PRIMUS GUARANTY, LTD. Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS Trustee
PRIMUS
GUARANTY, LTD.
Issuer
and
DEUTSCHE
BANK TRUST COMPANY AMERICAS
Trustee
First
Supplemental Indenture
Dated as
of December 27, 2006
to
Senior
Indenture
Dated as
of December 27, 2006
$125,000,000
7.000%
Senior Notes
Due 2036
2
TABLE
OF CONTENTS*
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PAGE
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ARTICLE
1 |
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7.000%
SENIOR
NOTES
DUE
2036 |
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Section
1.01. Establishment |
4
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Section
1.02. Definitions |
5
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Section
1.03. Payment Of Principal And Interest |
7
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Section
1.04. Denominations |
8
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Section
1.05. Global Securities |
8
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Section
1.06. Redemption |
8
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Section
1.07. Sinking Fund |
9
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Section
1.08. Paying Agent |
9
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Section
1.09. Certain Covenants Excluded |
9
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Section
1.10. Defeasance |
9
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ARTICLE
2 |
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MISCELLANEOUS
PROVISIONS
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Section
2.01. Recitals By Company |
9
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Section
2.02. Incorporation Of Original Indenture |
9
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Section
2.03. Executed In Counterparts |
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Section
2.04. The Trustee |
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This
Table of Contents does not constitute part of the Indenture or have any bearing
upon the interpretation of any of its terms and provisions. |
3
THIS
FIRST SUPPLEMENTAL INDENTURE to the Senior Indenture dated as of December 27,
2006, is made as of December 27, 2006, by and between PRIMUS GUARANTY, LTD., a
company duly organized and existing under the laws of Bermuda, having its
principal office at Clarendon House, 0 Xxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxx
(the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York
Banking Corporation, as Trustee (herein called the
“Trustee”).
WITNESSETH:
WHEREAS,
the Company has heretofore entered into a Senior Indenture, dated as of
December 27, 2006 (the “Original Indenture”), as heretofore
supplemented and amended, with the Trustee;
WHEREAS,
the Original Indenture is incorporated herein by this reference and the
Original Indenture, as heretofore supplemented and amended and as further
supplemented by this First Supplemental Indenture, is herein called the
“Indenture”;
WHEREAS,
under the Original Indenture, a new series of Securities may at any time be
established in accordance with the provisions of the Original Indenture and the
terms of such series may be described by a supplemental indenture executed by
the Company and the Trustee;
WHEREAS,
the Company proposes to create under the Indenture a series of Securities;
WHEREAS,
additional Securities of other series hereafter established, except as may be
limited in the Original Indenture as at the time supplemented and modified, may
be issued from time to time pursuant to the Indenture as at the time
supplemented and modified; and
WHEREAS,
all conditions necessary to authorize the execution and delivery of this First
Supplemental Indenture and to make it a valid and binding obligation of the
Company have been done or performed.
NOW,
THEREFORE, in consideration of the agreements and obligations set forth herein
and for other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE
1
7.000%
SENIOR
NOTES
DUE
2036
Section
1.01.
Establishment. There is
hereby established a new series of Securities to be issued under the Indenture,
to be designated as the Company’s
4
7.000%
Senior Notes due 2036 (the “7.000% Senior Notes”). The CUSIP Service
Bureau has assigned the CUSIP Number “X00000000” to the the
7.000% Senior
Notes.
There
are to be authenticated and delivered $125,000,000 principal amount of 7.000%
Senior Notes, and such principal amount of the 7.000% Senior Notes may be
increased from time to time pursuant to Section 3.01 of the Indenture. All
7.000% Senior Notes need not be issued at the same time and such series may be
reopened at any time, without the consent of any Holder, for issuances of
additional 7.000% Senior Notes. Any such additional 7.000% Senior Notes will
have the same interest rate, maturity and other terms as those initially
issued. Additional 7.000% Senior Notes may also be authenticated and delivered
as provided by Sections 3.04, 3.05, 3.06, 9.04, 9.06 and 11.07 of the Original
Indenture.
The
7.000% Senior Notes shall be issued in definitive fully registered form without
coupons, in substantially the form set out in Exhibit A hereto. The entire
initially issued principal amount of the 7.000% Senior Notes that is issued
shall initially be evidenced by one or more global certificates issued to
Cede & Co., as nominee for The Depository Trust Company.
The form
of the Trustee’s Certificate of Authentication for the 7.000% Senior Notes
shall be in substantially the form set forth in Exhibit B hereto.
Each
7.000% Senior Note shall be dated the date of its authentication and shall bear
interest from the Original Issue Date or from the most recent Interest Payment
Date to which interest has been paid or duly provided for.
Section
1.02.
Definitions. The
following defined terms used herein shall, unless the context otherwise
requires, have the meanings specified below. Capitalized terms used herein for
which no definition is provided herein shall have the meanings set forth in the
Original Indenture.
“Corporate
Trust Office” means the principal office of the Trustee in New York, New
York at which at any particular time its corporate trust business shall be
administered, which office of this date is located at 00 Xxxx Xxxxxx,
00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
“Interest
Payment Dates” means March 27, June 27, September 27 and December 27 of
each year, commencing on March 27, 2007.
“Original
Issue Date” means December 27, 2006.
“Outstanding”,
when used with respect to the 7.000% Senior Notes, means, as of the date of
determination, all 7.000% Senior Notes, theretofore authenticated and delivered
under the Indenture, except:
5
(i) 7.000%
Senior Notes theretofore canceled by the Trustee or delivered to the Trustee
for cancellation;
(ii) 7.000%
Senior Notes for whose payment at Maturity the necessary amount of money or
money’s worth has been theretofore deposited (other than pursuant to
Section 4.02 of the Original Indenture) with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent) for the Holders
of such 7.000% Senior Notes.
(iii) 7.000%
Senior Notes with respect to which the Company has effected defeasance, or to
which covenant defeasance has been effected, pursuant to Section 13.02 or
Section 13.03 of the Original Indenture; and
(iv) 7.000%
Senior Notes that have been paid pursuant to Section 3.06 of the Original
Indenture or in exchange for or in lieu of which other 7.000% Senior Notes have
been authenticated and delivered pursuant to the Indenture, other than any such
7.000% Senior Notes in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such 7.000% Senior Notes are held by a
bona fide purchaser in whose hands such 7.000% Senior Notes are valid
obligations of the Company; provided, however, that in determining whether the
Holders of the requisite principal amount of Outstanding 7.000% Senior Notes
have given any request, demand, authorization, direction, notice, consent or
waiver under the Indenture or are present at a meeting of Holders of 7.000%
Senior Notes for quorum purposes, 7.000% Senior Notes owned by the Company or
any other obligor upon the 7.000% Senior Notes or any Affiliate of the Company
or such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in making
any such determination or relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only 7.000% Senior Notes which a
Responsible Officer of the Trustee knows to be so owned shall be so
disregarded. 7.000% Senior Notes so owned which shall have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee (A) the pledgee’s right so to act with
respect to such 7.000% Senior Notes and (B) that the pledgee is not the
Company or any other obligor upon the 7.000% Senior Notes or an Affiliate of
the Company or such other obligor.
“Paying
Agent” means, Deutsche Bank Trust Company Americas, and its successors and
assigns acting in such capacity.
“Regular
Record Date” means, with respect to each Interest Payment Date, the close
of business on the Business Day preceding such Interest Payment Date; provided,
that with respect to 7.000% Senior Notes that are not represented
by
6
one or
more Global Securities, the Regular Record Date shall be the close of business
on the 15th calendar day (whether or not a Business Day) preceding such
Interest Payment Date.
“Stated
Maturity” means December 27, 2036.
Section
1.03.
Payment Of Principal And Interest. The
principal of the 7.000% Senior Notes shall be due at the Stated Maturity. The
unpaid principal amount of the 7.000% Senior Notes shall bear interest at the
rate of 7.000% per annum until paid or duly provided for, such interest to
accrue from the Original Issue Date or from the most recent Interest Payment
Date to which interest on the unpaid principal amount of the 7.000% Senior
Notes has been paid or duly provided for. Interest on the 7.000% Senior Notes
shall be paid quarterly in arrears on each Interest Payment Date to the Person
in whose name the 7.000% Senior Notes are registered on the Regular Record Date
for such Interest Payment Date; provided that
interest payable at the Stated Maturity as provided herein will be paid to the
Person to whom principal is payable. Any such interest that is not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holders on such Regular Record Date and may either be paid to the Person or
Persons in whose name the 7.000% Senior Notes are registered at the close of
business on a Special Record Date for the payment of such defaulted interest to
be fixed by the Trustee (in accordance with Section 3.07 of the Original
Indenture), notice whereof shall be given to Holders of the 7.000% Senior Notes
not less than ten (10) days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange, if any, on which the 7.000% Senior Notes may be
listed, and upon such notice as may be required by any such exchange, all as
more fully provided in the Original Indenture.
Payments
of interest on the 7.000% Senior Notes will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for the
7.000% Senior Notes shall be computed and paid on the basis of a 360-day year
of twelve 30-day months. In the event that any date on which interest is
payable on the 7.000% Senior Notes is not a Business Day, then payment of the
interest payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or payment in respect of any such
delay), in each case with the same force and effect as if made on the date the
payment was originally payable.
Payment
of the principal and interest on the 7.000% Senior Notes shall be made at the
office of the Paying Agent in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts, with any such payment that is due at the Stated Maturity of any
7.000% Senior Notes being made upon surrender of such 7.000% Senior Notes to
the Paying Agent. Payments of interest (including interest on any Interest
Payment Date) will be made, subject to such surrender where applicable, at the
option of the Company, (i) by check mailed to the address of the Person
entitled
7
thereto
as such address shall appear in the Security Register or (ii) by wire
transfer at such place and to such account at a banking institution in the
United States as may be designated in writing to the Trustee at least sixteen
(16) days prior to the date for payment by the Person entitled
thereto.
Section
1.04.
Denominations. The
7.000% Senior Notes shall be issued in authorized denominations of $25.00, or
any integral multiple thereof.
Section
1.05.
Global Securities. The
7.000% Senior Notes shall be issued initially in the form of one or more Global
Securities registered in the name of the Depositary (which shall be The
Depository Trust Company) or its nominee. Except under the limited
circumstances described below, the 7.000% Senior Notes represented by such
Global Securities will not be exchangeable for, and will not otherwise be
issuable as, 7.000% Senior Notes in definitive form. The Global Securities
described above may not be transferred except 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 to a successor Depositary or its
nominee.
Owners
of beneficial interests in such a Global Security will not be considered the
Holders thereof for any purpose under the Indenture, and no Global Security
representing a 7.000% Senior Note shall be exchangeable, except for another
Global Security of like denomination and tenor to be registered in the name of
the Depositary or its nominee or to a successor Depositary or its nominee or
except as described below. The rights of Holders of such Global Security shall
be exercised only through the Depositary.
A Global
Security shall be exchangeable for 7.000% Senior Notes registered in the names
of persons other than the Depositary or its nominee only if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as a
Depositary for such Global Security and no successor Depositary shall have been
appointed by the Company within 90 days of receipt by the Company of such
notification, or if at any time the Depositary ceases to be a clearing agency
registered under the Exchange Act at a time when the Depositary is required to
be so registered to act as such Depositary and no successor Depositary shall
have been appointed by the Company within 90 days after it becomes aware of
such cessation, or (ii) the Company in its sole discretion determines that
such Global Security shall be so exchangeable. Any Global Security that is
exchangeable pursuant to the preceding sentence shall be exchangeable for
7.000% Senior Notes registered in such names as the Depositary shall direct.
Section
1.06.
Redemption. On or
after December 27, 2011, the 7.000% Senior Notes shall be redeemable at the
option of the Company in whole at any time, or in part from time to time, at
100% of the principal amount thereof plus accrued interest to the date of
redemption.
8
Section
1.07.
Sinking Fund. The
7.000% Senior Notes shall not have a sinking fund.
Section
1.08.
Paying Agent. The
Trustee shall initially serve as Paying Agent with respect to the 7.000% Senior
Notes, with the Place of Payment initially being the Corporate Trust Office of
the Trustee.
Section
1.09.
Certain Covenants Excluded. Pursuant
to Section 3.01(18) and 3.01(19) of the Original Indenture, Sections 7.04,
10.08 and 10.09 shall not apply to the 7.000% Senior Notes. Notwithstanding and
for the avoidance of doubt, the Company shall continue to be required to comply
with Section 314(a) of the Trust Indenture Act with respect to the 7.000%
Senior Notes.
Section
1.10.
Defeasance. In
addition to the conditions set forth in Section 4.02 of the Original Indenture,
in order for the Company to effect defeasance or covenant defeasance of the
7.000% Senior Notes, the Company must have delivered to the Trustee an Opinion
of Counsel to the effect that the Holders of the then Outstanding 7.000% Senior
Notes will not recognize income, gain or loss for federal income tax purposes
as a result of the defeasance or covenant defeasance and will be subject to
federal income tax in the same amounts, in the same manner and at the same time
as would have been the case if the defeasance or covenant defeasance had not
occurred. In the case of a defeasance (but not of a covenant defeasance), the
opinion must refer to and be based upon a ruling of the Internal Revenue
Service or a change in applicable federal income tax laws or the regulations
thereunder.
ARTICLE
2
MISCELLANEOUS
PROVISIONS
Section
2.01.
Recitals By Company. The
recitals in this First Supplemental Indenture are made by the Company only and
not by the Trustee (who makes no representation for or in respect of the
validity or sufficiency of this First Supplemental Indenture or for or in
respect of the recitals contained herein), and all of the provisions contained
in the Original Indenture in respect of the rights, privileges, immunities,
powers and duties of the Trustee shall be applicable in respect of the 7.000%
Senior Notes and of this First Supplemental Indenture as fully and with like
effect as if set forth herein in full.
Section
2.02.
Incorporation Of Original Indenture. As
supplemented hereby, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture and this First Supplemental Indenture
shall be read, taken and construed as one and the same instrument.
Section
2.03.
Executed In Counterparts. This
First Supplemental Indenture may be executed in several counterparts, each of
which shall be deemed
9
to be an
original, and such counterparts shall together constitute but one and the same
instrument.
Section
2.04.
The Trustee. Any
corporation or association into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation or association resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation or association to which all or substantially all of
the corporate trust business of the Trustee may be sold or otherwise
transferred, shall be the successor trustee hereunder without any further
act.
10
IN
WITNESS WHEREOF, each party hereto has caused this instrument to be signed in
its name and behalf by its duly authorized officer, all as of the day and year
first above written.
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Primus
Guaranty, Ltd. |
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| By: | /s/ Xxxxxxx Xxxxxxx | |
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Name: Xxxxxxx Xxxxxxx |
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| Title: Chief Financial Officer | ||
| Deutsche Bank Trust Company Americas, as Trustee | |||
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| By: | /s/ Xxxxx Xxxxxxx | ||
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Name: Xxxxx Xxxxxxx |
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| Title: Vice President | |||
| By: | /s/ Xxxxxxx Xxxxxxxxxx | ||
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Name: Xxxxxxx Xxxxxxxxxx |
|||
| Title: Vice President | |||
11
EXHIBIT
A
FORM OF
7.000%
SENIOR NOTE DUE 2036
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [CEDE & CO.] OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO [CEDE & CO.], ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, [CEDE & CO.], HAS AN INTEREST
HEREIN.]* *
[THIS
7.000% SENIOR NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS 7.000% SENIOR NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS 7.000% SENIOR NOTE IN
WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.]**
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** |
Insert
in Global Securities. |
A-1
PRIMUS
GUARANTY, LTD.
$[________]
7.000%
SENIOR NOTES DUE 2036
| CUSIP: X00000000 | |
| No. _______________ |
$_________________ |
Primus
Guaranty, Ltd., a company duly organized and existing under the laws of Bermuda
(herein called the “Company”, which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to [Cede & Co.], or registered assigns (the
“Holder”), the principal sum of [____________] Dollars ($[_______])
on December 27, 2036 and to pay interest thereon from December 27, 2006 or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, quarterly in arrears on March 27, June 27, September 27 and
December 27 of each year, commencing on March 27, 2007, at the rate of
7.000% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this 7.000% Senior 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 close of business on the Business Day
preceding such Interest Payment Date; provided, that with respect to 7.000%
Senior Notes that are not represented by one or more Global Securities, the
Regular Record Date shall be the close of business on the 15th calendar day
(whether or not a Business Day) 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 7.000% Senior 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
whereof shall be given to Holders of 7.000% Senior Notes not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the 7.000% Senior Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Payment
of the principal of (and premium, if any) and any such interest on this 7.000%
Senior Note will be made at the office or agency of the Paying Agent, in the
Borough of Manhattan, City and State of New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option
of
A-2
the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.
Reference
is hereby made to the further provisions of this 7.000% Senior 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 by manual signature, this 7.000% Senior Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
A-3
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
Dated:
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Attest:
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Primus
Guaranty, Ltd. |
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| By: | ||
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Name: Xxxxxxx
Xxxxxxx
Title: Chief
Financial Officer |
Name: Xxxxxx
X. Xxxxxx
Title: Chief
Executive Officer |
|
A-4
CERTIFICATE
OF AUTHENTICATION
This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.
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DEUTSCHE
BANK TRUST COMPANY AMERICAS, as Trustee |
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| By: | ||
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Name:
Authorized
Signatory |
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Dated:
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A-5
REVERSE
OF 7.000% SENIOR NOTE
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 an Indenture, dated as of December 27, 2006, as heretofore
supplemented and amended and as further supplemented by a First Supplemental
Indenture dated as of December 27, 2006 (collectively, as amended or
supplemented from time to time, herein called the “Indenture”, which
term shall have the meaning assigned to it in such instrument), between the
Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof (the “7.000% Senior Notes”) which is
limited in aggregate principal amount to $125,000,000.
The
Securities of this series are subject to redemption upon no less than 30
days’ notice by mail, at any time on or after December 27, 2011, as a
whole or in part, at the election of the Company, at a Redemption Price equal
to 100% of the principal amount, together with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities or
one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.
If an
Event of Default with respect to 7.000% Senior Notes shall occur and be
continuing, the principal of the 7.000% Senior Notes 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 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 certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this 7.000% Senior Note shall be conclusive and binding upon such Holder and
upon all future Holders of this 7.000% Senior Note and of any 7.000% Senior
Note issued upon the registration of transfer hereof or in exchange therefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this 7.000% Senior Note.
A-6
As
provided in and subject to the provisions of the Indenture, the Holder of this
7.000% Senior 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 with respect to the
7.000% Senior Notes, the Holders of not less than a 25% in principal amount of
the 7.000% Senior Notes 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 7.000%
Senior Notes 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 7.000% Senior Note
for the enforcement of any payment of principal hereof or premium, if any, or
interest hereon on or after the respective due dates expressed herein.
No
reference herein to the Indenture and no provision of this 7.000% Senior Note
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 7.000% Senior Note 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 7.000% Senior Note is registrable in the Security
Register, upon surrender of this 7.000% Senior Note for registration of
transfer at the office or agency of the Company in any place where the
principal of, premium, if any, and interest on this 7.000% Senior Note 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 7.000% Senior Notes and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
The
7.000% Senior Notes 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, 7.000% Senior
Notes are exchangeable for a like aggregate principal amount of 7.000% Senior
Notes and of like tenor of any authorized denominations as requested by the
Holder upon surrender of the 7.000% Senior Note.
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.
A-7
Prior to
due presentment of this 7.000% Senior 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 this Security is registered as the owner hereof for all
purposes, whether or not this 7.000% Senior Note 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 7.000% Senior Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
A-8
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, 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 |
|
XX XXX
— |
as joint
tenants with rights of survivorship and not as tenants in common
|
|
UNIF
GIFT MIN ACT — |
Custodian for |
|
(Cust)
|
|
|
___________________________________
|
|
|
(Minor)
|
|
|
___________________________________
|
|
|
Under
Uniform Gifts to Minors Act of |
|
|
___________________________________
|
|
|
(State)
|
Additional
abbreviations may also be used though not on the above list.
______________________________________________________________________
A-9
FOR
VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
(please
insert Social Security or other identifying number of assignee).
| __________________________________________________________________________________________________________________________________________ |
| __________________________________________________________________________________________________________________________________________ |
| __________________________________________________________________________________________________________________________________________ |
PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE
the
within 7.000% Senior Note and all rights thereunder, hereby irrevocably
constituting and appointing
| __________________________________________________________________________________________________________________________________________ |
| __________________________________________________________________________________________________________________________________________ |
| __________________________________________________________________________________________________________________________________________ |
| __________________________________________________________________________________________________________________________________________ |
| __________________________________________________________________________________________________________________________________________ |
| __________________________________________________________________________________________________________________________________________ |
| __________________________________________________________________________________________________________________________________________ |
agent to
transfer said 7.000% Senior Note on the books of the Company, with full power
of substitution in the premises.
Dated:
,
NOTICE:
The signature to this assignment must correspond with the name as written upon
the face of the within instrument in every particular without alteration or
enlargement, or any change whatever.
A-10
EXHIBIT
B
CERTIFICATE
OF AUTHENTICATION
This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.
|
Deutsche
Bank Trust Company Americas, as Trustee |
||
| |
|
|
| By: | ||
|
Name:
Authorized
Officer |
||
B-1
