Contract
Exhibit 4.1
This Security is a Global Security within the meaning of the Indenture (as defined on the
Reverse of this Security) hereinafter referred to and is registered in the name of The Depository
Trust Company (the “Depository”) or a nominee of the Depository. This Security is exchangeable for
Securities registered in the name of a person other than the Depository or its nominee only in the
limited circumstances described in the Indenture and 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. Unless this Security is presented by an authorized
representative of the Depository (55 Xxxxx Xxxxxx, Xxx Xxxx) to The Chubb Corporation or its agent
for registration of transfer, exchange or payment, and any Security issued is registered in the
name of Cede & Co. or such other name as requested by an authorized representative of the
Depository and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.
No. 1
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Principal Amount: $500,000,000 | |
Issue Date: May 6, 2008
|
CUSIP: 000000XX0 | |
| ISIN: US171232AR24 |
THE CHUBB CORPORATION
5.75% Senior Notes due 2018
THE CHUBB CORPORATION, a corporation organized and existing under the laws of New Jersey
(hereinafter 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 principal sum of five hundred million dollars ($500,000,000) as may be revised from
time to time on Schedule I hereto, and all accrued and unpaid interest thereof on May 15, 2018, or
if such day is not a Business Day, the following Business Day, and to pay interest thereon from and
including May 6, 2008, or from and including the most recent Interest Payment Date on which
interest has been paid or duly provided for, semi-annually in arrears on November 15 and May 15 of
each year, commencing on November 15, 2008, at the rate of 5.75% per annum to and including May 15,
2018 or earlier redemption date of this Security (each such date, an “Interest Payment Date”).
The amount of interest payable for any full semi-annual period will be computed on the basis
of a 360-day year consisting of twelve 30-day months. The amount of interest payable for any period
shorter than a full semi-annual period for which interest is computed will be computed on the basis
of a 30-day month and, for any period less than a month, on the basis of the actual number of days
elapsed per 30-day month. In the event that any Interest Payment Date or the maturity date is not
a Business Day, then payment of the interest or principal payable on such date will be made on the
next succeeding day that is a Business Day with the same force
and effect as if made on the date the payment was originally payable and without any interest or
other payment in respect of the delay.
The interest installment 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 Security
is registered on the first Business Day of the month in which the Interest Payment Date falls or on
any other day more than one and less than sixty Business Days prior to such Interest Payment Date
that the Company chooses (such day, an “Alternate Record Date”); provided that the Company shall
provide written notice of such Alternate Record Date to the Trustee not less than ten Business Days
prior to the Alternate Record Date.
A “Business Day” shall mean any day other than (i) a Saturday or Sunday, (ii) a day on which
banking institutions in The City of New York are authorized or required by law or executive order
to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for
business.
Payment of the principal of (and premium, if any) and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in the United States, 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 the Company payment
of interest may be made (i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the securities register or (ii) by wire transfer in immediately available
funds at such place and to such bank account as may be designated by the Person entitled thereto as
specified in the securities register in writing not less than ten days before the relevant Interest
Payment Date.
The Company and, by acceptance of this Security or a beneficial interest in this Security,
each Holder hereof and any person acquiring a beneficial interest herein, agree to treat this
Security as indebtedness for United States federal income tax purposes.
Reference is hereby made to the further provisions of this Security 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 Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
2
In WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
| THE CHUBB CORPORATION |
||||
| By: | /s/ Xxxxxxx X’Xxxxxx | |||
| Name: | Xxxxxxx X’Xxxxxx | |||
| Title: Vice Chairman and CFO | ||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: Treasurer and Vice President | ||||
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
|
||||
| This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture. THE BANK OF NEW YORK TRUST COMPANY, N.A. |
||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: Dated: |
Authorized Signatory May 6, 2008 |
|||
3
REVERSE OF SENIOR NOTES
This Security is one of a duly authorized issue of securities of the Company, issued and to be
issued in one or more series under the indenture, dated as of October 25, 1989 between the Company
and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Trust Company, N.A., as
successor to Bank One Trust Company, N.A. (formerly the First National Bank of Chicago)), as
trustee (the “Trustee”), as amended and supplemented through the date hereof (the “Indenture”), to
which Indenture and all other indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Securities, and of the terms upon which the Securities
are, and are to be, authenticated and delivered. By the terms of the Indenture, the Securities are
issuable in series that may vary as to amount, date of maturity, rate of interest, rank and in any
other respect provided in the Indenture.
All terms used in this Security that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
The Securities will be redeemable in whole at any time or in part from time to time, at the
Company’s option, at a redemption price equal to the greater of:
| • | 100% of the principal amount of the Security to be redeemed; and | ||
| • | the sum of the present values of the remaining scheduled payments of principal and interest on the Security to be redeemed (exclusive of accrued and unpaid interest to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 0.30%, |
in each case plus accrued and unpaid interest to the redemption date.
For the purposes of the preceding paragraph:
| • | “Treasury Rate” means the semi-annual equivalent yield to maturity of the Treasury Security that corresponds to the Treasury Price (calculated in accordance with standard market practice and computed as of the second trading day preceding the redemption date); | ||
| • | “Treasury Security” means the United States Treasury security that the Treasury Dealer determines would be appropriate to use, at the time of determination and in accordance with standard market practice, in pricing the Security being redeemed in a tender offer based on a spread to United States Treasury yields; | ||
| • | “Treasury Price” means the bid-side price for the Treasury Security as of the third trading day preceding the redemption date, as set forth in the daily statistical release (or any successor release) published by the Wall Street Journal in the table entitled “Treasury Bonds, Notes and Bills,” as determined by the Treasury Dealer except that: (i) if that release (or any successor release) is not published or does not contain that |
4
| price information on that trading day; or (ii) if the Treasury Dealer determines that the price information is not reasonably reflective of the actual bid-side price of the Treasury Security prevailing at 3:30 p.m., New York City time, on that trading day, then Treasury Price will instead mean the bid-side price for the Treasury Security at or around 3:30 p.m., New York City time, on that trading day (expressed on a next trading day settlement basis) as determined by the Treasury Dealer through such alternative means as are commercially reasonable under the circumstances; and | |||
| • | “Treasury Dealer” means Citigroup Global Markets Inc. (or its successor) or, if Citigroup Global Markets Inc. (or its successor) refuses to act as Treasury Dealer for this purpose or ceases to be a primary U.S. Government securities dealer, another nationally recognized investment banking firm that is a primary U.S. Government securities dealer specified by the Company for these purposes. |
Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of the Securities to be redeemed at its registered address. Unless
the Company defaults in payment of the redemption price, on and after the redemption date, interest
will cease to accrue on the Securities or portions thereof called for redemption.
The Company will not be required (i) to issue, register the transfer of or exchange any
Securities during a period beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of the Securities selected for redemption and ending at the close
of business on the day of such mailing, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed portion of such
Securities being redeemed in part.
No sinking fund is provided for the Securities. The Indenture contains provisions for
satisfaction, discharge and defeasance of the entire indebtedness of this Security upon compliance
by the Company with certain conditions set forth in the Indenture, which conditions apply to this
Security.
In case an Event of Default, as defined in the Indenture, with respect to the Securities,
shall have occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and the Trustee, with the consent of
the Holders of not less than a majority in aggregate principal amount of the Securities at the time
Outstanding (as defined in the Indenture) of all series to be affected (voting as one class),
evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of the Securities of
each such series; provided, however, that no such supplemental indenture shall (i) extend the final
maturity of any Security, or reduce the principal amount thereof or any premium thereon, or reduce
the rate or extend the time of payment of any interest thereon, or reduce any amount payable on
redemption thereof, or reduce the amount of the principal of an Original Issue
5
Discount Security that would be due and payable upon an acceleration of the maturity thereof or
provable in bankruptcy, or change the currency of payments of principal, premium, if any, or
interest, or extend the time or reduce the amount of any payment to any sinking fund or analogous
obligation relating to any Security, or impair or affect the rights of any Holder to institute suit
for the payment thereof, without the consent of the Holder of each Security so affected, or (ii)
reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any
such supplemental indenture, without the consent of the Holder of each Security affected or (iii)
reduce the percentage of Securities of this series outstanding necessary to consent to waive any
past default under the Indenture to less than a majority, without the consent of the Holder of each
Security so affected, or (iv) modify the provisions of the sections of the Indenture dealing with
supplementary indentures or waivers of covenants, except to increase any such percentage or to
provide that certain other provisions of the Indenture cannot be modified or waived without the
consent of the Holder of each Security affected thereby, provided, however, that this clause shall
not be deemed to require the consent of any Holder with respect to changes in the references to
“the Trustee” and concomitant changes in such sections of the Indenture or the deletion of this
proviso, in accordance with the requirements of the Indenture. It is also provided in the
Indenture that, with respect to certain defaults or Events of Default regarding the Securities of
any series, prior to any declaration accelerating the maturity of such Securities, the Holders of a
majority in aggregate principal amount Outstanding of the Securities of such series (or, in the
case of certain defaults or Events of Default, all or certain series of the Securities) may on
behalf of the Holders of all the Securities of such series (or all or certain series of the
Securities, as the case may be) waive any such past default or Event of Default and its
consequences. The preceding sentence shall not, however, apply to a default in the payment of the
principal of or premium, if any, or interest on any of the Securities. Any such consent or waiver
by the Holder of this Security (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders and owners of this Security and any
Security which may be issued in exchange or substitution herefor, irrespective of whether or not
any notation thereof is made upon this Security or such other Securities.
No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.
Upon due presentment for registration of transfer of this Security at the office or agency of
the Company in the Borough of Manhattan, The City of New York, a new Security or Securities of
authorized denominations for an equal aggregate principal amount will be issued to the transferee
in exchange therefor, subject to the limitations provided in the Indenture, without charge except
for any tax or other governmental charge imposed in connection therewith.
The Company, the Trustee and any authorized agent of the Company or the Trustee may deem and
treat the registered Holder hereof as the absolute owner of this Security (whether or not this
Security shall be overdue and notwithstanding any notation of ownership or other writing hereon),
for the purpose of receiving payment of, or on account of, the principal hereof and premium, if
any, and subject to the provisions on the face hereof, interest hereon, and for all other purposes,
and neither the Company nor the Trustee nor any authorized agent of the Company or the Trustee
shall be affected by any notice to the contrary.
6
No recourse under or upon any obligation, covenant or agreement of the Company in the
Indenture or any indenture supplemental thereto or in any Security, or because of the creation of
any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer
or director, as such, of the Company or of any successor corporation, either directly or through
the Company or any successor corporation, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the acceptance hereof and as
part of the consideration for the issue hereof.
The Securities are issuable only in registered form without coupons in minimum denominations
of $1,000 and any integral multiples of $1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate
principal amount of Securities of a different authorized denomination, as requested by the Holder
surrendering the same.
THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.
This is one of the Securities referred to in the within mentioned Indenture.
7
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this Security to:
(Insert assignee’s social security or tax identification number)
(Insert address and zip code of assignee)
agent to transfer this Security on the books of the Securities Registrar. The agent may substitute
another to act for him or her.
Dated:
|
Signature: | |
| Signature Guarantee: |
(Sign exactly as your name appears on the other side of this Security)
Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of
the Securities Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Securities Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.
SCHEDULE I
SCHEDULE OF PRINCIPAL AMOUNT REDUCTIONS
Principal amount of Securities outstanding represented by this certificate as of May 6, 2008:
$500,000,000
Thereafter, the following decreases have been made:
| Notation Made by or | ||||||
| Principal Amount | Principal Amount | on Behalf of the | ||||
| Date of Redemption | Redeemed | Remaining | Trustee | |||
9
This Security is a Global Security within the meaning of the
Indenture (as defined on the Reverse of this Security)
hereinafter referred to and is registered in the name of The
Depository Trust Company (the “Depository”) or a
nominee of the Depository. This Security is exchangeable for
Securities registered in the name of a person other than the
Depository or its nominee only in the limited circumstances
described in the Indenture and 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. Unless this Security is presented by an
authorized representative of the Depository (55 Xxxxx Xxxxxx,
Xxx Xxxx) to The Chubb Corporation or its agent for registration
of transfer, exchange or payment, and any Security issued is
registered in the name of Cede & Co. or such other
name as requested by an authorized representative of the
Depository and any payment hereon is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
|
No. 2
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Principal Amount: $100,000,000 | |
|
Issue Date: May 6, 2008
|
CUSIP: 000000XX0 | |
| ISIN: US171232AR24 |
THE CHUBB
CORPORATION
5.75% Senior Notes due 2018
THE CHUBB CORPORATION, a corporation organized and existing
under the laws of New Jersey (hereinafter 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 principal sum of one hundred million
dollars ($100,000,000) as may be revised from time to time on
Schedule I hereto, and all accrued and unpaid interest
thereof on May 15, 2018, or if such day is not a Business
Day, the following Business Day, and to pay interest thereon
from and including May 6, 2008, or from and including the
most recent Interest Payment Date on which interest has been
paid or duly provided for, semi-annually in arrears on November
15 and May 15 of each year, commencing on November 15,
2008, at the rate of 5.75% per annum to and including
May 15, 2018 or earlier redemption date of this Security
(each such date, an “Interest Payment Date”).
The amount of interest payable for any full semi-annual period
will be computed on the basis of a
360-day year
consisting of twelve
30-day
months. The amount of interest payable for any period shorter
than a full semi-annual period for which interest is computed
will be computed on the basis of a
30-day month
and, for any period less than a month, on the basis of the
actual number of days elapsed per
30-day
month. In the event that any Interest Payment Date or the
maturity date is not a Business Day, then payment of the
interest or principal payable on such date will be made on the
next succeeding day that is a Business Day with the same force
1
and effect as if made on the date the payment was originally
payable and without any interest or other payment in respect of
the delay.
The interest installment 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 Security
is registered on the first Business Day of the month in which
the Interest Payment Date falls or on any other day more than
one and less than sixty Business Days prior to such Interest
Payment Date that the Company chooses (such day, an
“Alternate Record Date”); provided that the Company
shall provide written notice of such Alternate Record Date to
the Trustee not less than ten Business Days prior to the
Alternate Record Date.
A “Business Day” shall mean any day other than
(i) a Saturday or Sunday, (ii) a day on which banking
institutions in The City of New York are authorized or required
by law or executive order to remain closed or (iii) a day
on which the Corporate Trust Office of the Trustee is
closed for business.
Payment of the principal of (and premium, if any) and interest
on this Security will be made at the office or agency of the
Company maintained for that purpose in the United States, 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 the
Company payment of interest may be made (i) by check mailed
to the address of the Person entitled thereto as such address
shall appear in the securities register or (ii) by wire
transfer in immediately available funds at such place and to
such bank account as may be designated by the Person entitled
thereto as specified in the securities register in writing not
less than ten days before the relevant Interest Payment Date.
The Company and, by acceptance of this Security or a beneficial
interest in this Security, each Holder hereof and any person
acquiring a beneficial interest herein, agree to treat this
Security as indebtedness for United States federal income tax
purposes.
Reference is hereby made to the further provisions of this
Security 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 Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
2
In WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.
| By: |
/s/ Xxxxxxx
X’Xxxxxx
|
Name: Xxxxxxx X’Xxxxxx
Title: Vice Chairman and CFO
| By: |
/s/ Xxxxxxx
X. Xxxxxxxxx
|
Name: Xxxxxxx X. Xxxxxxxxx
Title: Treasurer and Vice President
TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK TRUST
COMPANY, N.A.
COMPANY, N.A.
| By: |
/s/ Xxxxxx
X. Xxxxxx
|
Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatory
Dated: May 6, 2008
3
REVERSE
OF SENIOR NOTES
This Security is one of a duly authorized issue of securities of
the Company, issued and to be issued in one or more series under
the indenture, dated as of October 25, 1989 between the
Company and The Bank of New York Trust Company, N.A. (as
successor to JPMorgan Trust Company, N.A., as successor to
Bank One Trust Company, N.A. (formerly the First National
Bank of Chicago)), as trustee (the “Trustee”), as
amended and supplemented through the date hereof (the
“Indenture”), to which Indenture and all other
indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Trustee, the Company and
the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. By
the terms of the Indenture, the Securities are issuable in
series that may vary as to amount, date of maturity, rate of
interest, rank and in any other respect provided in the
Indenture.
All terms used in this Security that are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
The Securities will be redeemable in whole at any time or in
part from time to time, at the Company’s option, at a
redemption price equal to the greater of:
| • | 100% of the principal amount of the Security to be redeemed; and | |
| • | the sum of the present values of the remaining scheduled payments of principal and interest on the Security to be redeemed (exclusive of accrued and unpaid interest to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 0.30%, |
in each case plus accrued and
unpaid interest to the redemption date.
For the purposes of the preceding paragraph:
| • | “Treasury Rate” means the semi-annual equivalent yield to maturity of the Treasury Security that corresponds to the Treasury Price (calculated in accordance with standard market practice and computed as of the second trading day preceding the redemption date); | |
| • | “Treasury Security” means the United States Treasury security that the Treasury Dealer determines would be appropriate to use, at the time of determination and in accordance with standard market practice, in pricing the Security being redeemed in a tender offer based on a spread to United States Treasury yields; | |
| • | “Treasury Price” means the bid-side price for the Treasury Security as of the third trading day preceding the redemption date, as set forth in the daily statistical release (or any successor release) published by the Wall Street Journal in the table entitled “Treasury Bonds, Notes and Bills,” as determined by the Treasury Dealer except that: (i) if that release (or any successor release) is not published or does not contain that |
4
| price information on that trading day; or (ii) if the Treasury Dealer determines that the price information is not reasonably reflective of the actual bid-side price of the Treasury Security prevailing at 3:30 p.m., New York City time, on that trading day, then Treasury Price will instead mean the bid-side price for the Treasury Security at or around 3:30 p.m., New York City time, on that trading day (expressed on a next trading day settlement basis) as determined by the Treasury Dealer through such alternative means as are commercially reasonable under the circumstances; and |
| • | “Treasury Dealer” means Citigroup Global Markets Inc. (or its successor) or, if Citigroup Global Markets Inc. (or its successor) refuses to act as Treasury Dealer for this purpose or ceases to be a primary U.S. Government securities dealer, another nationally recognized investment banking firm that is a primary U.S. Government securities dealer specified by the Company for these purposes. |
Notice of any redemption will be mailed at least 30 days
but not more than 60 days before the redemption date to
each Holder of the Securities to be redeemed at its registered
address. Unless the Company defaults in payment of the
redemption price, on and after the redemption date, interest
will cease to accrue on the Securities or portions thereof
called for redemption.
The Company will not be required (i) to issue, register the
transfer of or exchange any Securities during a period beginning
at the opening of business 15 days before the day of the
mailing of a notice of redemption of the Securities selected for
redemption and ending at the close of business on the day of
such mailing, or (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of such Securities being
redeemed in part.
No sinking fund is provided for the Securities. The Indenture
contains provisions for satisfaction, discharge and defeasance
of the entire indebtedness of this Security upon compliance by
the Company with certain conditions set forth in the Indenture,
which conditions apply to this Security.
In case an Event of Default, as defined in the Indenture, with
respect to the Securities, shall have occurred and be
continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with
the effect and subject to the conditions provided in the
Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities at the
time Outstanding (as defined in the Indenture) of all series to
be affected (voting as one class), evidenced as in the Indenture
provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of
the provisions of the Indenture or of any supplemental indenture
or modifying in any manner the rights of the Holders of the
Securities of each such series; provided, however, that no such
supplemental indenture shall (i) extend the final maturity
of any Security, or reduce the principal amount thereof or any
premium thereon, or reduce the rate or extend the time of
payment of any interest thereon, or reduce any amount payable on
redemption thereof, or reduce the amount of the principal of an
Original Issue
5
Discount Security that would be due and payable
upon an acceleration of the maturity thereof or provable in bankruptcy, or change the currency of payments of
principal, premium, if any, or interest, or extend the time or
reduce the amount of any payment to any sinking fund or
analogous obligation relating to any Security, or impair or
affect the rights of any Holder to institute suit for the
payment thereof, without the consent of the Holder of each
Security so affected, or (ii) reduce the aforesaid
percentage of Securities, the Holders of which are required to
consent to any such supplemental indenture, without the consent
of the Holder of each Security affected or (iii) reduce the
percentage of Securities of this series outstanding necessary to
consent to waive any past default under the Indenture to less
than a majority, without the consent of the Holder of each
Security so affected, or (iv) modify the provisions of the
sections of the Indenture dealing with supplementary indentures
or waivers of covenants, except to increase any such percentage
or to provide that certain other provisions of the Indenture
cannot be modified or waived without the consent of the Holder
of each Security affected thereby, provided, however, that this
clause shall not be deemed to require the consent of any Holder
with respect to changes in the references to “the
Trustee” and concomitant changes in such sections of the
Indenture or the deletion of this proviso, in accordance with
the requirements of the Indenture. It is also provided in the
Indenture that, with respect to certain defaults or Events of
Default regarding the Securities of any series, prior to any
declaration accelerating the maturity of such Securities, the
Holders of a majority in aggregate principal amount Outstanding
of the Securities of such series (or, in the case of certain
defaults or Events of Default, all or certain series of the
Securities) may on behalf of the Holders of all the Securities
of such series (or all or certain series of the Securities, as
the case may be) waive any such past default or Event of Default
and its consequences. The preceding sentence shall not, however,
apply to a default in the payment of the principal of or
premium, if any, or interest on any of the Securities. Any such
consent or waiver by the Holder of this Security (unless revoked
as provided in the Indenture) shall be conclusive and binding
upon such Holder and upon all future Holders and owners of this
Security and any Security which may be issued in exchange or
substitution herefor, irrespective of whether or not any
notation thereof is made upon this Security or such other
Securities.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
Upon due presentment for registration of transfer of this
Security at the office or agency of the Company in the Borough
of Manhattan, The City of New York, a new Security or Securities
of authorized denominations for an equal aggregate principal
amount will be issued to the transferee in exchange therefor,
subject to the limitations provided in the Indenture, without
charge except for any tax or other governmental charge imposed
in connection therewith.
The Company, the Trustee and any authorized agent of the Company
or the Trustee may deem and treat the registered Holder hereof
as the absolute owner of this Security (whether or not this
Security shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving
payment of, or on account of, the principal hereof and premium,
if any, and subject to the provisions on the face hereof,
interest hereon, and for all other purposes, and neither the
Company nor the Trustee nor any authorized agent of the Company
or the Trustee shall be affected by any notice to the contrary.
6
No recourse under or upon any obligation, covenant or agreement
of the Company in the Indenture or any indenture supplemental
thereto or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, as such, of the
Company or of any successor corporation, either directly or
through the Company or any successor corporation, under any rule
of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly
waived and released by the acceptance hereof and as part of the
consideration for the issue hereof.
The Securities are issuable only in registered form without
coupons in minimum denominations of $1,000 and any integral
multiples of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth,
Securities are exchangeable for a like aggregate principal
amount of Securities of a different authorized denomination, as
requested by the Holder surrendering the same.
THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
This is one of the Securities referred to in the within
mentioned Indenture.
7
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this
Security to:
(Insert assignee’s social security or tax identification
number)
(Insert address and zip code of assignee)
agent to transfer this Security on the books of the Securities
Registrar. The agent may substitute another to act for him or
her.
Dated:
Signature:
Signature Guarantee:
(Sign exactly as your name appears on the other side of this
Security)
Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Securities
Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program
(“STAMP”) or such other “signature guarantee
program” as may be determined by the Securities Registrar
in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.
8
SCHEDULE I
SCHEDULE OF
PRINCIPAL AMOUNT REDUCTIONS
Principal amount of Securities outstanding represented by this
certificate as of May 6, 2008: $100,000,000
Thereafter, the following decreases have been made:
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Notation Made by or |
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Principal Amount |
Principal Amount |
on Behalf of the |
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Date of Redemption
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Redeemed | Remaining | Trustee | |||||||||
9
