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EXHIBIT 4.15
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REGIONS FINANCIAL CORPORATION
AND
BANKERS TRUST COMPANY
as Trustee
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SECOND SUPPLEMENTAL INDENTURE
DATED AS OF MARCH 5, 2001
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Supplement to Indenture dated as of February 26, 2001
(Subordinated Debt Securities)
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SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of March 5, 2001 by and between
REGIONS FINANCIAL CORPORATION, a Delaware corporation (hereinafter called the
"Company"), and BANKERS TRUST COMPANY, a New York banking corporation (hereafter
called the "Trustee"), having a Corporate Trust Office at 0 Xxxxxx Xxxxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, as Trustee under the Indenture (as hereinafter
defined).
RECITALS
WHEREAS, the Company and the Trustee have entered into an Indenture
dated as of February 26, 2001 (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 Second 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 Second 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 Second 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 Second 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 SECOND 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 "7.00% Subordinated Notes
due 2011" (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 Second Supplemental Indenture. The
Stated Maturity of the Notes shall be March 1, 2011. 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.$500,000,000 in aggregate principal amount, and may, upon the execution and
delivery of this Second 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. DEFEASANCE NOT APPLICABLE TO 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 upon execution and delivery of
this Second Supplemental Indenture. By execution,
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acknowledgment and delivery of this Second 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 Second 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. Bankers
Trust Company, 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 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 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 Bankers Trust Company, 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 Bankers Trust
Company, 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, 7.65% Subordinated
Notes due 2001 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 Bankers Trust Company, shall not constitute Senior Debt
under the definition thereof contained in the Indenture and each such series
shall rank pari passu with the Notes.
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ARTICLE FIVE
MISCELLANEOUS
SECTION 5.1. APPLICATION OF SECOND SUPPLEMENTAL
INDENTURE. Each and every term and condition contained in this Second
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 SECOND SUPPLEMENTAL INDENTURE.
Nothing contained in this Second 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 Second
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 Second 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 SECOND SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
SECTION 5.6. COUNTERPARTS. This Second 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 Second
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 Second
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
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice Chairman and Executive Financial
Officer
Attest: /s/ Xxxxxx X. Xxxxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxxxx, Xx.
Title: Executive Vice President, General
Counsel and Corporate Secretary
BANKERS TRUST COMPANY
as Trustee
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
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EXHIBIT A TO SECOND 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.]
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REGIONS FINANCIAL CORPORATION
7.00% SUBORDINATED NOTE
DUE 2011
No. ________________ U.S.$ _______________
CUSIP NO. 758940 AF 7
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.$500,000,000 in the aggregate at any time, all of which
shall be represented hereby) by adjustments made on the records of the Trustee
hereinafter referred to in accordance with the Indenture) on March 1, 2011 and
to pay interest thereon, from March 5, 2001, 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 March 1 and September 1 in each year (each an
"Interest Payment Date"), commencing September 1, 2001, at the rate of 7.00% 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 7.00% 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 the
February 15 or August 15 (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, 7.65%
Subordinated Notes due 2001 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 Bankers Trust Company, 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 Bankers Trust
Company, 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 Bankers Trust Company, 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.
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
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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:
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Name:
Title:
(Trustee's Certificate of Authentication)
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
BANKERS TRUST COMPANY, as Trustee
By:
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Authorized Officer
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[FORM OF REVERSE]
This Note is one of a duly authorized issue of securities of the
Company designated as its "7.00% Subordinated Notes due 2011" (herein called the
"Notes"), limited in aggregate principal amount to U.S. $500,000,000, issued and
to be issued under an Indenture, dated as of February 26, 2001 (herein called
the "Base Indenture"), between the Company and Bankers Trust Company, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Base Indenture), and a Second Supplemental Indenture, dated as of March 5,
2001 between the Company and the Trustee (the "Second Supplemental Indenture";
the Base Indenture, as supplemented by the Second 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 March 1, 2011.
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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(1)
(2) 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:
(3) 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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(b) 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.
