EXHIBIT 4.18
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UNUMPROVIDENT CORPORATION
AND
THE CHASE MANHATTAN BANK
as Trustee
__________________________________________________
FIRST SUPPLEMENTAL INDENTURE
March 9, 2001
__________________________________________________
Supplement to Indenture dated as of March 9, 2001
(Senior Debt Securities)
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FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of March 9, 2001, by and between
UNUMPROVIDENT CORPORATION, a Delaware corporation (hereinafter called the
"Company"), having its principal office at 0 Xxxxxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxxxx 00000 and THE CHASE MANHATTAN BANK, a New York banking corporation
(hereafter called the "Trustee"), having a Corporate Trust Office at 000 Xxxx
00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as Trustee under the
Indenture (as hereinafter defined).
RECITALS
WHEREAS, the Company and the Trustee have as of March 9, 2001 entered
into an Indenture (hereinafter called the "Indenture", all capitalized terms
used and not otherwise defined herein shall have the meanings set forth in the
Indenture) providing for the issuance by the Company from time to time of its
subordinated debt securities;
WHEREAS, no Securities have been issued under the Indenture and there
do not currently exist any Holders;
WHEREAS, the Company desires to issue one series of senior debt
securities under the Indenture, and has duly authorized the creation and
issuance of such debt securities and the execution and delivery of this First
Supplemental Indenture to modify the Indenture and provide certain additional
provisions as hereinafter described;
WHEREAS, the Company and the Trustee deem it advisable to enter into
this First Supplemental Indenture for the purposes of establishing the terms of
such debt securities and providing for the rights, obligations and duties of the
Trustee with respect to such debt securities;
WHEREAS, the execution and delivery of this First Supplemental
Indenture has been authorized by a resolution of the Pricing Committee of the
Board of Directors of the Company;
WHEREAS, concurrent with the execution hereof, the Company has
delivered an Officers' Certificate and has caused its counsel to deliver to the
Trustee an Opinion of Counsel; and
WHEREAS, all conditions and requirements of the Indenture necessary to
make this First Supplemental Indenture a valid, binding and legal instrument in
accordance with its terms have been performed and fulfilled by the parties
hereto and the execution and delivery thereof have been in all respects duly
authorized by the parties hereto.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the mutual premises and agreements herein
contained, the Company and the Trustee covenant and agree, for the equal and
proportionate benefit of all Holders of the Notes, as follows:
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ARTICLE ONE
CREATION OF THE NOTES
Section 1.1. Designation of Series. Pursuant to the terms hereof and
Sections 201 and 301 of the Indenture, the Company hereby creates a series of
its debt securities designated as the "7.625% Senior Notes due 2011" (the
"Notes"), which Notes shall be deemed "Securities" for all purposes under the
Indenture.
Section 1.2. Form of Notes. The definitive form of the Notes shall
be substantially in the form set forth in Exhibit A attached hereto, which is
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incorporated herein and made part hereof. The Notes shall bear interest, be
payable and have such other terms as are stated in the form of definitive Note
and in the Indenture, as supplemented by this First Supplemental Indenture. The
Stated Maturity of the Notes shall be March 1, 2011.
Section 1.3. Limit on Amount of Series. The Notes shall not exceed
U.S.$575,000,000 in aggregate principal amount, and may, upon the execution and
delivery of this First Supplemental Indenture or from time to time thereafter,
be executed by the Company and delivered to the Trustee for authentication, and
the Trustee shall thereupon authenticate and deliver said Notes upon the
delivery of a Company Order.
Section 1.4. No Sinking Fund. No sinking fund will be provided with
respect to the Notes.
Section 1.5. Notes Not Convertible or Exchangeable. The Notes will
not be convertible or exchangeable for other securities or property.
Section 1.6. Issuance of Notes; Selection of Depository. The Notes
shall be issued as Registered Securities in permanent global form, without
coupons. The initial Depository for the Notes shall be DTC.
Section 1.7. No Additional Amounts. No Additional Amounts shall be
payable with respect to the Notes.
ARTICLE TWO
APPOINTMENT OF THE TRUSTEE FOR THE NOTES
Section 2.1. Appointment of Trustee. Pursuant and subject to the
Indenture, the Company and the Trustee hereby constitute the Trustee as trustee
to act on behalf of the Holders of the Notes, and as the principal Paying Agent
and Security Registrar for the Notes, effective upon execution and delivery of
this First Supplemental Indenture. By execution, acknowledgment and delivery of
this First Supplemental Indenture, the Trustee hereby accepts appointment as
trustee, Paying Agent and Security Registrar with respect to the Notes, and
agrees to perform such trusts upon the terms and conditions set forth in the
Indenture and in this First Supplemental Indenture.
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Section 2.2. Rights, Powers, Duties and Obligations of the Trustee.
Any rights, powers, duties and obligations by any provisions of the Indenture
conferred or imposed upon the Trustee shall, insofar as permitted by law, be
conferred or imposed upon and exercised or performed by the Trustee with respect
to the Notes.
ARTICLE THREE
DEFEASANCE
Section 3.1. Defeasance Applicable to Notes. Pursuant to Section
301(19) and Section 1401 of the Indenture, the Company, on or after March 1,
2010, will have (i) the option of defeasance of the Notes under Section 1402 of
the Indenture and (ii) the option of covenant defeasance under Section 1403, in
each case, upon the terms and conditions contained in Article Fourteen of the
Indenture.
ARTICLE FOUR
REDEMPTION OF NOTES
Pursuant to Section 301(6) and Section 1101 of the Indenture, so long as
any of the Notes are Outstanding, the following provisions shall be applicable
to the Notes:
Section 4.1. Optional Redemption by the Company.
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(a) Each of the Notes may be redeemed at the option of the Company
(an "Optional Redemption") at any time, in whole or in part, upon notice as set
forth in Section 1104 of the Indenture, at a Redemption Price equal to the
greater of (1) 100% of the principal amount of such Notes and (2) the sum of the
present values of the remaining scheduled payments of principal and interest on
such Notes discounted to the Redemption Date semiannually from the respective
date on which such principal and interest would have been paid had such Notes
not been redeemed (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 25 basis points, plus, in either case, accrued
interest on the Notes to the Redemption Date.
(b) Notwithstanding Section 1104 of the Indenture, notice of
redemption shall be sufficient if instead of setting forth a specific price with
respect to the Redemption Price, it sets forth the manner of calculation
thereof.
(c) If less than all of the Notes are redeemed, Notes shall be
selected for redemption pursuant to the provisions of Section 1103 of the
Indenture.
(d) The provisions of Sections 1105, 1106 and 1107 of the Indenture
shall apply to a redemption of the Notes.
Section 4.2. Certain Definitions. For purposes hereof,
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"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be
used, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes.
"Comparable Treasury Price" means, with respect to any Redemption
Date, (a) the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such
quotations.
"Independent Investment Banker" means any of the Reference Treasury
Dealers appointed by the Company as such.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer
at 5:00 p.m. on the third Business Day preceding such Redemption Date.
"Reference Treasury Dealer" means each of Banc of America Securities
LLC, Xxxxxxx Xxxxx Xxxxxx Inc., Xxxxxxx, Xxxxx & Co. and Xxxxxx Xxxxxxx &
Co. Incorporated, and their respective successors; provided, however, that
if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall replace that former dealer with another Primary Treasury
Dealer.
"Treasury Rate" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.
Section 4.3. Applicability of Article. Redemption of the Notes at
the election of the Company or otherwise, as permitted or required by any
provision of the Notes or this First Supplemental Indenture, shall be made in
accordance with such provision, Article Eleven of the Indenture and this Article
Four.
ARTICLE FIVE
MISCELLANEOUS
Section 5.1. Application of First Supplemental Indenture. Each and
every term and condition contained in the First Supplemental Indenture that
modifies, amends or
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supplements the terms and conditions of the Indenture shall apply only to the
Notes created hereby and not to any future series of Notes established under the
Indenture.
Section 5.2. Benefits of First Supplemental Indenture. Nothing
contained in this First Supplemental Indenture shall or shall be construed to
confer upon any person other than a Holder of the Notes, the Company and the
Trustee any right or interest to avail itself or himself, as the case may be, of
any benefit under any provision of the Indenture or this First Supplemental
Indenture.
Section 5.3. Effective Date. This First Supplemental Indenture shall
be effective as of the date first above written and upon the execution and
delivery hereof by each of the parties hereto.
Section 5.4. Governing Law. This First Supplemental Indenture shall
be governed by, and construed in accordance with, the laws of the State of New
York.
Section 5.5. Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
Section 5.6. Satisfaction and Discharge. The Company shall be deemed
to have satisfied all of its obligations under this First Supplemental Indenture
upon compliance with the provisions of Section 1402 of the Indenture relating to
defeasance of the Notes, to the extent set forth in Section 1401.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed by their respective officers hereunto
duly authorized, all as of the day and year first above written.
UNUMPROVIDENT CORPORATION
Dated: March 9, 2001 By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President - Finance and
Risk Management
[Corporate Seal]
Attest: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President, Corporate Secretary
and Assistant General Counsel
THE CHASE MANHATTAN BANK
not in its individual capacity, but solely as
Trustee
Dated: March 9, 2001 By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Assistant Vice President
[Corporate Seal]
Attest: /s/ Xxxxxxxx Xxxxxxxxx
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Name: Xxxxxxxx Xxxxxxxxx
Title: Trust Officer
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EXHIBIT A TO FIRST SUPPLEMENTAL INDENTURE
FORM OF NOTE
[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY:
THIS NOTE IS A SECURITY IN GLOBAL FORM ("GLOBAL SECURITY") WITHIN THE
MEANING OF SECTION 203 OF THE BASE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH
MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND
HOLDER OF THIS NOTE FOR ALL PURPOSES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE
INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.]
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UNUMPROVIDENT CORPORATION
7.625% SENIOR NOTE DUE 2011
No. ________________ U.S.$___________________
CUSIP NO. 91529Y AC 0
UNUMPROVIDENT CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to ________________________,
the principal sum of ________ United States Dollars (U.S.$______ ) (which
principal amount may from time to time be increased or decreased to such other
principal amounts (which, taken together with the principal amounts of all other
Outstanding Notes under this Series of Notes, shall not exceed U.S.$575,000,000
in the aggregate at any time, all of which shall be represented hereby) by
adjustments made on the records of the Trustee hereinafter referred to in
accordance with the Indenture) on March 1, 2011 and to pay interest thereon,
from March 9, 2001, or from the most recent Interest Payment Date (as defined
below) to which interest has been paid or duly provided for, semi-annually in
arrears on March 1 and September 1 in each year (each, an "Interest Payment
Date"), commencing September 1, 2001, at the rate of 7.625% per annum, until the
principal hereof is due, and at the rate of 7.625% per annum on any overdue
principal and, to the extent permitted by law, on any overdue interest. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the February 15 or August 15 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice of which shall be given to Holders
of Securities of this series not less than 10 days prior to such Special Record
Date and shall otherwise be payable, all as more fully provided in the
Indenture. Payments of principal shall be made upon the surrender of this Note
at the Corporate Trust Office of the Trustee, or at such other office or agency
of the Company as may be designated by the Company for such purpose in the
Borough of Manhattan, The City of New York or in the City of Chattanooga,
Tennessee, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts, by Dollar check drawn on, or transfer to, a Dollar account. Payments of
interest on this Note may be made by Dollar check, drawn on a Dollar account,
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register, or, upon written application by the Holder to
the Security Registrar setting forth wire instructions not later than the
relevant Record Date, by wire transfer to a Dollar account.
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Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof or an Authenticating Agent by the
manual signature of one of their respective authorized signatories, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
and delivered under its corporate seal.
UNUMPROVIDENT CORPORATION
[Corporate Seal]
By:______________________________
Name:
Title:
Attest:
___________________________________
Name:
Title:
(Trustee's Certificate of Authentication)
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, not in its individual
capacity, but solely as Trustee
By:______________________________________________
Authorized Officer
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[FORM OF REVERSE]
This Note is one of a duly authorized issue of securities of the Company
designated as its "7.625% Senior Notes due 2011" (herein called the "Notes"),
limited in aggregate principal amount to U.S. $575,000,000, issued and to be
issued under an Indenture, dated as of March 9, 2001 (herein called the "Base
Indenture"), between the Company and The Chase Manhattan Bank, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Base Indenture), and a First Supplemental Indenture, dated as of March 9,
2001, between the Company and the Trustee (the "First Supplemental Indenture";
the Base Indenture, as supplemented by the First Supplemental Indenture, 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 and the
Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. As provided in the Indenture and subject to certain
limitations therein set forth, Notes are exchangeable for a like aggregate
principal amount of Notes of any authorized denominations as requested by the
Holder surrendering the same upon surrender of the Note or Notes to be
exchanged, at the Corporate Trust Office of the Trustee. The Trustee upon such
surrender by the Holder will issue the new Notes in the requested denominations.
No sinking fund is provided for the Notes.
Each of the Notes may be redeemed at the option of the Company (an
"Optional Redemption") at any time, in whole or in part, upon notice as set
forth in Section 1104 of the Indenture, at a Redemption Price calculated in
accordance with Section 4.1 of the First Supplemental Indenture; provided,
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however, that interest installments on Notes whose Stated Maturity is on or
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prior to such Redemption Date will be payable to the Holders of such Notes, or
one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.
In the event of a redemption of the Notes, the Company will not be required
(a) to register the transfer or exchange of Notes for a period of 15 days
immediately preceding the date notice is given identifying the serial numbers of
the Notes called for such redemption or (b) to register the transfer or exchange
of any Note, or portion thereof, called for redemption.
In any case where the due date for the payment of the principal of,
premium, if any, or interest on any Note at any Place of Payment as the case may
be, is not a Business Day, then payment of principal, premium, if any, or
interest of such Note need not be made on or by such date at such place but may
be made on or by the next succeeding Business Day, with the same force and
effect as if made on the date for such payment or the date fixed for redemption,
and, provided that so long as such payment is made on or by the next succeeding
Business Day, no interest shall accrue on the amount so payable for the period
after such date.
[The following paragraph shall appear in each Global Security:
In the event of a deposit or withdrawal of an interest in this Note,
including an exchange, redemption or transfer of this Note in part only, the
Trustee, as custodian of the Depositary, shall make an adjustment on its records
to reflect such deposit or withdrawal in accordance with the
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rules and procedures of The Depository Trust Company applicable to, and as in
effect at the time of, such transaction.]
[The following paragraph shall appear in each Note that is not a global
Security:
In the event of redemption of this Note in part only, a new Note or Notes
for the unredeemed portion hereof will be issued in the name of the Holder
hereof.]
If an Event of Default shall occur and be continuing, the principal of all
the Notes, together with accrued interest to the date of declaration, 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 the
Company and the rights of the Holders of the Notes under the Indenture at any
time by the Company and the Trustee with the written consent of the Holders of
not less than a majority in principal amount of the Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Notes at the time Outstanding,
on behalf of the Holders of all the Notes, 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 Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this Note
or such other Note.
As provided in and subject to the provisions of the Indenture, the Holder
of this Note 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, the Holders of not less
than 25% in principal amount of the Notes that are outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee indemnity satisfactory to it and
the Trustee shall not have received from the Holders of a majority in principal
amount of the Notes that are 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 any Holder of this Note for the
enforcement of any payment of principal hereof, or any premium of interest
hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the times, places 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 Note is registrable on the Security Register upon
surrender of this Note for registration of transfer at the Corporate Trust
Office of the Trustee or at such other office or agency of the Company as may be
designated by it for such purpose in the Borough of Manhattan, The City of New
York or the City of Chattanooga, Tennessee (which shall initially
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be an office or agency of the Trustee), or at such other offices or agencies as
the Company may designate, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder thereof or his attorney duly authorized
in writing, and thereupon one or more new Notes, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees by the Registrar. 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 recover any tax or other governmental charge
payable in connection therewith.
Prior to due presentation of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name Note is registered, as the owner thereof for all purposes,
whether or not such Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
No recourse for the payment of the principal (and premium, if any) or
interest on this Note and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any indenture supplemental thereto
or in any Note, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, employee, agent,
officer or director or subsidiary, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the Company
or any successor corporation, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of consideration for
the issue hereof, expressly waived and released.
THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.
All capitalized terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription of the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT - _________________ Custodian _____________
(Minor)
under Uniform Gifts to Minors Act _________
(State)
Additional abbreviations may also be used though not in the above list.
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FORM OF ASSIGNMENT
For value received ________________ hereby sell(s), assign(s) and
transfer(s) unto ________________ (Please insert social security or other
identifying number of assignee) the within Note, and hereby irrevocably
constitutes and appoints ____________________ as attorney to transfer the said
Note on the books of the Company, with full power of substitution in the
premises.
Dated:
__________________________ ___________________________
__________________________ ___________________________
Signature(s)
Signature(s) must be guaranteed by an
Eligible Guarantor Institution with
membership in an approved signature
guarantee program pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.
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