premium or penalty], at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,redemption price] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - insert--Upon the occurrence and during the continuation of a --------------------- Tax Event, Investment Company Event or Capital Treatment Event in respect of the PMI a Xxxxxx Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Event, Investment Company Event or Capital Treatment Event redeem this Security, [if applicable, insert--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 [describe formulation]insert redemption price] to the Redemption Date.] [If applicable, 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 not redeemed 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. 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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 (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Xxxxxx 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 Capital 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), provided that, in the case of the Securities of this series issued to a Xxxxxx 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 Capital 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
Appears in 1 contract
Samples: Downey Financial Corp
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 41, 1997 (herein called the "Indenture"), between the Company and The Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 applicablehereof, insert - limited in aggregate principal amount to $ ]$________________. 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"), for [PMI HL&P Capital ___ ,] Trust [ ], among THE PMI GROUP, INC.Houston Lighting & Power Company, 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, on redemption provisions for each series of Securities shall be established by or ------------------ after _________, ____, and subject pursuant to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time a Board Resolution or in part from time to time, without premium one or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Securitymore indentures supplemental hereto, in whole but not each case in part, subject to accordance with the provisions of Article XI of the this Indenture, at a redemption price equal to [describe formulation].] . 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 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series to be affected by such supplemental indenture and, under certain circumstances, in the case of Securities of a Series issued to an HL&P Trust, the consent of holders of at least a majority in Aggregate Liquidation Amount of Preference Securities then Outstanding. 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, and in the case of Securities of a Series issued to an HL&P Trust, the Holders of Preference Securities issued by such HL&P 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 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 (and premium, if any) 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 an HL&P 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 (and premium, if any) 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 Preference 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 (and premium, if any) 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 premium, if any) 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 (and premium, if any) 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 an HL&P 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 Preference Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee. Upon any such declaration, such amount of the principal of (and premium, if any) 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 premium, if any) 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 premium, if any) 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 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 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. 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, the 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 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. 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: Hl&p Capital Trust I
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4__________, 1997 1999 (herein called the "Indenture"), between the Company and The Bank of New YorkBankers Trust 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company 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 $ ]. All terms used in this Security that are defined in the Indenture [or, if applicablenot defined in the Indenture, insert - or in the Amended and Restated Trust Agreement, Agreement dated as of ___________, ____1999 (as modified, as amended (or supplemented from time to time the "Trust Agreement"), for [PMI relating to Allegiant Capital ___ ,] Trust I (the "Issuer Trust") among THE PMI GROUP, INC.the Company, as Depositor, and the Trustees named therein, 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 may at any time, at its option, has the right to redeem this Security (a) on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture2004, 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security (b) in whole (but not in part), at any time or in part from time to time, at the within 90 days following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event Event, Investment Company Event, or Capital Treatment Event, in respect each case at the Redemption Price described below, and subject to prior regulatory approval, if required. The Redemption Price shall equal 100% of the PMI Trustprincipal amount hereof being redeemed, together with accrued interest to but excluding the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] date fixed for redemption. 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, with the consent of the Holders of 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 principal amount of the Securities at the time Outstanding, 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 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, insert - 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 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 Company (and to the Trustee if given by Holders), provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities to be immediately due and payable, the holders of at least 25% 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 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 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 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 may declare an amount of principal of the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities to be immediately due and payable, the Holders of at least 25% 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 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 shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (a) of the amount of principal so declared due and payable and (b) 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 like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities 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 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 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 DELAWARE. 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: Allegiant Capital Trust I
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Note Issuer (herein called the "Securities"), issued and to be issued in one or more series under a Junior Senior Subordinated Indenture, dated as of February 419, 1997 1998 (herein called the "Indenture"), between the Company Note Issuer, as Issuer, and The State Street Bank of New Yorkand Trust 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Note Issuer, the Company 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 $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or and in the Amended and Restated Trust AgreementDeclaration of Trust, dated as of ___________February 19, ____1998, as amended (the "Trust AgreementDeclaration"), for [PMI Fresenius Medical Care Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named thereinTrust III, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust AgreementDeclaration, as the case may be]. [If applicable, insert - The a Tax Event or an Investment Company 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI TrustTrust shall occur and be continuing, the Company mayshall 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, at its optionin the event of a Tax Event only, [if applicablemay cause the Securities to be redeemed, insert - at any time] [if applicablein each case, insert - before _________subject to and in accordance with the provisions of the Declaration, ------------- ____ and] within 90 days of following the occurrence of such Tax Event redeem this Securityor Investment Company Event. The Securities may be redeemed, in whole but not in partat 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 price equal (subject to [describe formulation].] In the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), in the event the Note Issuer has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Securities, any Additional Amounts as a result of redemption of this Security a change in part only, a new Security or Securities of this series for an amendment to the unredeemed portion hereof will be issued in the name laws (including any regulations promulgated thereunder) of the Holder hereof upon United States of America, Germany, the cancellation hereofUnited 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.
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Company, (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4October 30, 1997 1996 (herein called the "Indenture"), between the Company and The Bank of New YorkWilmington Trust 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 hereof[if applicable, insert - limited in aggregate principal amount to $ _____________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert- or in the Amended and Restated Trust Agreement, dated as of ___________, ____1996, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUPITT Hartford Group, INC., Inc. as Depositor, and the Trustees named therein, for Hartford Capital __,] shall have the meanings assigned to them in the Indenture [if applicable, insert - insert- or the Trust Agreement, as the case may be]. [If applicable, insert - insert- The Company may at any timemay, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI Eleven of the Indenture, redeem this Security on any Interest Payment date with respect thereto 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- insert-, including Additional Interest, if any,] to the Redemption Date.date fixed for redemption, plus the greater of (a) the principal amount thereof and (b) an amount equal to [for Securities bearing interest at a fixed rate: the Discounted Remaining Fixed Amount Payments] [for Securities bearing interest determined by a floating rate: the Discounted Swap Equivalent Payments]. [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): insert- If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Special Event in respect of the PMI Trusta Hartford Trust shall occur and be continuing, the Company may, at its option, [if applicable, insert - at redeem the corresponding series of Securities on any time] [if applicable, insert - before _________, ------------- ____ and] Interest Payment Date falling within 90 days of the occurrence of such Tax Event redeem this SecuritySpecial Event, in whole but not in part, subject to the provisions of Section 1107 and the other provisions of Article XI Eleven of the Indenture, at a . The redemption price for any Security so redeemed shall be equal to [describe formulation]100% of the principal amount thereof plus accrued and unpaid interest, including Additional Interest, if any, to the date fixed for redemption.] 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 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 be declared due and payable in the manner, with the effect and subject to the conditions 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, an amount of principal of the Securities of this series may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. Such amounts 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 the Securities of this series shall terminate.] The Indenture contains provisions for satisfaction, discharge and defeasance at any time of the entire indebtedness of this Security upon compliance by the Company with certain 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 rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities of each series at the time Outstanding of each series to be affected. 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. 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 1002 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 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. 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. [If applicable, insert- 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 agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness.] 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: Hartford Capital Iv /De/
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4________ __, 1997 2002 (herein called the "Indenture"), between the Company and The Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company 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 - limited in aggregate principal amount to $ [$]_____________]. All By the terms used in this Security that are defined in of the Indenture 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 Amended payment in full of such General Obligations before any payment or distribution may be made in respect of Securities. This paragraph shall immediately and Restated Trust Agreementautomatically terminate, dated 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 ____________________, ____%, as amended (and if redeemed] during the "Trust Agreement"), for [PMI Capital 12-month period beginning ____________________ ,] among THE PMI GROUPof the years indicated, INC.REDEMPTION REDEMPTION YEAR PRICE YEAR PRICE ---- ----- ---- ----- and thereafter at a Redemption Price equal to ____% of the principal amount, 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 -- together in the case may beof any such redemption [if there is a sinking fund, 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 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 Company may 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, at its option, time [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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____], and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in as a whole at any time or in part from time to timepart, at the following 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 REDEMPTION PRICE FOR THROUGH OPERATION REDEMPTION OTHERWISE OF THE THAN THROUGH OPERATION YEAR SINKING FUND OF THE SINKING FUND ---- ------------ ------------------- and thereafter at a Redemption Year Price --------- ----------------- and at 100equal 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 after prior to such Redemption Date will be payable to the [Holders of such Securities/Holder of such Security] (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].] [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 ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date% per annum.] [If applicable, insert - Upon The sinking fund for this series provides for the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before redemption on _________, ------------- ___________ andin each year beginning with the year _________ and ending with the year _________ of [not less than] within 90 days [$]_________ [("mandatory sinking fund") and not more than [$]_________] aggregate principal amount of Securities of this series. [Securities of this series acquired or redeemed by the occurrence of such Tax Event redeem this Security, Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made -- in whole but not the inverse order in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation]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 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 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 (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 denomination 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 amount in excess thereof which is an integral multiple of [$1,000]. 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, 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 affected by notice to the contrary. The Securities 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
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4December [__], 1997 1996 (herein called the "Indenture"), between the Company and The Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or -or in the Amended and Restated Trust Agreement, dated as of __________ __, ____1996, as amended (the "Trust Agreement"), for [PMI MBNA Capital ___ ,] among THE PMI GROUP, INC.MBNA Corporation, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or -or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including -including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon -Upon the occurrence and during the continuation of a --------------------- Tax Event or a Capital Treatment Event in respect of the PMI a Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Event or Capital Treatment 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 [describe formulation].] 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 100% of the Holder hereof upon principal amount thereof plus accrued and unpaid interest, including Additional Interest, if any, to the cancellation hereofRedemption Date.]
Appears in 1 contract
Samples: Mbna Capital V
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4________, 1997 (herein called the "Indenture"), between the Company and The Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 applicablehereof, insert - limited in aggregate principal amount to $ ]$_________. All terms used in this Security that are defined in the Indenture [if applicable, insert - or and in the Amended and Restated Trust Agreement, dated as of _____________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,insert name of trust] among THE PMI GROUP, INC.Greater Bay Bancorp, 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 - insert--The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture], [if applicable insert--and subject to the Company having received prior approval of the Board of Governors of the Federal Reserve System (the "Federal Reserve") if then required under applicable capital guidelines or policies of the Federal Reserve] redeem this Security [in whole at any time time] [or in part from time to time], without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,redemption price] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - insert--Upon the occurrence and during the continuation of a --------------------- Tax Event, Investment Company Event or Capital Treatment Event in respect of the PMI a GBB Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days 90udays of the occurrence of such Tax Event, Investment Company Event or Capital Treatment Event redeem this Security, [if applicable, insert--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 [describe formulation].insert redemption price] to the Redemption Date. [If applicable, 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 not redeemed 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. 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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 (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a GBB 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 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), provided that, in the case of the Securities of this series issued to a GBB 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 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 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 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. The Securities of this series are issuable only in registered form without coupons in denominations of minimum denominations of $[25] and any integral multiples 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 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 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. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Appears in 1 contract
Samples: GBB Capital I
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4____________, 1997 1998 (herein called the "Indenture"), between the Company and The Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 applicablehereof, insert - limited in aggregate principal amount to $ ]______________. All terms used in this Security that are defined in the Indenture [if applicable, insert - or and in the Amended and Restated Trust Agreement, dated as of ____________, ____1998, as amended (the "Amended and Restated Trust Agreement"), for [PMI Capital ___ ,insert name of trust] among THE PMI GROUPXxxxxxxxxx Industries, INC.Inc., as Depositordepositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Amended and Restated Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company 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 time] [or in part from time to time], without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,redemption price] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - insert--Upon the occurrence and during the continuation of a --------------------- Tax Event or Investment Company Event in respect of the PMI a Xxxxxxxxxx Industries Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Event or Investment Company Event redeem this Security, [if applicable, insert--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 [describe formulation]insert redemption price] to the Redemption Date.] [If applicable, 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 not redeemed 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. 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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, 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 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 that, in the case of the Securities of this series issued to a Xxxxxxxxxx Industries 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 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, 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 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), provided that, in the case of the Securities of this series issued to a Xxxxxxxxxx Industries 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 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 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 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. The Securities of this series are issuable only in registered form without coupons in minimum denominations of $10 and any integral multiples of $10 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 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. 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: Praegitzer Industries Inc
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4December [__], 1997 1996 (herein called the "Indenture"), between the Company and The Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or -or in the Amended and Restated Trust Agreement, dated as of __________ __, ____1996, as amended (the "Trust Agreement"), for [PMI MBNA Capital ___ ,] among THE PMI GROUP, INC.MBNA Corporation, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or -or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including -including Additional Interest, if any,] to the Redemption Date.] [If applicableamount thereof plus accrued and unpaid interest, insert - The Company mayincluding Additional Interest, at its optionif any, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] 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 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series to 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 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 (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a 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 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.] 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 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 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 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 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. 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 any Person that acquires a beneficial interest in, this Security agree that for United 29 21 States federal, state and local tax purposes it is intended that this Security constitute indebtedness. 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: Mbna Capital C
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4, 1997 2002 (herein called the "“Indenture"”), between the Company and The Deutsche Bank of New YorkTrust 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company 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 applicablehereof, insert - limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [or, if applicablenot defined in the Indenture, insert - or in the Amended and Restated Trust Agreement, Agreement dated as of ___________, ____2002 (as modified, as amended or supplemented from time to time the “Trust Agreement”), relating to American Safety Capital Trust I (the "Trust Agreement"), for [PMI Capital ___ ,] “Issuer Trust”) among THE PMI GROUP, INC.the Company, as Depositor, and the Trustees named therein, 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 may at any time, at its option, on or ------------------ after _________, ____, and subject has the right to the terms and conditions of Article XI of the Indenture, redeem this Security (a) on or after , 2007, 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security (b) in whole (but not in part), at any time or in part from time to time, at the within 180 days following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event or Investment Company Event, in respect each case at the Redemption Price described below, and subject to possible regulatory approval. The Redemption Price shall equal 100% of the PMI Trustprincipal amount hereof being redeemed, together with accrued interest to but excluding the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] date fixed for redemption. 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, with 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 principal amount of the Securities at the time Outstanding, 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 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, insert—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 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 Company (and to the Trustee if given by Holders), provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities to be immediately due and payable, the holders of at least 25% 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 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 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 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 may declare an amount of principal of the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities to be immediately due and payable, the Holders of at least 25% 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 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 shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (a) of the amount of principal so declared due and payable and (b) 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 like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities 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 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 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 (American Safety Insurance Group LTD)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4December 1, 1997 1996 (herein called the "Indenture"), between the Company and The Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or -or in the Amended and Restated Trust Agreement, dated as of __________ __, ____1996, as amended (the "Trust Agreement"), for [PMI Chase Capital ___ ,] among THE PMI GROUP, INC.The Chase Manhattan Corporation, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or -or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including -including Additional Interest, if any,] to the Redemption Date.] [If applicableamount thereof plus accrued and unpaid interest, insert - The Company mayincluding Additional Interest, at its optionif any, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] 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 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series to 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 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 (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a 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 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 27 20 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 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 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 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 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. 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. States federal, state and local tax purposes it is intended that this Security constitute indebtedness. 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: Chase Capital Iii
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company 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 a the Junior Subordinated Indenture, dated as of February 4______, 1997 2004 (herein called the "Indenture"), between among the Company Corporation, Popular, Inc., as Guarantor, and The Bank of New YorkJ.P Morgan Trust Company, National Association, as Trustee (herein called the caxxxx xxx "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Guarantor, the Trustee, the Company 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 $ ]. 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 _________August __, ____2004 (as modified, as amended (or supplemented from time to time, the "Trust Agreement"), for [PMI relating to Popular North America Capital ___ ,] Trust I (the "Issuer Trust") among THE PMI GROUP, INC.the Corporation, as Depositor, and Popular, Inc., as Guarantor, the Trustees named thereintherein 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 may at any timeCorporation may, 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, Indenture and subject to the terms and conditions of Article XI Corporation having received prior approval of the IndentureFederal Reserve if then required under applicable capital guidelines or policies, redeem this Security in whole at any time or in part from time to time, at a Redemption Price equal to the following Redemption Prices greater of (expressed as percentages i) 100% of the principal amount): If amount of this Security being redeemed during or (ii) as determined by a Quotation Agent (as defined below), the 12sum 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-month period beginning annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus __________%, Redemption Year Price --------- ----------------- and at 100% on or after _________plus, ____, together in the case of any such redemption with either (i) or (ii), accrued and unpaid interest thereon to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] 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.
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4________, 1997 1999 (herein called the "Indenture"), between the Company and The Bank of New YorkWilmington Trust 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 applicablehereof, insert - limited in aggregate principal amount to $ ]$_________. All terms used in this Security that are defined in the Indenture [if applicable, insert - or and in the Amended and Restated Trust Agreement, dated as of ___________, ____, 1999, as amended (the "Amended and Restated Trust Agreement"), for [PMI Capital ___ ,insert name of trust] among THE PMI GROUP, INC.Xxxxxx Financial Corp., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Amended and Restated Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company 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 time] [or in part from time to time, without premium or penalty], at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,redemption price] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - insert--Upon the occurrence and during the continuation of a --------------------- Tax Event, Investment Company Event or Capital Treatment Event in respect of the PMI a Xxxxxx Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Event, Investment Company Event or Capital Treatment Event redeem this Security, [if applicable, insert--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 [describe formulation]insert redemption price] to the Redemption Date.] [If applicable, 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 not redeemed 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. 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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 (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Xxxxxx 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 Capital 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), provided that, in the case of the Securities of this series issued to a Xxxxxx 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 Capital 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 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 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. The Securities of this series are issuable only in registered form without coupons in denominations of minimum denominations of $25 and any integral multiples 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 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 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. 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: Downey Financial Capital Trust I
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4December 3, 1997 1996 (herein called the "Indenture"), between the Company and The Bank of New YorkChase Manhattan Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 applicablehereof, insert - limited in aggregate principal amount to $ ]. 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"), for [PMI Mellon Capital ___ ,] , among THE PMI GROUP, INC.Mellon Bank 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, 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 principal amount thereof plus accrued and unpaid interest [if applicableinterest, insert --------------------- including Additional Interest, if any,] , to the Redemption Date.] . [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - insert--Upon the occurrence and during the continuation of a --------------------- Tax Event or a Capital Treatment Event in respect of the PMI a Mellon Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Event or Capital Treatment 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 [describe formulation]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 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series to 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 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 (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Mellon 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 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), provided that, in the case of the Securities of this series issued to a Mellon 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 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 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 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. The Securities of this series are issuable only in registered form without coupons in denominations of $25 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 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. The Company shall withhold from interest payments on this Security any amount that the Company determines that it is required to withhold pursuant to the Pennsylvania Corporate Loans Tax because this Security is held, directly or indirectly, by any Person who is subject to such tax. The Company shall promptly notify any Holder of this Security in respect of which it has made such a withholding of the amount thereof, by written notice sent to the address of such Holder as set forth in the Securities Register. In the event that this Security is held by a Mellon Trust and the Company determines that this Security is subject to such a withholding as a result of the fact that any holder of beneficial interests in such Mellon Trust is a Person subject to such tax, the Company shall promptly notify the Property Trustee for such Mellon Trust of the identity of each such holder of such beneficial interests and of the amount withheld in respect thereof. 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: Mellon Bank Corp
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4, 1997 _____________ (herein called the "Indenture"), between the Company and The Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 applicablehereof, insert - limited in aggregate principal amount to $ ]$_________. All terms used in this Security that are defined in the Indenture [if applicable, insert - or and in the Amended and Restated Trust Agreement, dated as of _________ ___, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,insert name of trust] among THE PMI GROUP, INC.National City 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 - insert--The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture], [if applicable insert--and subject to the Company having received prior approval of the Board of Governors of the Federal Reserve System (the "Federal Reserve") if then required under applicable capital guidelines or policies of the Federal Reserve] redeem this Security [in whole at any time time] [or in part from time to time], without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,redemption price] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - insert--Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI a National City Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Event redeem this Security, [if applicable, insert--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 [describe formulation].insert redemption price] to the Redemption Date. [If applicable, 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 not redeemed 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. 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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 (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a National City 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 Capital 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), provided that, in the case of the Securities of this series issued to a National City 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 Capital 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
Appears in 1 contract
Samples: National City Corp
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4June 28, 1997 2012 (herein called the "“Indenture"”), between the Company and The Bank of New YorkYork Mellon, as Trustee (herein called the "“Trustee", ,” which term includes any successor trustee under the Indenture), to which Indenture Security Registrar, Paying Agent and all indentures supplemental thereto Transfer Agent, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The terms, conditions and provisions of this Security are those stated in the Indenture (including those made a part of the Indenture by reference to the Trust Indenture Act). This Security is one of the series designated on the face hereof [hereof. Additional securities on terms and conditions identical to those of this Security (except for issue date, issue price and the date from which interest shall accrue and, if applicable, insert - limited in first be paid) may be issued by the Company without the consent of the Holders of the Securities. The amount evidenced by such additional securities shall increase the aggregate principal amount to $ ]of, and shall be consolidated and form a single series with, the Securities, in which case the Schedule of Increases and Decreases in Global Security attached hereto will be correspondingly adjusted. All terms used in this In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security that are defined in shall not be a Business Day, then (notwithstanding any other provision of the Indenture [or of the Securities) payment of principal and premium, if applicableany, insert - or in interest need not be made on such date, but may be made on the Amended next succeeding Business Day with the same force and Restated Trust Agreementeffect as if made on the Interest Payment Date, dated as of ___________, ____, as amended (Redemption Date or at the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust AgreementStated Maturity, as the case may be]; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. [If applicable, insert - — The Company may at any time, at its option, on or ------------------ after _________, ____, and Securities of this series are subject to the terms and conditions of Article XI of the Indentureredemption upon not less than days’ nor more than days’ notice, 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, — on or after --------------------- _________, ____20 ], and subject to as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, 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, Year Redemption Price Year Redemption Price --------- ----------------- and thereafter at 100a Redemption Price equal to % on or after _________, ____of the principal amount, together in the case of any such redemption with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date shall 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 applicablethe Security is subject to redemption of any kind, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] — 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 shall be issued in the name of the Holder hereof upon the cancellation hereof.] [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 all 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 all 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.] All payments of principal, premium, if any, and interest in respect of the Securities shall be made after withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Mexico or any authority therein or thereof having power to tax (“Mexican Taxes”). In the event of any withholding or deduction for any Mexican Taxes, the Company shall pay such additional amounts (“Additional Amounts”) as will result in receipt by the Holders of Securities on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Mexican Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Security to the extent:
Appears in 1 contract
Samples: Indenture (America Movil Sab De Cv/)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4December 24, 1997 1996 (herein called the "Indenture"), between the Company and The Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 applicablehereof, insert - limited in aggregate principal amount to $ ]. 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 ___________December 24, ____, 1996 as amended (the "Trust Agreement"), for [PMI USF&G Capital ___ ,] I, among THE PMI GROUP, INC.USF&G 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, 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI a USF&G Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] 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 the Make-Whole Amount for a corresponding principal amount of this Security, together with accrued Distributions to, but excluding the date fixed for redemption. [describe formulation]insert appropriate definition of Make-Whole Amount] [In addition, if such Tax Event relates to the deductibility of interest payable by USF&G on the Securities, and if the opinion referred to in the definition of Tax Event states that the risk of non-deductibility would be avoided if the maturity of the Securities were shortened, the Company may, at its option, shorten the maturity of the Securities by the amount stated in such opinion to be the minimum extent required in order to avoid suck risk, but in no event may the Company shorten the maturity to a Stated Maturity of less than 19 1/2 years from the date of original issuance. In the event the Company exercises such option to shorten the maturity, the Company will no longer have the right to redeem the Securities prior to their Stated Maturity.] 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 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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. 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 (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a USF&G 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 Capital Securities of such USF&G Trust 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. 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 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 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 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 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. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE NEW YORK.
Appears in 1 contract
Samples: Trust Agreement (Usf&g Corp)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4___ _, 1997 ___ (herein called the "Indenture"), between the Company and The Chase Manhattan Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company 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 - insert--, limited in aggregate principal amount to $ $___________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, _____ (as modified, as amended (or supplemented from time to time, the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Trust] (the "Trust") among THE PMI GROUPMutual Group Ltd., INC.a Delaware corporation, as Depositor, and the Company, as Issuer, the Trustees named therein, 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 - insert--or the Trust Agreement, as the case may be]. The terms of this Security include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act. This Security is subject to all such terms and the Holder of this Security is referred to the Indenture and the Trust Indenture Act for a statement of such terms. [If applicable, insert - insert--The Company 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at insert-- the following Redemption Prices (expressed as percentages of the principal amountamount hereof): If redeemed during the 12-month period beginning _____________, Redemption Year Price --------- ----------------- ---- ---------- and thereafter at a Redemption Price equal to 100% on or after _________of the principal amount hereof, ____together, together in the case of any such redemption redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the date fixed for redemption,] [a Redemption DatePrice 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 - Upon insert--In addition, upon the occurrence and during the continuation of a --------------------- Tax Event or an Investment Company Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] 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 provisions terms and conditions of Article XI of the Indenture, at a redemption price equal to [describe formulationinsert 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] 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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, 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 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) [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 Preferred 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 XIV of 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.] 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, any premium and interest [insert if applicable--including any Additional Interest)] on and any Additional Amounts with respect to 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. 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 none of the Company, the Trustee or any such agent shall be affected by notice to the 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 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: MRM Capital Trust Iii
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Corporation (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4October 28, 1997 (herein called the "Indenture"), between the Company Corporation and The Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee, the Company 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 - insert--, limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________October 28, ____1997 (as modified, as amended (or supplemented from time to time, the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Issuer Trust] (the "Issuer Trust") among THE PMI GROUP, INC.the Corporation, as Depositor, and the Trustees named thereintherein 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 - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company Corporation 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amountamount hereof): If redeemed during the 12-month period beginning _____________, Redemption Year Price --------- ----------------- and thereafter at a Redemption Price equal to 100% on or after _________of the principal amount hereof, ____together, together in the case of any such redemption redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - Upon insert--In addition, upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Issuer Trust, the Company Corporation may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] 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 provisions terms and conditions of Article XI of the Indenture, at a redemption price equal to [describe formulationinsert formula].] In ]. [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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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 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. [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 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 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 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 due presentment of this Security for registration of transfer, 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 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: Scana Corp
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4December 30, 1997 1996 (herein called the "Indenture"), between the Company and The Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 hereof[if applicable, insert - limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or insert--and in the Amended and Restated Trust AgreementDeclaration of Trust, dated as of ___________December 30, ____1996, as amended (the "Trust AgreementDeclaration of Trust"), for [PMI Capital ___ ,] among THE PMI GROUPBancorp Hawaii, INC.Inc., as Depositor, and the Trustees named therein, ,] shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust AgreementDeclaration of Trust, as the case may be]. 35 26 [If applicable, insert - The insert--On or after , the Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the IndentureIndenture 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 in part from time to time, without premium or penaltytime prior to maturity, at a redemption price (the "Optional Repayment Price") equal to 100% the following prices, expressed in percentages of the principal amount thereof plus of the Securities together with accrued and but unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to but excluding the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): 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 _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of insert--If a --------------------- Tax Event or a Capital Treatment Event in respect of the PMI TrustBancorp Hawaii Capital Trust shall occur and be continuing, the Company may, at its optionoption and subject to receipt of prior approval of the Federal Reserve if then required under applicable capital guidelines or policies of the Federal Reserve, [if applicablesubject to the provisions of Section 11.07 and the other provisions of Article XI of the Indenture, insert - terminate the Trust and distribute the Junior Subordinated Debt Securities to the holders of the Trust Securities at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Event redeem this Securityor Capital Treatment Event, as the case may be, and, if such Tax Event or Capital Treatment Event, as the case may be, continues notwithstanding the taking of such actions, to prepay the Junior Subordinated Debt Securities in whole (but not in part, subject in the case of a redemption prior to the provisions of Article XI of the Indenture[ ], at a redemption price (the "Event Prepayment Price") equal to [describe formulationthe Make-Whole Amount plus accrued interest to but excluding the date fixed for redemption. The "Make-Whole Amount" will be equal to the greater of (i) 100% of the principal amount of such Junior Subordinated Debt Securities and (ii) as determined by a Quotation Agent (as defined below), the sum of the present values of the principal amount and premium payable as part of the Optional 36 27 Prepayment Price with respect to an optional redemption of such Junior Subordinated Debt Securities on [ ]., together with the present values of scheduled payments of interest from the redemption date to [ ] (the "Remaining Life"), in each case discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate. In the case of a redemption on or after [ ] following a Tax Event or a Capital Treatment Event, the 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 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions 37 28 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 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 (and to the Trustee if given by Holders), provided, however, that, in the case of the Securities of this series issued to a Bancorp Hawaii 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 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 38 29 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 Bancorp Hawaii 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. 39 30 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 any Person that acquires a beneficial interest in, this Security intend that such Security constitute indebtedness and agree to treat such Security as indebtedness for all United States Federal, state and local tax purposes. 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. 40 31
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4, 1997 2008 (herein called the "“Indenture"”), between the Company and The Bank of New YorkWilmington Trust 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 [If applicable, insert—By the terms of the Indenture, the Securities are issuable in series designated on that may vary as to amount, date of maturity, rate of interest, rank and in any other respect provided in the face hereof [if applicable, insert - limited in aggregate principal amount to $ ]. Indenture.] All terms used in this Security that are defined in the Indenture [if If applicable, insert - insert—or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "“Trust Agreement"”), for [PMI Capital ___ ,PrivateBancorp Trust] among THE PMI GROUPPRIVATEBANCORP, INC., as DepositorSponsor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if If applicable, insert - insert—or the Trust Agreement, as the case may bebe ]. [If applicable, insert - — The Company 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 principal amount thereof plus accrued and unpaid interest [if If applicable, insert --------------------- insert—including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Datedescribe rate reset.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation]Remarketing.] 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 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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. 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 (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a PrivateBancorp 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 (as defined in the Trust Agreement) of the Trust Preferred Securities of such PrivateBancorp Trust 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. 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 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 minimum denominations of $1,000 and any integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities 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 any Person that acquires a beneficial interest in, this Security agree that for U.S. federal, state and local tax purposes it is intended that this Security constitute indebtedness. The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of [Illinois].
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company designated as its __% Notes due, __________ 2005 (herein called the "Securities"), limited in aggregate principal amount to $______, issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4November __, 1997 1995 (herein called the "Indenture"), between the Company and The Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company 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 The Securities are not subject to redemption prior to maturity and do not have the benefit of any sinking fund obligations. If an Event of Default shall occur and be continuing, the principal of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of this Security is one or (ii) certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth therein. The Indenture permits, with certain exceptions 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 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. 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 Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in New York, 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. 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, Securities are exchangeable for a like aggregate principal amount of 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 affected by notice to the contrary. All terms used in this Security that which are defined in the Indenture [if applicable, insert - or shall have the meanings assigned to them in the Amended and Restated Trust Agreement, dated as Indenture. SECTION 204. Form of Trustee's Certificate of Authentication. This is one of the Securities referred to in the within-mentioned Indenture. __________________________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., 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, 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning Trustee By __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] 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.Authorized Officer
Appears in 1 contract
Samples: Dover Corp
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Senior Indenture, dated as of February 4__________ __, 1997 2000 (herein called the "Indenture"), between the Company and The Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 applicablehereof, insert - limited in aggregate principal amount to $ $[__________]. 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"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., 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]therein. [If applicable, insert - insert- The Company 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, time at a redemption price equal to 100% the [following prices, expressed in percentages of the principal amount thereof amount, plus accrued and unpaid interest interest, [if applicable, insert --------------------- including -including Additional Interest, if any,] to but excluding the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): . If redeemed during the 12-month period beginning _____ ______, : Redemption Year Price --------- ----------------- 20__ % 20__ 20__ 20__ 20__ 20__ 20__ 20__ 20__ 20__ and at 100% on or after _________, ___ __, together 20__] [Plus Make Whole Amount]. 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 case 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series to 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 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 redemption 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 (and to the Trustee if given by Holders) and upon any such declaration the principal amount of and the accrued interest to but excluding (including any Additional Interest) on all the Redemption DateSecurities of this series shall become immediately due and payable.] [If applicablethe 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). Such amount shall be equal to - insert - formula for determining the amount. Upon any such declaration, such amount of the occurrence principal of and during the continuation accrued interest (including any Additional Interest) on all the Securities of a --------------------- Tax Event this series shall become immediately due and payable.] 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 PMI Trustpayment 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 maymaintained under Section 10.2 of the Indenture duly endorsed by, at its optionor accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, [if applicablethe Holder hereof or his attorney duly authorized in writing, insert - at 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 time] [if applicablesuch registration of transfer or exchange, insert - before 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. The Securities of this series are issuable only in registered form without coupons in denominations of $_________, ------------- ____ and] within 90 days of and any integral multiple thereof. As provided in the occurrence of such Tax Event redeem this Security, in whole but not in part, Indenture and subject to the provisions of Article XI of the Indenturecertain limitations therein set forth, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series are exchangeable for the unredeemed portion hereof will be issued in the name a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder hereof upon surrendering the cancellation hereofsame. 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: First American Financial Corp
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Corporation (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4October 28, 1997 (herein called the "Indenture"), between the Company Corporation and The Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee, the Company 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 - insert--, limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________October 28, ____1997 (as modified, as amended (or supplemented from time to time, the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Issuer Trust] (the "Issuer Trust") among THE PMI GROUP, INC.the Corporation, as Depositor, and the Trustees named thereintherein 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 - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company Corporation 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amountamount hereof): If redeemed during the 12-month period beginning __________-------------, Redemption Year Price --------- ----------------- and thereafter at a Redemption Price equal to 100% on or after _________of the principal amount hereof, ____together, together in the case of any such redemption redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - Upon insert--In addition, upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Issuer Trust, the Company Corporation may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] 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 provisions terms and conditions of Article XI of the Indenture, at a redemption price equal to [describe formulationinsert formula].] In ]. [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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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 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. [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 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 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 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 due presentment of this Security for registration of transfer, 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 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: Scana Corp
Form of Reverse of Security. This Security is one of a duly authorized issue of securities Securities of the Company designated as its U.S.$750,000,000 7.25% Senior Notes due 2041 (herein called the "“Securities"), ”) issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4April 5, 1997 2011 (herein called the "“Indenture"”), between among the Company, the Guarantors named therein, Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”), as New York paying agent (the “New York Paying Agent”), as transfer agent (the “Transfer Agent”) and registrar (the “Registrar”), and The Bank of New YorkTokyo-Mitsubishi UFJ, Ltd., a corporation duly organized and existing under the laws of Japan, as Trustee principal paying agent (herein called the "Trustee"“Principal Paying Agent” and together with the New York Paying Agent, which term includes any successor trustee under the Indenture“Paying Agents”), . Reference is hereby made to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Guarantors, the Trustee the Transfer Agent, the Registrar, the Paying Agents 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 $ ]. All terms Terms used but not defined 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"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them Indenture. As provided in the Indenture [if applicableand subject to certain limitations therein set forth, insert - or the Trust Agreementobligations of the Company under the Indenture and this Security are guaranteed pursuant to the Guarantees set forth in the Indenture. Each Holder, as by holding this Security, agrees to all of the case may be]terms and provisions of said Guarantees. [If applicableThe Indenture provides that VPar shall be released from the relevant Guarantee upon compliance with certain conditions. Reference is hereby made to the Indenture for a statement of the respective rights, insert - limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders. The Company 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 the consent of the Holders of the Securities, create and issue additional Securities having the same terms and conditions as the Securities in all respects, except that the issue date, the issue price and the first payment of interest thereon may differ. Additional Securities issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Securities for all purposes hereof. If as a result of any Change of Law (as defined in the Indenture), (i) the Company is or penaltywould be required on the next succeeding Interest Payment Date to pay any Additional Amounts referred to in Section 10.10 of the Indenture, (ii) the issuers/borrowers of intercompany debt are or would be required on the next succeeding Interest Payment Date to pay additional amounts under such intercompany debt in excess of the additional amounts that the Company, VPar or VID would be obliged to pay if Taxes (excluding interest and penalties) were payable with respect to such payments of interest at a rate of 15.0% (or 12.5% as provided for in the treaty to avoid double taxation between Brazil and Japan), or (iii) any Guarantor is or would be required on the next succeeding Interest Payment Date to pay Brazilian withholding taxes in excess of a general rate of 15% (or 12.5% as provided for in the treaty to avoid double taxation between Brazil and Japan); and in any such case the payment of such excess amounts cannot be avoided by the use of any reasonable measures available to the Company or the Guarantors, the Securities may be repurchased, by the Company at the option of the Company, in whole, but not in part, upon not less than 30 nor more than 90 days’ notice mailed to the Holders (which notice shall be deemed given upon delivery of such notice to the Trustee), at any time following such Change of Law at a repurchase price equal to the principal amount thereof, plus accrued and unpaid interest, if any, to the date fixed for repurchase. The Company or the Guarantors will also pay to Holders of the Securities on the Redemption Date any Additional Amounts which are payable. Following such repurchase, the Securities will be cancelled, or remain Outstanding, at the Company’s election. Prior to the delivery of any notice of repurchase in accordance with the foregoing, the Company shall deliver to the Trustee and the Principal Paying Agent an Officer’s Certificate stating that the Company is entitled to effect such redemption based on an Opinion of Counsel or written advice of a qualified tax expert, that the Company has or will, or that there is a substantial probability that the Company has or will, become obligated to pay such Additional Amounts as a result of such Change of Law. Such notice, once delivered by the Company to the Trustee, will be irrevocable. The Company shall provide the Trustee with official acknowledgment of the relevant taxing authority (if such acknowledgement is not available, a certified copy thereof) evidencing the payment of Taxes in respect of which the Company has paid any Additional Amounts to the extent such documentation is issued therefore. Copies of such documentation shall be available to Holders of the Securities upon request thereof. The Company has the right at its option to redeem any of the Securities in whole or in part, at any time or from time to time prior to their maturity, on at least 30 days’ but not more than 60 days’ notice, at a redemption price equal to the greater of (1) 100% of the principal amount thereof 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 to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points (the “Make-Whole Amount”), plus in each case accrued interest and unpaid interest [if applicable, insert --------------------- including Additional InterestAmounts, if any,] , on the principal amount of the Securities to the Redemption Date.] [If applicabledate of redemption. In the case of a partial redemption of Securities that are represented by a Global Security, insert - the relevant Securities will be redeemed by lot and in accordance with the rules of DTC. The Company mayshall inform the Irish Stock Exchange in the event of a partial redemption. The Company or any of its Affiliates may at any time repurchase the Securities at any price in the open market or otherwise. The Company or any of its Affiliates may hold or resell the Securities it purchases or may surrender them to the Trustee for cancellation; provided, however, that any Securities surrendered by an Affiliate of the Company shall be cancelled by the Trustee pursuant to written instructions from the Company. [Include if Security is a Regulation S Global Security — If the holder of a beneficial interest in this Regulation S Global Security at its optionany time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security, on or after --------------------- _________such transfer may be effected, ____, and subject to the terms rules and conditions of Article XI procedures of the IndentureDepositary, redeem this Security Euroclear and Clearstream, in whole at any time or each case to the extent applicable and as in part effect from time to time, at only in accordance with the following Redemption Prices terms of this paragraph. Upon receipt by the Trustee, as Security Registrar of (expressed as percentages A) written instructions given by or on behalf of the Depositary in accordance with the rules and procedures of the Depositary, Euroclear and Clearstream, in each case to the extent applicable and as in effect from time to time directing the Trustee to credit or cause to be credited to a specified Agent Member’s account a beneficial interest in the Restricted Global Security in a specified principal amount and to cause to be debited from another specified Agent Member’s account a beneficial interest in this Regulation S Global Security in an equal principal amount): If redeemed during ; and (B) a certificate in substantially the 12-month period beginning __________form set forth in Exhibit B to the Indenture signed by or on behalf of the Agent Member holding such beneficial interest in this Regulation S Global Security, Redemption Year Price --------- ----------------- the Trustee, as Security Registrar, shall reduce the principal amount of this Regulation S Global Security and at 100% on or after _________, ____, together in increase the case principal amount of any the Restricted Global Security by such redemption with accrued interest to but excluding the Redemption Datespecified principal amount.] [Include if Security is a Restricted Global Security — If applicable, insert - Upon the occurrence and during the continuation holder of a --------------------- Tax Event beneficial interest in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - this Restricted Global Security wishes at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the occurrence of such Tax Event redeem this Regulation S Global Security, in whole but not in partsuch transfer may be effected, subject to the provisions of Article XI rules and procedures of the IndentureDepositary, at a redemption price equal Euroclear and Clearstream, in each case to [describe formulation].] In the event of redemption extent applicable and as in effect from time to time, only in accordance with the terms of this paragraph. Upon receipt by the Trustee, as 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.Registrar of:
Appears in 1 contract
Samples: Indenture (Votorantim Cimentos S.A.)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4[•], 1997 2024 (herein called the "“Indenture"”), between the Company and The U.S. Bank of New YorkTrust Company, National Association, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company 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 applicableapplicable insert —, insert - limited in aggregate principal amount to $ ]. 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"), for [PMI Capital ___ ,$[ ] among THE PMI GROUP, INC., 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 applicableapplicable insert — The Securities are subject to redemption at the election of the Holders thereof, insert - The Company may at any time, at its option, on in whole or ------------------ after _________, ____in part, and in limited circumstances at the election of the Company, in whole, as described in the Indenture.]. [The Securities are not otherwise subject to redemption prior to maturity and no sinking fund is provided for 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption DateSecurities.] [If applicablethe Security is subject to redemption of any kind, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] — 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 (1) the entire indebtedness of this Security or (2) 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 and overdue interest 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 by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable 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 or the Security Registrar 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. 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
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company designated as its 7.625% [Exchange]* Senior (Secured) Notes due 2011 (herein called the "Securities"), issued and to which may be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4, 1997 an indenture (herein called the "Indenture")) dated as of November 30, 2004 between the Company and The Bank of New YorkJPMorgan Chase Bank, N.A., 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 for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the TrusteeCompany, the Company 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 As provided for in aggregate principal amount to $ ]. 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"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., 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, 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 the Company may, subject to certain limitations, from time to time, without premium notice to or penaltythe consent of the Holders, create and issue Additional Securities so that such Additional Securities shall be consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as Securities originally issued. Any Additional Securities shall be issued with the benefit of any indenture supplemental to the Indenture. The Company will pay to the Holders such Additional Amounts as may become payable under Section 1013 of the Indenture. As provided in the Indenture, the Securities will initially be secured by the pledge to the Trustee pursuant to the Pledge Agreement of the Trust Bond issued by the Company under the Deed of Trust. Each Holder by accepting a Security shall be bound by and be entitled to the benefits of the Deed of Trust and the other Collateral Documents, as the same may be amended from time to time pursuant to the respective provisions thereof and of the Indenture. In the event that (i) on a pro forma basis giving effect to the release of the security for the Securities and any other Debt of the Company with similar release provisions, (A) no Debt of the Company would be outstanding and (B) there would be no availability to the Company under any bank credit facilities, operating credit facilities or swap agreements, in the case of each of (A) and (B) that is or are secured by a Lien of the Pledge Agreement or any Collateral Document or any other Lien on the Deed of Trust Collateral, (ii) the ratings assigned to the Securities by at least two of the three Rating Agencies are Investment Grade Ratings and (iii) no Default or Event of Default has occurred and is continuing under the Indenture, then, without the consent of the Holders, the Company may permanently terminate the Lien of the ---------- * Include only for Exchange Securities. Pledge Agreement or any Collateral Document and any other Lien on the Deed of Trust Collateral in accordance with the provisions of the Indenture. On or before each payment date, the Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in Canadian Dollars sufficient to pay the amount due on such payment date. The Securities will be subject to redemption upon not less than 30 nor more than 60 days' prior notice by first-class mail, at any time, as a whole or in part, in amounts of Cdn$1,000 or an integral multiple of Cdn$1,000, at the option of the Company, at a redemption price Redemption Price equal to the greater of: (1) 100% of the principal amount thereof of the Securities, and (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities (not including any portion of the payments of interest accrued as of 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 Canada Bond Rate plus 50 basis points, in each case plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] thereon to the Redemption Date.] [If applicable, insert - all as provided in the Indenture. The Company may, at its option, on or after --------------------- _________, ____, and Securities will also be subject to the terms and conditions of Article XI of the Indentureredemption as a whole, 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): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject at the option of the Company at any time, on not less than 30 nor more than 60 days' prior written notice, at 100% of the principal amount plus accrued interest to the provisions of Article XI Redemption Date, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable in respect of the IndentureSecurities, any Additional Amounts as a result of certain changes affecting Canadian withholding taxes. 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 the Holders of record of such Securities, or one or more Predecessor Securities, at a the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption price equal and payment provision is made in accordance with the Indenture shall cease to [describe formulation].] bear interest from and after the Redemption Date. In the event of redemption of this Security in part only, a new replacement Security or Securities of this series for the unredeemed portion hereof will shall be issued in the name of the Holder hereof upon the cancellation hereof.. If an Event of Default (other than an Event of Default resulting from a Change in Control Triggering Event which is cured by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. In addition, it shall be an Event of Default under the Indenture if a Change in Control Triggering Event occurs on or prior to the Maturity of the Securities. The Securities may be accelerated following such an Event of Default as provided in the Indenture unless the Company (or a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Securities and purchases the Securities for the Change in Control Purchase Price in cash on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event from a Holder who delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any Change in Control Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the terms and provisions of the Indenture. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) 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 the rights of the Holders 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 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 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 on the Security Register of the Company, upon surrender of this Security for registration of transfer at the offices or agencies of the Company maintained for such purpose in The City of New York or elsewhere 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 its attorney duly authorized in writing, and thereupon one or more replacement Securities, 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 Cdn$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 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 or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to 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 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. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. TRUSTEE'S CERTIFICATE OF AUTHENTICATION JPMorgan Chase Bank, N.A., as Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK, N.A. By _________________________________ Authorized Officer ARTICLE THREE THE SECURITIES
Appears in 1 contract
Samples: Rogers Wireless Inc
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4, 1997 2009 (herein called the "“Indenture"”), between the Company and The Bank of New YorkWilmington Trust 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 [If applicable, insert—By the terms of the Indenture, the Securities are issuable in series designated on that may vary as to amount, date of maturity, rate of interest, rank and in any other respect provided in the face hereof [if applicable, insert - limited in aggregate principal amount to $ ]. Indenture.] All terms used in this Security that are defined in the Indenture [if I/applicable, insert - insert—or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "“Trust Agreement"”), for [PMI Capital ___ ,Bridge Bancorp Trust] among THE PMI GROUPBRIDGE BANCORP, INC., as DepositorSponsor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if If applicable, insert - insert—or the Trust Agreement, as the case may be]. [If applicable, insert - — The Company 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 principal amount thereof plus accrued and unpaid interest [if If applicable, insert --------------------- insert—including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Datedescribe rate reset.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation]Remarketing.] 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 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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. 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 (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Bridge Bancorp 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 (as defined in the Trust Agreement) of the Trust Preferred Securities of such Bridge Bancorp Trust 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. 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 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 minimum denominations of $1,000 and any integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth. Securities 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 any Person that acquires a beneficial interest in, this Security agree that for U.S. federal, state and local tax purposes it is intended that this Security constitute indebtedness. The Indenture and this Security shall be governed by and construed and interpreted in accordance with the laws of the State of New York.
Appears in 1 contract
Samples: Bridge Statutory Capital Trust I
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4, 1997 (herein called the "Indenture"), between the Company and The Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 $ ]. 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 ___________, ____1996, as amended (the "Trust Agreement"), for [PMI Chase Capital ___ ,] I among THE PMI GROUP, INC.The Chase Manhattan 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, 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 principal amount thereof plus accrued and unpaid interest [if applicableinterest, insert --------------------- including Additional Interest, if any,] any to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - . Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI a Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] 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 [describe formulation].] 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 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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
Appears in 1 contract
Samples: Chase Capital Iii
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4___________, 1997 1996 (herein called the "Indenture"), between the Company and The Bank of New YorkBankers Trust 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 $ ]. ------------- All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, ______, as amended (the "Trust Agreement"), for [PMI BankAmerica Capital ___ __________,] among THE PMI GROUP, INC.BANKAMERICA CORPORATION, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- insert--including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - insert-The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - insert--Upon the occurrence and during the continuation of a --------------------- Tax Event or Capital Treatment Event in respect of the PMI a BankAmerica Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before time][before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event or Capital Treatment 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 [describe formulation].] 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 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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 (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a BankAmerica 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 Preferred Securities of such BankAmerica Trust 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), provided that, in the case of the Securities of this series issued to a BankAmerica 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 Preferred Securities of such BankAmerica Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be calculated by the Company and 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 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 minimum denominations of $[25] 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 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. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA[, EXCEPT THAT THE RIGHTS, DUTIES AND OBLIGATIONS OF THE TRUSTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK].
Appears in 1 contract
Samples: Bankamerica Capital Viii
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4March 5, 1997 2020 (herein called the "“Indenture"”), between the Company and The U.S. Bank of New YorkN.A., as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company 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 applicableapplicable insert —, insert - limited in aggregate principal amount to $ ]. 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"), for [PMI Capital ___ ,$[ ] among THE PMI GROUP, INC., 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 applicableapplicable insert — The Securities are subject to redemption at the election of the Holders thereof, insert - The Company may at any time, at its option, on in whole or ------------------ after _________, ____in part, and in limited circumstances at the election of the Company, in whole, as described in the Indenture.]. [The Securities are not otherwise subject to redemption prior to maturity and no sinking fund is provided for 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption DateSecurities.]] [If applicablethe Security is subject to redemption of any kind, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] — 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 (1) the entire indebtedness of this Security or (2) 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 and overdue interest 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 by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable 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]. No service charge shall be made for any such registration of transfer or exchange, but the Company or the Security Registrar 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. 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 (GFL Environmental Inc.)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4_________, 1997 199__ (herein called the "Indenture"), between the Company and The Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 applicablehereof, insert - limited in aggregate principal amount to $ ]$________________. 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"), for [PMI HL&P Capital ___ ,] Trust [ ], among THE PMI GROUP, INC.Houston Lighting & Power Company, 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, on redemption provisions for each series of Securities shall be established by or ------------------ after _________, ____, and subject pursuant to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time a Board Resolution or in part from time to time, without premium one or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Securitymore indentures supplemental hereto, in whole but not each case in part, subject to accordance with the provisions of Article XI of the this Indenture, at a redemption price equal to [describe formulation].] . 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 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series to be affected by such supplemental indenture and, under certain circumstances, in the case of Securities of a Series issued to an HL&P Trust, the consent of holders of at least a majority in Aggregate Liquidation Amount of Preference Securities then Outstanding. 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, and in the case of Securities of a Series issued to an HL&P Trust, the Holders of Preference Securities issued by such HL&P 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 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 (and premium, if any) 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 an HL&P 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 (and premium, if any) 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 Preference 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 (and premium, if any) 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 premium, if any) 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 (and premium, if any) 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 an HL&P 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 Preference Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee. Upon any such declaration, such amount of the principal of (and premium, if any) 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 premium, if any) 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 premium, if any) 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 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 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. 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, the 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 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. 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: Hl&p Capital Trust Iv
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4_____ __, 1997 2001 (herein called the "Indenture"), between the Company and The Bank of New YorkBankers Trust 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company 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 $ ]. All terms used in this Security that are defined in the Indenture [or, if applicablenot defined in the Indenture, insert - or in the Amended and Restated Trust Agreement, Agreement dated as of __________ __, ____2001 (as modified, as amended (or supplemented from time to time the "Trust Agreement"), for [PMI relating to Allegiant Capital ___ ,] Trust II (the "Issuer Trust") among THE PMI GROUP, INC.the Company, as Depositor, and the Trustees named therein, 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 may at any time, at its option, has the right to redeem this Security (a) on or ------------------ after ________ __, ____2006, 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security (b) in whole (but not in part), at any time or in part from time to time, at the within 180 days following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event, Investment Company Event or Capital Treatment Event, in respect each case at the Redemption Price described below, and subject to prior regulatory approval, if required. The Redemption Price shall equal 100% of the PMI Trustprincipal amount hereof being redeemed, together with accrued interest to but excluding the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] date fixed for redemption. 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, with the consent of the Holders of 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 principal amount of the Securities at the time Outstanding, 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 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, insert - 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 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 Company (and to the Trustee if given by Holders), provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities to be immediately due and payable, the holders of at least 25% 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 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 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 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 may declare an amount of principal of the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities to be immediately due and payable, the Holders of at least 25% 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 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
Appears in 1 contract
Samples: Allegiant Capital Trust Ii
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4________ __, 1997 (herein called the "Indenture"), between the Company and The Bank of New YorkBankers Trust 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company 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 security is one of the series designated on the face hereof [if applicablehereof, insert - limited in aggregate principal amount to $ ]$__________. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, Agreement dated as of __________ __, ____1997 (as modified, as amended (or supplemented from time to time the "Trust Agreement"), for [PMI relating to GBCI Capital ___ ,] Trust (the "Issuer Trust") among THE PMI GROUP, INC.the Company, as Depositor, and the Trustees named therein, 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 may at any time, at its option, has the right to redeem this Security (i) 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security (ii) in whole (but not in part), at any time or in part from time to time, at the within 90 days following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event Event, Investment Company Event, or Capital Treatment Event, in respect each case at the Redemption Price described below, and subject to possible regulatory approval. The Redemption Price shall equal 100% of the PMI Trustprincipal amount hereof being redeemed, together with accrued interest to but excluding the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] date fixed for redemption. 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, with 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 principal amount of the Securities at the time Outstanding, 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 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, insert--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 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 Company (and to the Trustee if given by Holders), provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities to be immediately due and payable, the holders of at least 25% 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 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 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 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 may declare an amount of principal of the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities to be immediately due and payable, the Holders of at least 25% 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 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 shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the 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 -19- 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 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 like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities 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 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 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: Gold Banc Corp Inc
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February December 4, 1997 1996 (herein called the "Indenture"), between the Company and The Bank of New YorkBankers Trust 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 $ $_________ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ insert name of related KeyCorp Trust ,] among THE PMI GROUP, INC.KEYCORP, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- insert--including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - insert--The Company maymay 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, at the following Redemption Prices (expressed as percentages of the principal amount): ) together with accrued interest to but excluding the date fixed for redemption. If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - insert--Upon the occurrence and during the continuation of a --------------------- Tax Event or Capital Treatment Event in respect of the PMI a KeyCorp Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before time][before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event or Capital Treatment 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 [describe formulation].] 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 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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, 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 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 that, in the case of the Securities of this series issued to a KeyCorp 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 Capital Securities of such KeyCorp Trust 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, 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 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), provided that, in the case of the Securities of this series issued to a KeyCorp 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 Capital Securities of such KeyCorp Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be calculated by the Company and 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 (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 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 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 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 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 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. 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
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4____________, 1997 1996 (herein called the "Indenture"), between the Company and The Bank of New YorkBankers Trust 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 $ $__________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, _______, as amended (the "Trust Agreement"), for [PMI BankAmerica Capital ___ __________,] among THE PMI GROUP, INC.BANKAMERICA CORPORATION, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- insert--including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - insert-The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12I 2-month period beginning _beginning_________, Redemption Year Price --------- ----------------- ---- ----- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - insert--Upon the occurrence and during the continuation of a --------------------- Tax Event or Capital Treatment Event in respect of the PMI a BankAmerica Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before time][before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event or Capital Treatment 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 [describe formulation].] 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 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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 (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a BankAmerica 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 Preferred Securities of such BankAmerica Trust 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), provided that, in the case of the Securities of this series issued to a BankAmerica 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 Preferred Securities of such BankAmerica Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be calculated by the Company and 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 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 minimum denominations of $[25] 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 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. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, EXCEPT THAT THE RIGHTS, DUTIES AND OBLIGATIONS OF THE TRUSTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: Indenture (Bankamerica Corp/De/)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Corporation (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4October 28, 1997 (herein called the "Indenture"), between the Company Corporation and The Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee, the Company 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 - insert--, limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________October 28, ____1997 (as modified, as amended (or supplemented from time to time, the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Issuer Trust] (the "Issuer Trust") among THE PMI GROUP, INC.the Corporation, as Depositor, and the Trustees named thereintherein 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 - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company Corporation 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amountamount hereof): If redeemed during the 12-month period beginning _____________, Redemption Year Price --------- ----------------- and thereafter at a Redemption Price equal to 100% on or after _________of the principal amount hereof, ____together, together in the case of any such redemption redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - Upon insert--In addition, upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Issuer Trust, the Company Corporation may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] 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 provisions terms and conditions of Article XI of the Indenture, at a redemption price equal to [describe formulationinsert formula].] In ]. [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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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 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. 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 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 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 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 due presentment of this Security for registration of transfer, 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 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: South Carolina Electric & Gas Co
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), ) issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4November 27, 1997 1996 (herein called the "Indenture"), between the Company and The Bank of New YorkBankers Trust 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 $ $___________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ____________, ____, as amended (the "Trust Agreement"), for [PMI BankAmerica Capital ___ ______,] among THE PMI GROUP, INC.BANKAMERICA CORPORATION, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- insert--including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - insert--The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, . Redemption Year Price --------- ----------------- ---- ----- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - insert--Upon the occurrence and during the continuation of a --------------------- Tax Event or Capital Treatment Event in respect of the PMI a BankAmerica Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event or Capital Treatment 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 [describe formulation].] 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 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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 (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a BankAmerica 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 Capital Securities of such BankAmerica Trust 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 XXIII 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), provided that, in the case of the Securities of this series issued to a BankAmerica 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 Capital Securities of such BankAmerica Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be calculated by the Company and 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 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 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 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 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. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, EXCEPT THAT THE RIGHTS, DUTIES AND) OBLIGATIONS OF THE TRUSTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: Indenture (Bankamerica Corp/De/)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4[September ], 1997 1997, as supplemented by an Officers' Certificate dated as of [ ], (herein called the "Indenture"), between the Company and The Bank of New York[Bankers Trust Company], as Trustee (herein called the "Trustee", which term includes any successor trustee Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 hereof[if applicable, insert - limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or insert--and in the Amended and Restated Declaration of Trust Agreementof [insert the applicable BancorpSouth Capital Trust ], dated as of ___________[September ], ____1997, as amended (the "Trust AgreementAmended and Restated Declaration of Trust"), for [PMI Capital ___ ,] among THE PMI GROUPBancorpSouth, INC.Inc., as Depositor, and the Trustees named therein, ,] shall have the meanings assigned to them in the Indenture [if applicableor, insert - or to the Trust Agreementextent not defined in the Indenture, the Amended and Restated Declaration of Trust, as the case may be]. [If applicable, insert - The insert--On or after , the Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the IndentureIndenture 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 in part from time to time, without premium or penaltytime prior to maturity, at a redemption price (the "Optional Prepayment Price") equal to 100% the following prices, expressed in percentages of the principal amount thereof plus of the Securities together with accrued and but unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to but excluding the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): 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 _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence insert-- If a Tax Event, a Regulatory Capital Event or an Investment Company Event (each a "Special Event") shall occur and during the continuation of a --------------------- Tax Event in respect of the PMI Trustbe continuing, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days option and subject to receipt of prior approval of the occurrence Regulatory Authorities if then required under applicable capital guidelines or policies of such Tax Event redeem this Security, in whole but not in part, 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 redemption prepayment price (the "Special Event Prepayment Price") equal to [describe formulation].] 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 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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 aggregate principal amount of the Outstanding Securities of this series may declare the aggregate 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 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 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 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 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
Appears in 1 contract
Samples: Indenture (Bancorpsouth Inc)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities Securities of the Company St. Xxxx, designated as its [ ]% Junior Subordinated Debentures Due 2050 (herein called the "SecuritiesSECURITIES"), limited in aggregate principal amount to $[ ], issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4[ ], 1997 2001 (herein called the "IndentureINDENTURE"), between the Company The St. Xxxx Companies, Inc., a Minnesota corporation ("THE ST. XXXX") and The Bank of New YorkJPMorgan Chase Bank, not in its individual capacity but solely as Trustee (herein called the "TrusteeTRUSTEE", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of The St. Xxxx, the Trustee, the Company and the Holders of the Securities, 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 is one of which are defined in the series designated on Indenture shall have the face hereof [if applicable, insert - limited respective meanings assigned to them in aggregate principal amount to $ ]the Indenture. All terms used in this Security that which are not defined in the Indenture but are defined in the Indenture [if applicableform of Declaration (as executed by the parties thereto, insert - or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust AgreementDECLARATION"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., ) attached as Depositor, and the Trustees named therein, Annex A thereto shall have the respective meanings assigned to them in the Indenture [if applicablesuch form of Declaration. The indebtedness evidenced by this Security is, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of extent provided in the Indenture, redeem subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, is issued subject to the provisions of Article XI 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 behalf to take such action as may be necessary or appropriate to effectuate the 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, 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, with certain exceptions as therein provided, the 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 by The St. Xxxx and the Trustee with the consent of the Holders of a redemption price equal 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, to [describe formulation].] In waive certain past defaults under the event of redemption 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 part onlyexchange herefor or in lieu hereof, a new 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 Securities of the 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 series 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 unredeemed portion hereof 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 $25 and any -24- integral multiple thereof. As provided in the name 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. 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 upon for all purposes, whether or not this Security be overdue, and neither The St. Xxxx, the cancellation hereofTrustee nor any such agent shall be affected by notice to the contrary.
Appears in 1 contract
Samples: St Paul Companies Inc /Mn/
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4August 2, 1997 1999 (herein called the "Indenture"), between the Company and The Bank of New YorkBankers Trust 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company 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 $ ]. All terms used in this Security that are defined in the Indenture [or, if applicablenot defined in the Indenture, insert - or in the Amended and Restated Trust Agreement, Agreement dated as of ___________August 2, ____1999 (as modified, as amended (or supplemented from time to time the "Trust Agreement"), for [PMI relating to Allegiant Capital ___ ,] Trust I (the "Issuer Trust") among THE PMI GROUP, INC.the Company, as Depositor, and the Trustees named therein, 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 may at any time, at its option, on or ------------------ after _________, ____, and subject has the right to the terms and conditions of Article XI of the Indenture, redeem this Security (a) on or after August 2, 2004, 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security (b) in whole (but not in part), at any time or in part from time to time, at the within 90 days following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event Event, Investment Company Event, or Capital Treatment Event, in respect each case at the Redemption Price described below, and subject to prior regulatory approval, if required. The Redemption Price shall equal 100% of the PMI Trustprincipal amount hereof being redeemed, together with accrued interest to but excluding the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] date fixed for redemption. 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, with the consent of the Holders of 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 principal amount of the Securities at the time Outstanding, 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 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, insert - 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 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 Company (and to the Trustee if given by Holders), provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities to be immediately due and payable, the holders of at least 25% 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 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 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 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 may declare an amount of principal of the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities to be immediately due and payable, the Holders of at least 25% 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 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 shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (a) of the amount of principal so declared due and payable and (b) 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 like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided in the Indenture, and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities 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 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 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: Allegiant Bancorp Inc
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4July 31, 1997 2001 (herein called the "Indenture"), between the Company and The Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 $ $_____________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust AgreementDeclaration of Trust, dated as of __________ __, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] __________________, among THE PMI GROUP, INC.Comerica Incorporated, as DepositorSponsor, 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, 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- - including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event, Investment Company Event or a Regulatory Capital Event in respect of the PMI a Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Event, Investment Company Event or Regulatory Capital 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 [describe formulation].] 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 100% of the Holder hereof upon principal amount thereof plus accrued and unpaid interest, including Additional Interest, if any, to the cancellation hereofRedemption Date.]
Appears in 1 contract
Samples: Comerica Inc /New/
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4_______ __, 1997 1999 (herein called the "Indenture"), between the Company and The Bank of New YorkChase Manhattan Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 $ $_____________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust AgreementDeclaration of Trust, dated as of __________ __, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] PROVIDENT CAPITAL TRUST , among THE PMI GROUPProvident Financial Group, INC.Inc., 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, 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including -including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event, Investment Company Event or a Regulatory Capital Event in respect of the PMI a Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Event, Investment Company Event or Regulatory Capital 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 [describe formulation]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 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series to 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 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 (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a 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 Capital 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), provided that, in the case of the Securities of this series issued to a 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 Capital 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 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 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. 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 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. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Success Bancshares (herein called the "SecuritiesSECURITIES"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4__________ __, 1997 1998 (herein called the "IndentureINDENTURE"), between the Company Success Bancshares and The Bank of New YorkBankers Trust Company, as Trustee (herein called the "TrusteeTRUSTEE", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of Success Bancshares, the Trustee, the Company holders of Senior and Subordinated 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 $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, Agreement dated as of __________ __, ____1998 (as modified, as amended (or supplemented from time to time, the "Trust AgreementTRUST AGREEMENT"), for [PMI relating to Success Capital ___ ,] Trust I ("SUCCESS CAPITAL") among THE PMI GROUP, INC.Success Bancshares, as Depositor, and the Trustees named therein, 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 may at any time, at its option, Success Bancshares has the right to redeem this Security (i) on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security 2003 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security (ii) in whole (but not in part), at any time or in part from time to time, at the within 90 days following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event Event, Investment Company Event, or Capital Treatment Event, in respect each case at the Redemption Price described below, and subject to prior regulatory approval, if required. The Redemption Price shall equal 100% of the PMI Trustprincipal amount hereof being redeemed, together with accrued interest to but excluding the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] date fixed for redemption. 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 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, with 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 principal amount of the Securities at the time Outstanding, on behalf of the Holders of all Securities, to waive compliance by Success Bancshares 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.
Appears in 1 contract
Samples: Success Bancshares Inc
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4[•], 1997 2022 (herein called the "“Indenture"”), between the Company and The U.S. Bank of New YorkN.A., as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company 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 applicableapplicable insert —, insert - limited in aggregate principal amount to $ ]. 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"), for [PMI Capital ___ ,$[ ] among THE PMI GROUP, INC., 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 applicableapplicable insert — The Securities are subject to redemption at the election of the Holders thereof, insert - The Company may at any time, at its option, on in whole or ------------------ after _________, ____in part, and in limited circumstances at the election of the Company, in whole, as described in the Indenture.]. [The Securities are not otherwise subject to redemption prior to maturity and no sinking fund is provided for 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption DateSecurities.] [If applicablethe Security is subject to redemption of any kind, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] — 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 (1) the entire indebtedness of this Security or (2) 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 and overdue interest 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 by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable 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 or the Security Registrar 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. 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
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company 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 a the Junior Subordinated Indenture, dated as of February 4______, 1997 20___ (herein called the "Indenture"), between among the Company Corporation, Popular, Inc., as Guarantor, and The Bank of New YorkYork 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Guarantor, the Trustee, the Company 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 $ ]. 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 __________ __, 20_____ (as modified, as amended (or supplemented from time to time, the "Trust Agreement"), for [PMI relating to Popular North America Capital ___ ,] Trust I (the "Issuer Trust") among THE PMI GROUP, INC.the Corporation, as Depositor, and Popular, Inc., as Guarantor, the Trustees named thereintherein 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 may at any timeCorporation may, 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, Indenture and subject to the terms and conditions of Article XI Corporation having received prior approval of the IndentureFederal Reserve if then required under applicable capital guidelines or policies, redeem this Security in whole at any time or in part from time to time, at a Redemption Price equal to the following Redemption Prices greater of (expressed as percentages i) 100% of the principal amount): If amount of this Security being redeemed during or (ii) as determined by a Quotation Agent (as defined below), the 12sum 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-month period beginning annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus __________%, Redemption Year Price --------- ----------------- and at 100% on or after _________plus, ____, together in the case of any such redemption with either (i) or (ii), accrued and unpaid interest thereon to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] 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.
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "SecuritiesSECURITIES"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4_______, 1997 1998 (herein called the "IndentureINDENTURE"), between the Company and The Bank of New YorkBankers Trust Company, as Trustee (herein called the "TrusteeTRUSTEE", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company 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 applicableIF APPLICABLE, insert - INSERT--, limited in aggregate principal amount to $ $_________]. All terms used in this Security that are defined in the Indenture [if applicableIF APPLICABLE, insert - INSERT-- or in the Amended and Restated Trust Agreement[insert name of trust agreement], dated as of ___________, _______ (as modified, as amended (or supplemented from time to time the "Trust AgreementTRUST AGREEMENT"), for relating to [PMI Capital ___ ,INSERT NAME OF ISSUER TRUST] [the ("ISSUER TRUST") among THE PMI GROUP, INC.the Company, as Depositor, and the Trustees named therein, 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 applicableIF APPLICABLE, insert - INSERT--or the Trust Agreement, as the case may be]. [If applicableIF APPLICABLE, insert - INSERT--The Company may at any time, at its option, on or ------------------ after _________, ____, and subject has the right to the terms and conditions of Article XI of the Indenture, redeem this Security (i) on or after 2003, 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security (ii) in whole (but not in part), at any time or in part from time to time, at the within 90 days following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI TrustEvent, the Investment Company mayEvent, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Securityor Capital Treatment Event, in whole but not in parteach case at the Redemption Price described below, and subject to possible regulatory approval.] The Redemption Price in the provisions case of Article XI of the Indenture, at a redemption price 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. [describe formulation].] 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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.
Appears in 1 contract
Samples: Fidbank Capital Trust I
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4__________, 1997 2000 (herein called the "Indenture"), between the Company and The Bank of New YorkBankers Trust 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company 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 applicablehereof, insert - limited in aggregate principal amount to $ ]$______________. All terms used in this Security that are defined in the Indenture [or, if applicablenot defined in the Indenture, insert - or in the Amended and Restated Trust Agreement, Agreement dated as of ___________, ____2000 (as modified, as amended (or supplemented from time to time the "Trust Agreement"), for [PMI Capital ___ ,] relating to Provident Trust II (the "Issuer Trust") among THE PMI GROUP, INC.the Company, as Depositor, and the Trustees named therein, 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 may at any time, at its option, has the right to redeem this Security (i) on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture2005, 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security (ii) in whole (but not in part), at any time or in part from time to time, at the within 90 days following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event Event, Investment Company Event, or Capital Treatment Event, in respect each case at the Redemption Price described below, and subject to possible regulatory approval. The Redemption Price shall equal 100% of the PMI Trustprincipal amount hereof being redeemed, together with accrued interest to but excluding the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] date fixed for redemption. 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, with 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 principal amount of the Securities at the time Outstanding, 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 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, insert - 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 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 Company (and to the Trustee if given by Holders), provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount (as defined in the Trust Agreement) of the Preferred 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 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 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 may declare an amount of principal of the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities to be immediately due and payable, the Holders of at least 25% in aggregate Liquidation Amount (as defined in the Trust Agreement) of the Preferred 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 shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the 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 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 like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities 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 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 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: Provident Trust Ii
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated the Senior Indenture, dated as of February 4___________, 1997 (herein called the "Indenture"), between the Company and The Chase Manhattan Bank 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company 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 - insert--, limited in aggregate principal amount to $ $______]. 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"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture. The terms of this Security include those stated in the Indenture [if applicable, insert - or and those made a part of the Indenture by reference to the Trust Agreement, as Indenture Act. This Security is subject to all such terms and the case may be]Holder of this Security is referred to the Indenture and the Trust Indenture Act for a statement of such terms. [If applicable, insert - insert--The Company 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 principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at insert-- the following Redemption Prices (expressed as percentages of the principal amountamount hereof): If redeemed during the 12-month period beginning _____________, Redemption Year Price --------- ----------------- ---- ----- and thereafter at a Redemption Price equal to 100% on or after _________of the principal amount hereof, ____together, together in the case of any such redemption redemption, with accrued interest to but excluding the date fixed for redemption,] [a Redemption DatePrice equal to 100% of the principal amount hereof, together, in the case of any such redemption, with accrued interest to but excluding the date fixed for redemption.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, Security is subject to the provisions redemption of Article XI of the Indentureany kind, at a redemption price equal to [describe formulation].] 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] 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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, 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 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); and upon any such declaration the principal amount of and the accrued interest on all the Securities of this series shall become immediately due and payable.] [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.] 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, any premium and interest on and any Additional Amounts with respect to 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. 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 none of the Company, the Trustee or any such agent shall be affected by notice to the contrary. 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: MRM Capital Trust Iii
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4, 1997 (herein called the "“Indenture"”), between the Company and The Bank of New YorkWilmington Trust 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 for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 [If applicable, insert—By the terms of the Indenture, the Securities are issuable in series designated on that may vary as to amount, date of maturity, rate of interest, rank and in any other respect provided in the face hereof [if applicable, insert - limited in aggregate principal amount to $ ]. Indenture.] All terms used in this Security that are defined in the Indenture [if I/applicable, insert - insert—or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "“Trust Agreement"”), for [PMI Capital ___ ,Xxxxx Bancorp Trust] among THE PMI GROUPXXXXX BANCORP, INC., as DepositorSponsor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if If applicable, insert - insert—or the Trust Agreement, as the case may be]. [If applicable, insert - — The Company 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 principal amount thereof plus accrued and unpaid interest [if If applicable, insert --------------------- insert—including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Datedescribe rate reset.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation]Remarketing.] 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 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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. 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 (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to an Xxxxx Bancorp 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 (as defined in the Trust Agreement) of the Trust Preferred Securities of such Xxxxx Bancorp Trust 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. 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 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 minimum denominations of $1,000 and any integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth. Securities 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 any Person that acquires a beneficial interest in, this Security agree that for U.S. federal, state and local tax purposes it is intended that this Security constitute indebtedness. The Indenture and this Security shall be governed by and construed and interpreted in accordance with the laws of the State of New York.
Appears in 1 contract
Samples: Indenture (Evans Capital Trust III)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4March 31, 1997 1998 (herein called the "Indenture"), between the Company and The Bank of New YorkChase Manhattan Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company 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 - insert--, limited in aggregate principal amount to $ $________ ]. 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] [if applicable, insert -- or in the Amended and Restated Trust Registration Rights Agreement, dated as of ___________, ____, as amended _ (the "Trust Registration Rights Agreement"), for among the Company, [PMI Capital ___ ,insert name of Issuer Trust] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein[insert name of initial purchaser]], shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement [if applicable, insert -- or the Registration Rights Agreement], as the case may be]. [If applicable, insert - insert--The Company may at any time, at its option, has the right to redeem this Security (i) 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(ii) in whole (but not in part), at any time within 90 days following the occurrence and during the continuation of a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicableTax Event, insert --------------------- including Additional InterestInvestment Company Event, if any,] to or Capital Treatment Event, in each case at the Redemption DatePrice described below, and subject to possible regulatory approval.] [If applicable, insert - The Company may, at its option, insert--In the case of a redemption 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, at Redemption Price shall equal the following Redemption Prices (prices, expressed as in percentages of the principal amount): If 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 at 100% on or after _________, _. In the case of a redemption on or after __________ following a Tax Event, together in 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 any such 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 Redemption Date.] [If applicabledate fixed for redemption, insert - Upon which Make-Whole Amount will be equal to the occurrence and during the continuation greater of a --------------------- Tax Event in respect (i) 100% of the PMI Trustprincipal amount hereof, and (ii) as determined by a Quotation Agent (as defined in the Trust Agreement), the Company maysum of the present values of the principal amount hereof and premium, at its optionif any, [if applicable, insert - at any time] [if applicable, insert - before 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 ____ and] within 90 days of the occurrence of such Tax Event redeem this Security________, in whole but not 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 part, the Trust Agreement).] [If the Security is subject to the provisions redemption of Article XI of the Indentureany kind, at a redemption price equal to [describe formulation].] 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.]
Appears in 1 contract
Samples: City Holding Capital Trust Ii
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4December __, 1997 1996 (herein called the "Indenture"), between the Company and The Bank of New YorkChase Manhattan Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company 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 applicablehereof, insert - limited in aggregate principal amount to $ ]. 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 _________December __, ____1996, as amended (the "Trust Agreement"), for [PMI Mellon Capital ___ ,] I, among THE PMI GROUP, INC.Mellon Bank 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, on or ------------------ after _______December __, ____2001, 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 principal amount thereof plus accrued and unpaid interest [if applicableinterest, insert --------------------- including Additional Interest, if any,] , to the Redemption Date.] [If applicable, insert - The Company may, 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, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - . Upon the occurrence and during the continuation of a --------------------- Tax Event or a Capital Treatment Event in respect of the PMI a Mellon Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Event or Capital Treatment 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 [describe formulation].] 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 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, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to 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 (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Mellon 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 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), provided that, in the case of the Securities of this series issued to a Mellon 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 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 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 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. The Securities of this series are issuable only in registered form without coupons in denominations of $25 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 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. 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: Mellon Capital Iii
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "SecuritiesSECURITIES"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4July 20, 1997 1998 (herein called the "IndentureINDENTURE"), between the Company and The Bank of New YorkChase Manhattan Bank, as Trustee (herein called the "TrusteeTRUSTEE", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company 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 applicableIF APPLICABLE, insert - INSERT--, limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicableIF 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] [IF APPLICABLE, INSERT -- or in the Amended and Restated Trust Registration Rights Agreement, dated as of ___________, ____, as amended _ (the "Trust Registration Rights Agreement"), for among the Company, [PMI Capital ___ ,INSERT NAME OF ISSUER TRUST] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein[INSERT NAME OF INITIAL PURCHASER]], shall have the meanings assigned to them in the Indenture [if applicableIF APPLICABLE, insert - INSERT--or the Trust Agreement [IF APPLICABLE, INSERT -- or the Registration Rights Agreement], as the case may be]. [If applicableIF APPLICABLE, insert - INSERT--The Company may at any time, at its option, has the right to redeem this Security (i) 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(ii) in whole (but not in part), at any time within 90 days following the occurrence and during the continuation of a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicableTax Event, insert --------------------- including Additional InterestInvestment Company Event, if any,] to or Capital Treatment Event, in each case at the Redemption DatePrice described below, and subject to possible regulatory approval.] [If applicableIF APPLICABLE, insert - The Company may, at its option, INSERT--In the case of a redemption 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, at Redemption Price shall equal the following Redemption Prices (prices, expressed as in percentages of the principal amount): If 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 at 100% on or after _________, _. In the case of a redemption on or after __________ following a Tax Event, together in 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 any such 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 Redemption Date.] [If applicabledate fixed for redemption, insert - Upon which Make-Whole Amount will be equal to the occurrence and during the continuation greater of a --------------------- Tax Event in respect (i) 100% of the PMI Trustprincipal amount hereof, and (ii) as determined by a Quotation Agent (as defined in the Trust Agreement), the Company maysum of the present values of the principal amount hereof and premium, at its optionif any, [if applicable, insert - at any time] [if applicable, insert - before 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 ____ and] within 90 days of the occurrence of such Tax Event redeem this Security________, in whole but not in part, subject each case discounted to the provisions date fixed for redemption on a [monthly] [quarterly] [semi-annual] basis (assuming a 360-day year consisting of Article XI of 30-day months) at the Indenture, at a redemption price equal to [describe formulation]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.]
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Samples: United Community Capital Trust
