EXHIBIT 4.14
REGIONS FINANCIAL CORPORATION
AND
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Trustee
SUPPLEMENTAL INDENTURE
DATED AS OF MAY 15, 2002
Supplement to Indenture dated as of May 15, 2002
(Subordinated Debt Securities)
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE, dated as of May 15, 2002 by and between REGIONS
FINANCIAL CORPORATION, a Delaware corporation (hereinafter called the
"Company"), and Deutsche Bank Trust Company Americas, a New York banking
corporation (hereafter called the "Trustee"), having a Corporate Trust Office at
c/o DB Services New Jersey, Inc., 100 Plaza One, Mail Stop JCY03-0603, Xxxxxx
Xxxx, XX 00000, as Trustee under the Indenture (as hereinafter defined).
RECITALS
WHEREAS, the Company and the Trustee have entered into an Indenture
dated as of May 15, 2002 (hereinafter called the "Indenture"), providing for the
issuance by the Company from time to time of its subordinated debt securities;
WHEREAS, the Company desires to issue a series of subordinated debt
securities under the Indenture, and has duly authorized the creation and
issuance of such subordinated debt securities and the execution and delivery of
this 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 Supplemental Indenture for the purposes of establishing the terms of such
subordinated 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 Supplemental Indenture has
been authorized by a resolution 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 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 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 defined herein), 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 subordinated debt securities designated as the "6.375% Subordinated Notes
due 2012" (the "Notes"), which Notes shall be deemed "Securities" for all
purposes under the Indenture.
SECTION 1.2. FORM AND DENOMINATION OF NOTES. The Notes shall be
substantially in the form set forth in Exhibit A attached hereto, which is
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 Notes
or in the Indenture, as supplemented by this Supplemental Indenture. The Stated
Maturity of the Notes shall be May 15, 2012. The Notes shall be issued in
denominations of $1,000 and integral multiples thereof.
SECTION 1.3. LIMIT ON AMOUNT OF SERIES. The Notes shall not exceed
U.S.$600,000,000 in aggregate principal amount, and may, upon the execution and
delivery of this 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 to or upon the
delivery of a Company Order.
SECTION 1.4. NO REDEMPTION OR SINKING FUND. No sinking fund will be
provided with respect to the Notes. The Notes are not subject to redemption
prior to Stated Maturity.
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. COVENANTS NOT APPLICABLE TO NOTES. Section 1014 of the
Indenture shall not apply to the Notes. The covenants relating to defeasance
under Section 1402 of the Indenture and covenant defeasance under Section 1403
of the Indenture shall not apply 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
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upon execution and delivery of this Supplemental Indenture. By execution,
acknowledgment and delivery of this 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 in
the Indenture and in this Supplemental Indenture set forth.
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.
SECTION 2.3 RIGHTS IN INDENTURE APPLICABLE TO TRUSTEE. Deutsche Bank
Trust Company Americas, in its capacity as Trustee, shall be afforded all of the
rights, powers, immunities and indemnities of the Trustee as set forth in the
Indenture as if such rights, powers, immunities and indemnities were
specifically set forth herein.
ARTICLE THREE
EVENTS OF DEFAULT
Pursuant to Section 201, Section 301(15)(a) and Section 301(27) of the
Indenture and in substitution of the terms of Section 502 of the Indenture, so
long as any of the Notes are Outstanding, the following provisions shall be
applicable to the Notes:
SECTION 3.1. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.
If, and only if, an Event of Default specified in clause (6) or (7) of
Section 501 of the Indenture occurs with respect to the Company only, and is
continuing, then the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Outstanding Notes (voting as a single class) may declare
the principal of and premium, if any, together with accrued interest (including
any Additional Interest) to the date of declaration, on, all the Outstanding
Notes to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by the Holders) and upon any such declaration such
shall become immediately due and payable. Notwithstanding anything in the
Indenture to the contrary, the Notes are not subject to acceleration upon any
other Event of Default.
At any time after such a declaration of acceleration with respect to the
Notes has been made and before a judgment or decree for payment of the money due
has been obtained by the Trustee as provided in Article Five of the Indenture,
the Holders of a majority in principal amount of the Outstanding Notes, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if:
(1) the Company has paid or deposited with the Trustee a sum sufficient
to pay in the Dollars:
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(A) all overdue installments of interest on and any Additional
Amounts payable in respect of all Outstanding Notes;
(B) the principal of (and premium, if any, on) any Outstanding
Notes which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate or rates borne by or
provided for in such Notes;
(C) to the extent that payment of such interest is lawful,
interest upon overdue installments of interest (including any
Additional Interest) and any Additional Amounts at the rate or rates
borne by or provided for in the Notes; and
(D) all sums paid or advanced by the Trustee hereunder and
under the under the Indenture and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel; and
(2) all Events of Default with respect to the Notes, other than the
nonpayment of the principal of (or premium or Make-Whole Amount, if any) or
interest on the Notes which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 513 of the
Indenture.
No such rescission shall affect any subsequent default or impair any
right consequent thereon.
ARTICLE FOUR
PRIORITY OF NOTES
SECTION 4.1. NOTES SENIOR TO JUNIOR SUBORDINATED DEBENTURES.
Notwithstanding anything to the contrary in the Indenture and subject to Section
5.2 hereof, the Notes shall rank senior to (a) any series of Securities issued
to a Regions Trust, including, without limitation, the Company's 8.00% Junior
Subordinated Deferrable Interest Debentures due 2031 issued pursuant to that
certain First Supplemental Indenture dated as of February 26, 2001 between the
Company and Deutsche Bank Trust Company Americas, as Trustee, and (b) any
guarantee issued by the Company with respect to preferred securities issued by a
Regions Trust, including, without limitation, the Company's Trust Preferred
Securities Guarantee, dated as of February 26, 2001, between the Company and
Deutsche Bank Trust Company Americas, as Guarantee Trustee.
SECTION 4.2. CERTAIN DEBT ISSUANCES NOT TO CONSTITUTE SENIOR DEBT UNDER
INDENTURE. Notwithstanding anything to the contrary contained in the Indenture,
the Company's 7.80% Subordinated Notes due 2002 and 7.75% Subordinated Notes due
2024, in each case, issued under that certain Indenture, dated as of December 1,
1992, between First Alabama Bancshares, Inc. and Deutsche Bank Trust Company
Americas, and the Company's 7.00% Subordinated Notes due 2011 issued pursuant to
that certain Second Supplemental Indenture dated as of March 5, 2001 between the
Company and Deutsche Bank Trust Company Americas, as Trustee,
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shall not constitute Senior Debt under the definition thereof contained in the
Indenture and each such series shall rank pari passu with the Notes.
ARTICLE FIVE
MISCELLANEOUS
SECTION 5.1. APPLICATION OF SUPPLEMENTAL INDENTURE. Each and every term
and condition contained in this Supplemental Indenture that modifies, amends or
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 SUPPLEMENTAL INDENTURE. Nothing contained in
this 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 Supplemental Indenture, except for
Holders of Senior Debt as provided in Article Seventeen of the Indenture.
SECTION 5.3. DEFINED TERMS. All capitalized terms which are used herein
and not otherwise defined herein are defined in the Indenture and are used
herein with the same meanings as in the Indenture.
SECTION 5.4. EFFECTIVE DATE. This 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 5.5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
SECTION 5.6. COUNTERPARTS. This 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 5.7. SATISFACTION AND DISCHARGE. This Supplemental Indenture
shall cease to be of further force and effect upon compliance with such
provisions of Article Fourteen of the Indenture as may be applicable to the
Notes pursuant to Article Three hereof with respect to the Notes created hereby.
[SIGNATURES NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed by their respective officers hereunto duly
authorized, all as of the day and year first above written.
REGIONS FINANCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice Chairman and Executive
Financial Officer
Attest: /s/ Xxxxxx X. Xxxxxxxx, Xx.
---------------------------------
Name: Xxxxxx X. Xxxxxxxx, Xx.
Title: Executive Vice President, General
Counsel and Corporate Secretary
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President
Attest: /s/ Xxxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Associate
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EXHIBIT A TO 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 THE SECTION 203 OF THE BASE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY, 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
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.]
1
REGIONS FINANCIAL CORPORATION
6.375% SUBORDINATED NOTE
DUE 2012
No. ________________ U.S.$ _______________
CUSIP NO. 758940 AG 5
REGIONS FINANCIAL 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.$600,000,000 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 May 15, 2012 and to
pay interest thereon, from May 15, 2002, or from the most recent Interest
Payment Date (as defined below) to which interest has been paid or duly provided
for, semiannually in arrears on May 15 and November 15 in each year (each an
"Interest Payment Date"), commencing November 15, 2002 at the rate of 6.375% per
annum, computed for any full semiannual period on the basis of a 360-day year of
twelve 30-day months and computed for any partial semiannual period on the
actual days elapsed during such period, until the principal hereof is due, and
at the rate of 6.375% per annum on any overdue principal and premium, if any,
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 May 1 or
November 1 (whether or not a Business Day), as the case may be, immediately
preceding such Interest Payment Date. Interest on the Outstanding Notes payable
at maturity will be payable to the persons to whom principal is payable. Except
as otherwise provided in the Indenture, 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 whereof shall be given to Holders of Notes not less than
10 days prior to the Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any automated quotation
system or securities exchange on which the Notes may be quoted or listed, and
upon such notice as may be required by such exchange, 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
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York or in the City of Birmingham, Alabama, 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 transfer to a Dollar
account.
The indebtedness evidenced by this Note is, to the extent and in the
manner provided in the Indenture, subordinate and subject in right of payment to
the prior payment in full in cash of all Senior Debt of the Company, and this
Note is issued subject to such provisions of the Indenture with respect thereto.
For purposes of this Note the Company's 7.80% Subordinated Notes due 2002 or
7.75% Subordinated Notes due 2024, in each case, issued under that certain
Indenture, dated as of December 1, 1992, between First Alabama Bancshares, Inc.
and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), and
the Company's 7.00% Subordinated Notes due 2011 issued pursuant to that certain
Second Supplemental Indenture dated as of March 5, 2001 between the Company and
Deutsche Bank Trust Company Americas, as Trustee, each shall rank pari passu to
the Notes. Each Holder of this Note, 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.
Notwithstanding anything to the contrary in the Indenture and subject
to Section 5.2 of the Supplemental Indenture, this Note shall rank senior to (1)
any series of Securities issued to a Regions Trust, including, without
limitation, the Company's 8.00% Junior Subordinated Deferrable Interest
Debentures due 2031 issued pursuant to that certain First Supplemental
Indenture, dated as of February 26, 2001, between the Company and Deutsche Bank
Trust Company Americas, as Trustee and (2) any guarantee issued by the Company
with respect to preferred securities issued by a Regions Trust, including,
without limitation, the Company's Trust Preferred Securities Guarantee, dated as
of February 26, 2001, between the Company and Deutsche Bank Trust Company
Americas, as Guarantee Trustee.
THIS NOTE IS NOT A SAVINGS ACCOUNT DEPOSIT OR OTHER OBLIGATION OF A
BANK OR NON-BANK SUBSIDIARY THEREOF, AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.
Except as specifically provided herein and in the Indenture, the
Company shall not be required to make any payment with respect to any tax,
assessment or other governmental charge imposed by any government or any
political subdivision or taxing authority thereof or therein.
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.
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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.
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IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed and delivered under its corporate seal.
REGIONS FINANCIAL CORPORATION
[Corporate Seal]
By:
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice Chairman and
Executive Financial Officer
Attest:
---------------------------------
Name: Xxxxxx X. Xxxxxxxx, Xx.
Title: Executive Vice President, General
Counsel and Corporate Secretary
(Trustee's 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:
-------------------------------------
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 "6.375% Subordinated Notes due 2012" (herein called
the "Notes"), limited in aggregate principal amount to U.S. $600,000,000, issued
and to be issued under an Indenture, dated as of May 15, 2002 (herein called the
"Base Indenture"), between the Company and Deutsche Bank Trust Company Americas,
as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Base Indenture), and a Supplemental Indenture, dated as of May
15, 2002 between the Company and the Trustee (the "Supplemental Indenture"; the
Base Indenture, as supplemented by the 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, the holders of Senior Debt
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. The Notes are not subject to
redemption prior to May 15, 2012.
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 (including any Additional Interest) 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 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 or transfer of this Note in part only, the Trustee, as
custodian of the Depository, shall make an adjustment on its records to reflect
such deposit or withdrawal in accordance with the rules and procedures of The
Depository Trust Company applicable to, and as in effect at the time of, such
transaction.]
If, and only if, an Event of Default described in Section 501(6) or
501(7) of the Indenture shall occur with respect to the Company only, and be
continuing, the principal of all the Notes, together with accrued interest
(including any Additional Interest) to the date of declaration, may be declared
due and payable in the manner and with the effect provided in the Indenture.
Upon payment (i) of the amount of principal so declared due and payable,
together with accrued interest to the date of declaration, and (ii) of interest
on any overdue principal and, to the extent permitted by applicable law, overdue
interest, all of the Company's obligations in
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respect of the payment of the principal of and interest on the Notes shall
terminate. Notwithstanding anything in the Indenture to the contrary, the Notes
are not subject to acceleration upon any other Event of Default.
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 Outstanding Notes 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
the Outstanding Notes 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.
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 (including any Additional 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 Birmingham, Alabama (which shall initially 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
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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 this 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 (including any Additional 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, and not otherwise defined herein, 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:
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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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