THE HARTFORD FINANCIAL SERVICES GROUP, INC.
and
JPMORGAN CHASE BANK,
as Trustee
__________________________________________________________________
SUPPLEMENTAL INDENTURE NO. 4
Dated as of July 10, 2003
__________________________________________________________________
4.625% Senior Notes due July 15, 2013
TABLE OF CONTENTS
--------------------------------------------------------------------------------
PAGE
ARTICLE 1
DEFINITIONS
Section 1.01. Relation to Base Indenture......................................2
Section 1.02. Definition of Terms.............................................2
ARTICLE 2
THE NOTES
Section 2.01. Designation.....................................................4
Section 2.02. Principal Amount; Series Treatment for Additional Notes.........4
Section 2.03. Form of Notes; Global Form......................................5
Section 2.04. Restrictive Legends.............................................6
Section 2.05. Transfer Restrictions...........................................9
Section 2.06. Additional Interest............................................12
ARTICLE 3
REDEMPTION OF THE NOTES
Section 3.01. Redemption by the Company......................................12
ARTICLE 4
DEFEASANCE
Section 4.01. Defeasance.....................................................12
ARTICLE 5
MISCELLANEOUS
Section 5.01. Rule 144A Information; No Resales by Affiliates................12
Section 5.02. Ratification of Indenture......................................13
Section 5.03. Trustee Not Responsible for Recitals...........................13
Section 5.04. New York Law to Govern.........................................13
Section 5.05. Separability...................................................13
Section 5.06. Counterparts...................................................13
THIS SUPPLEMENTAL INDENTURE NO. 4 (this "SUPPLEMENTAL INDENTURE") dated
as of July 10, 2003 is between THE HARTFORD FINANCIAL SERVICES GROUP, INC. a
Delaware corporation (the "COMPANY"), and JPMORGAN CHASE BANK, a New York
banking corporation (successor to The Chase Manhattan Bank (National
Association)), as Trustee (the "TRUSTEE").
R E C I T A L S
WHEREAS, the Company has heretofore executed and delivered to the
Trustee a Senior Indenture dated as of October 20, 1995, as amended and
supplemented by Supplemental Indenture No. 1 dated as of December 27, 2000, each
between the Company and the Trustee (the "BASE INDENTURE" and, together with
this Supplemental Indenture, the "INDENTURE"), providing for the issuance from
time to time of series of the Company's Securities (as defined in the Base
Indenture);
WHEREAS, Section 901(4) of the Base Indenture provides for the Company
and the Trustee to enter into an indenture supplemental to the Base Indenture to
establish the form or terms of Securities of any series as permitted by Sections
201 or 301 of the Base Indenture;
WHEREAS, pursuant to Section 301 of the Base Indenture, the Company
wishes to provide for the issuance of a new series of Securities to be known as
its 4.625% Senior Notes due July 15, 2013, the form and terms of such Securities
and the terms, provisions and conditions thereof to be set forth as provided in
this Supplemental Indenture;
WHEREAS, the Company has requested that the Trustee execute and deliver
this Supplemental Indenture and all requirements necessary to make this
Supplemental Indenture a valid, binding and enforceable instrument in accordance
with its terms, and to make the Notes, when executed by the Company and
authenticated and delivered by the Trustee, the valid, binding and enforceable
obligations of the Company, have been done and performed, and the execution and
delivery of this Supplemental Indenture has been duly authorized in all
respects.
NOW, THEREFORE, in consideration of the covenants and agreements set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE 1
DEFINITIONS
Section 1.01. Relation to Base Indenture. This Supplemental Indenture
constitutes an integral part of the Base Indenture.
Section 1.02. Definition of Terms. For all purposes of this Supplemental
Indenture:
(a) Capitalized terms used herein without definition shall have the
meanings specified in the Base Indenture;
(b) a term defined anywhere in this Supplemental Indenture has the
same meaning throughout;
(c) the singular includes the plural and vice versa;
(d) headings are for convenience of reference only and do not affect
interpretation;
(e) the following terms have the meanings given to them in this
Section 1.02(e):
"ADDITIONAL INTEREST" shall have the meaning set forth in the
Registration Rights Agreement.
"DEPOSITARY" means the clearing agency registered under the Exchange
Act that is designated to act as the Depositary for the Global Notes. The
Depository Trust Company shall be the initial Depositary, until a successor
shall have been appointed and become such pursuant to the applicable provisions
of the Indenture, and thereafter, "DEPOSITARY" shall mean or include such
successor.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
"EXCHANGE OFFER" means the exchange offer by the Company of Exchange
Notes for Initial Notes pursuant to the Registration Rights Agreement.
"EXCHANGE OFFER REGISTRATION STATEMENT" means a registration statement
relating to an Exchange Offer on an appropriate form and all amendments and
supplements to such registration statement, in each case including the
prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.
"EXCHANGE NOTES" means the debt securities of the Company to be offered
to Holders in exchange for the Initial Notes pursuant to the Exchange
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Offer or otherwise pursuant to a Registration of the Exchange Notes containing
terms identical to the Notes for which they are exchanged, except that (i)
interest thereon shall accrue from the last date on which interest was paid on
the Notes (unless the Exchange Note is issued after an interest record date and
prior to the corresponding interest payment date in which case interest shall
accrue from such interest payment date) or, if no such interest has been paid,
from the date that the Notes were originally issued under the Indenture, (ii)
the provisions relating to Additional Interest (other than any Additional
Interest accrued through the date of issuance of such Exchange Notes) will be
eliminated and (iii) the provisions contained in this Supplemental Indenture
with respect to restrictions on transfers of the Notes, in order for such
transfers to comply with the Securities Act (including the requirement that a
Restrictive Legend be affixed thereto), will be eliminated.
"GLOBAL NOTE" shall have the meaning set forth in Section 2.03(b)
hereof.
"INITIAL NOTES" means (i) all Notes issued on the date of this
Supplemental Indenture, (ii) any additional Notes issued under Section 2.02
hereof in any offering not registered under the Securities Act and (iii) any
Notes issued in replacement therefor, but not including any Exchange Notes
issued in exchange therefor.
"INTEREST" means any interest payable on the Notes including Additional
Interest, if any.
"NOTE" or "NOTES" means any 4.625% Senior Note due July 15, 2013 or any
4.625% Senior Notes due July 15, 2013, in each case, authenticated and delivered
under this Supplemental Indenture, including any Global Note.
"REGISTRATION" means a registered exchange offer for the Notes by the
Company or other registration of the Notes under the Securities Act pursuant to
and in accordance with the terms of the Registration Rights Agreement.
"REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
dated as of July 10, 2003 among the Company and Banc of America Securities LLC,
Wachovia Capital Markets, LLC and Banc One Capital Markets, Inc.
"REGISTRATION STATEMENT" means the Registration Statement pursuant to,
and as defined in, the Registration Rights Agreement.
"RESTRICTIVE LEGEND" means the legend set forth in Section 2.04(a)
hereof.
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"RULE 144A" means Rule 144A under the Securities Act.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
Each of the following terms is defined in the section set forth
opposite such term:
TERM SECTION
---- -------
Agent Members.....................Section 2.05(b)(v)
Base Indenture....................Recitals
Company...........................Preamble
Global Note.......................Section 2.03(b)
Indenture.........................Recitals
Supplemental Indenture............Preamble
Trustee...........................Preamble
ARTICLE 2
THE NOTES
Section 2.01. Designation. The Company hereby establishes a series of
Securities for issuance under the Indenture designated the "4.625% Senior Notes
due July 15, 2013."
Section 2.02. Principal Amount; Series Treatment for Additional Notes. (a)
The Notes shall be initially limited to an aggregate principal amount of
$320,000,000 (excluding Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section
304, 305, 306, 906 or 1106 of the Base Indenture). The Company may, subject to
applicable U.S. federal tax law requirements, without notice to or the consent
of the Holders of the Outstanding Notes, issue additional notes of the same
tenor as the Notes by Company Order and upon compliance with the provisions of
Sections 102 and 303 of the Base Indenture, so that such additional notes and
the Outstanding Notes shall form a single series of Securities under the
Indenture.
(b) Any additional Notes issued under this Section 2.02 shall have the same
terms in all respects as the Outstanding Notes, except that interest will accrue
on the additional Notes from the most recent date to which interest has been
paid on the Notes (other than the additional Notes) or, if no interest has been
paid on the Notes, from the date that the Notes were originally issued under the
Indenture.
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(c) For all purposes of the Indenture, all Notes, whether Initial Notes,
Exchange Notes or additional Notes issued under this Section 2.02 shall
constitute one series of Securities and shall Act together as one series of
Securities.
Section 2.03. Form of Notes; Global Form. (a) The Notes shall be
substantially in the form of Exhibit A hereto. The terms and provisions
contained in the form of Notes set forth in Exhibit A shall constitute, and are
hereby expressly made, a part of the Indenture.
Any of the Notes may have such letters, numbers or other marks of
identification and such notations, legends, endorsements or changes as the
officers executing the same may approve (execution thereof to be conclusive
evidence of such approval) and as are not inconsistent with the provisions of
the Indenture, or as may be required by the Depositary or as may be required for
the Initial Notes to be tradeable on any market developed for trading of
securities pursuant to Rule 144A or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any securities exchange or automated quotation system on
which the Notes may be listed, or to conform to usage, or to indicate any
special limitations or restrictions to which any particular Notes are subject.
(b) So long as the Notes are eligible for book-entry settlement with the
Depositary, or unless otherwise required by law, or otherwise contemplated by
Section 2.05(b) hereof, all of the Notes shall be represented by one or more
Notes in global form registered in the name of the Depositary or the nominee of
the Depositary (collectively, the "GLOBAL NOTES") and shall be deposited with
the Depositary or the Trustee as custodian therefor. The transfer and exchange
of beneficial interests in any such Global Note shall be effected through the
Depositary in accordance with the Indenture and the applicable procedures of the
Depositary. Except as provided in Section 2.05(b) hereof, beneficial owners of a
Global Note shall not be entitled to have certificates registered in their
names, will not receive or be entitled to receive physical delivery of
certificates in definitive form and will not be considered Holders of such
Global Note.
Any Global Note shall represent such of the Outstanding Notes as shall be
specified therein and shall represent the aggregate amount of Outstanding Notes
from time to time endorsed thereon and the aggregate amount of Outstanding Notes
represented thereby may from time to time be increased or reduced to reflect
transfers or exchanges permitted hereby. Any endorsement of a Global Note to
reflect the amount of any increase or decrease in the amount of Outstanding
Notes represented thereby shall be made by the Trustee in such manner and upon
instructions given by or through the Depositary in accordance with the
Indenture. Payment of principal of and interest and premium, if any, on
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any Global Note shall be made to the Holder of such Note in accordance with the
procedures of the Depositary.
Section 2.04. Restrictive Legends. Except as otherwise provided in Section
2.04(c)hereof, each Initial Note shall bear the following legend on the face
thereof:
THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF
THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THE
SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY
IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A OR REGULATION S THEREUNDER. BY ITS ACQUISITION HEREOF, THE
HOLDER OF THIS SECURITY (1) REPRESENTS THAT IT IS (A) A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ("RULE 144A") UNDER THE
SECURITIES ACT) OR (B) A PERSON THAT, AT THE TIME THE BUY ORDER FOR
THIS SECURITY WAS ORIGINATED, WAS OUTSIDE THE UNITED STATES AND WAS
NOT A U.S. PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR BENEFIT
OF A U.S. PERSON), (2) AGREES FOR THE BENEFIT OF THE ISSUER OF THIS
SECURITY THAT PRIOR TO (x) THE DATE WHICH IS TWO YEARS (OR SUCH
SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE
SECURITIES ACT) AFTER THE LATER OF THE DATE OF ORIGINAL ISSUE OF THIS
SECURITY AND ANY PREDECESSOR OF THIS SECURITY AND THE LAST DATE ON
WHICH THE ISSUER OF THIS SECURITY OR ANY OF ITS "AFFILIATES" (AS
DEFINED IN RULE 144 UNDER THE SECURITIES ACT) WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR THERETO) OR (y) SUCH LATER DATE, IF ANY,
AS MAY BE REQUIRED BY APPLICABLE LAW, SUCH SECURITY MAY BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED, ONLY TO (A) THE ISSUER OF THIS
SECURITY, (B) A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) PURCHASING FOR
ITS OWN ACCOUNT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (C) A PERSON THAT, AT THE TIME THE BUY
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ORDER FOR THIS SECURITY WAS ORIGINATED, WAS OUTSIDE THE UNITED STATES
AND WAS NOT A U.S. PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR
BENEFIT OF A U.S. PERSON), (D) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER
(IF APPLICABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
OPINION OF COUNSEL IF THE ISSUER OF THIS SECURITY SO REQUESTS), OR (F)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (3) AGREES THAT
IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE
ISSUER OF THIS SECURITY SHALL HAVE THE RIGHT PRIOR TO ANY OFFER, SALE
OR TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(D) OR 2(E) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR
OTHER INFORMATION SATISFACTORY TO IT. AS USED HEREIN, THE TERMS
"UNITED STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN
TO THEM BY REGULATION S UNDER THE SECURITIES ACT.
(b) Each Global Note shall also bear the following legend on the face
thereof:
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE (1) BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR (2) BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR (3) BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR
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DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
Each Global Note for which The Depository Trust Company is the
Depositary shall also bear the following legend on the face thereof:
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 SUCH OTHER NAME AS 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 SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
(c) (i). If the Company determines (upon the advice of counsel and such
other certifications and evidence as the Company may reasonably require) that
any Note is eligible for resale pursuant to Rule 144(k) under the Securities Act
(or a successor provision) and that the Restrictive Legend is no longer
necessary or appropriate in order to ensure that subsequent transfers of such
Note (or a beneficial interest therein) are effected in compliance with the
Securities Act, or
(ii) after an Initial Note is (x) sold pursuant to an effective
registration statement under the Securities Act, pursuant to the
Registration Rights Agreement or otherwise, or (y) exchanged for an
Exchange Note,
the Company may by Company Order instruct the Trustee to cancel such Note and
issue to the Holder thereof (or to its transferee) a new Note of like tenor and
amount (including an Exchange Note, where applicable), registered in the name of
the Holder thereof (or its transferee), that does not bear the Restrictive
Legend, and the Trustee will comply with such instruction. If a Note to be
reissued under this Section 2.04(c) without a Restrictive Legend is represented
by a Global Note bearing the Restrictive Legend, the principal amount of the
legended Global Note shall be reduced by the principal amount of the Note to be
reissued without the Restrictive Legend and the principal amount of a Global
Note without the Restrictive Legend shall be increased by an equal principal
amount. If a Global Note without the Restrictive Legend is not then Outstanding,
the Company shall
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execute, and the Trustee shall authenticate and deliver, a Global Note without
the Restrictive Legend to the Depositary, which Global Note shall be deposited
with the Depositary or the Trustee as custodian therefor.
Section 2.05. Transfer Restrictions. By its acceptance of any Note bearing
the Restrictive Legend, each Holder of such a Note acknowledges the restrictions
on transfer of such Note set forth in this Supplemental Indenture and in the
Restrictive Legend and agrees that it will transfer such Note only as provided
in this Supplemental Indenture and the Restrictive Legend. The Company and the
Trustee, as Securities Registrar, shall not register a transfer of any such Note
unless such transfer complies with the restrictions on transfer of such Note set
forth in this Supplemental Indenture and the Restrictive Legend, provided that
the Trustee, as Securities Registrar, shall be protected in registering any such
transfer if the form of assignment (required by the form of Note to be included
on all Notes other than Exchange Notes) attached thereto shall have been
appropriately completed. In connection with any transfer of such Notes, each
Holder agrees by its acceptance of such Notes to furnish the Trustee, as
Securities Registrar, or the Company such certifications, legal opinions or
other information as the Company may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or a transaction not
subject to, the registration requirements of the Securities Act; provided that
the Trustee shall not be required to determine (but may rely on a determination
made by the Company with respect to) the sufficiency of any such certifications,
legal opinions or other information.
The Trustee shall retain copies of all letters, notices and other written
communications received pursuant to this Section 2.05(a). The Company shall have
the right to inspect and make copies of all such letters, notices or other
written communications at any reasonable time upon the giving of reasonable
written notice to the Trustee.
The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Supplemental Indenture or under applicable law with respect to any transfer of
any interest in any Note (including any transfers between or among members of,
or participants in, the Depositary or beneficial owners of interests in any
Global Note) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Supplemental Indenture, and to examine
the same to determine substantial compliance as to form with the express
requirements hereof.
(b) The following provisions shall apply only to Global Notes:
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(i) Each Global Note authenticated under this Supplemental Indenture
shall be registered in the name of the Depositary, or a nominee thereof,
and delivered to such Depositary, or a nominee thereof, or the Trustee if
the Trustee is acting as custodian for the Depositary or its nominee with
respect to such Global Note, and each such Global Note shall constitute a
single Note for all purposes of the Indenture.
(ii) Notwithstanding any other provision in the Indenture, no Global
Note may be exchanged in whole or in part for Notes registered, and no
transfer of a Global Note in whole or in part may be registered, in the
name of any Person other than the Depositary, or a nominee thereof, unless
(A) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Note or if at any time such
Depositary ceases to be a clearing agency registered under the Exchange
Act, (B) the Company executes and delivers to the Trustee a Company Order
that such Global Note shall be so exchangeable or (C) there shall have
occurred and be continuing an Event of Default with respect to the Notes.
Any Global Note exchanged pursuant to clause (A) or (C) above shall be so
exchanged in whole, and not in part, and any Global Note exchanged pursuant
to clause (B) above may be exchanged in whole, or from time to time in
part, as directed by the Company. Any Note issued in exchange for a Global
Note, or any portion thereof, shall be a Global Note; provided that any
such Note so issued that is registered in the name of a Person other than
the Depositary, or a nominee thereof, shall not be a Global Note.
(iii) Securities issued in exchange for a Global Note, or any portion
thereof, pursuant to clause (ii) above shall be issued in definitive, fully
registered form, without interest coupons, shall have an aggregate
principal amount equal to that of such Global Note, or portion thereof, to
be so exchanged, shall be registered in such names and be in such
authorized denominations as the Depositary shall designate and shall bear
any legends required hereunder. Any Global Note to be exchanged in whole
shall be surrendered by the Depositary to the Trustee, as Securities
Registrar. With regard to any Global Note to be exchanged in part, either
such Global Note shall be so surrendered for exchange or, if the Trustee is
acting as custodian for the Depositary or its nominee with respect to such
Global Note, the principal amount thereof shall be reduced, by an amount
equal to the portion thereof to be so exchanged, by means of an appropriate
adjustment made on the records of the Trustee. Upon any such surrender or
adjustment, the Trustee shall authenticate and make available for delivery
the Note issuable on such exchange to or upon the written order of the
Depositary, or an authorized representative thereof.
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(iv) In the event of the occurrence of any of the events specified in
clause (ii) above, the Company will promptly make available to the Trustee
a reasonable supply of certificated Notes in definitive, fully registered
form, without interest coupons.
(v) Neither any members of, or participants in, the Depositary ("AGENT
MEMBERS") nor any other Persons on whose behalf Agent Members may act shall
have any rights under the Indenture with respect to any Global Note
registered in the name of the Depositary, or any nominee thereof, and the
Depositary or such nominee, as the case may be, may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner and Holder of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company,
the Trustee or any agent of the Company or the Trustee from giving effect
to any written certification, proxy or other authorization furnished by the
Depositary or such nominee, as the case may be, or impair, as between the
Depositary, its Agent Members and any other Person on whose behalf an Agent
Member may act, the operation of customary practices of such Persons
governing the exercise of the rights of a Holder of any Note.
(vi) At such time as all interests in a Global Note have been
redeemed, paid, canceled or exchanged for Notes in certificated form, such
Global Note shall, upon receipt thereof, be canceled by the Trustee in
accordance with standing procedures and instructions existing between the
Depositary and the Trustee. At any time prior to such cancellation, if any
interest in a Global Note is redeemed, paid, canceled or exchanged for
Notes in certificated form, the principal amount of such Global Note shall,
in accordance with the standing procedures and instructions existing
between the Depositary and the Trustee, be appropriately reduced, and an
endorsement shall be made on such Global Note, by the Trustee, at the
direction of the Trustee, to reflect such reduction.
(vii) None of the Company, the Trustee nor any agent of the Company or
the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Note or maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
(viii) Unless and until it is exchanged in whole or in part for Notes
in definitive form, a Global Note may not be transferred except as a whole
(A) by the Depositary to a nominee of the Depositary or (B) by a nominee of
the Depositary to the Depositary or another nominee of the
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Depositary or (C) by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary.
Section 2.06. Additional Interest. If a Registration Default (as defined in
the Registration Rights Agreement) occurs with respect to the Notes, the
interest rate borne by the Notes shall be increased as provided in the
Registration Rights Agreement.
Additional Interest (as defined in the Registration Rights Agreement)
shall, for purposes of the Notes, constitute "interest" under Section 307 of the
Base Indenture and interest for all purposes of the Indenture.
ARTICLE 3
REDEMPTION OF THE NOTES
Section 3.01. Redemption by the Company. The Notes may be redeemed at the
option of the Company on the terms and conditions set forth in the form of Note
attached as Exhibit A hereto.
ARTICLE 4
DEFEASANCE
Section 4.01. Defeasance. The Notes shall be subject to defeasance at the
option of the Company in accordance with the terms and conditions set forth in
Section 403 of the Base Indenture.
ARTICLE 5
MISCELLANEOUS
Section 5.01. Rule 144A Information; No Resales by Affiliates. (a) Within
the period prior to the expiration of the holding period applicable to sales
thereof under Rule 144(k) under the Securities Act (or any successor provision),
the Company covenants and agrees that it shall, during any period in which it is
not subject to Section 13 or 15(d) under the Exchange Act, make available to any
Holder or beneficial owner of Initial Notes in connection with any sale thereof
and any prospective purchaser of Initial Notes designated by such Holder or
beneficial owner, the information required pursuant to Rule 144A(d)(4) under the
Securities Act upon the request of any Holder or beneficial owner of the Initial
Notes and it will take such further action as any Holder or beneficial owner of
such Initial Notes may reasonably request, all to the extent required from time
to
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time to enable such Holder or beneficial owner to sell its Initial Notes without
registration under the Securities Act within the limitation of the exemption
provided by Rule 144A, as such Rule may be amended from time to time. Upon the
request of any Holder or any beneficial owner of the Initial Notes, the Company
will deliver to such Holder or beneficial owner a written statement as to
whether it has complied with such requirements.
(b) Any Initial Note that, prior to the expiration of the holding period
applicable to sales thereof under Rule 144(k) under the Securities Act (or any
successor provision), is purchased or owned by the Company or any affiliate
thereof (within the meaning of Rule 144 under the Securities Act) that is
controlled by the Company may not be resold by the Company or such affiliate
unless registered under the Securities Act or resold pursuant to an exemption
from the registration requirements of the Securities Act in a transaction which
results in such Initial Note no longer being "restricted securities" (as defined
under Rule 144 of the Securities Act).
Section 5.02. Ratification of Indenture. The Base Indenture, as
supplemented by this Supplemental Indenture, is in all respects ratified and
confirmed, and this Supplemental Indenture shall be deemed part of the Base
Indenture in the manner and to the extent herein and therein provided.
Section 5.03. Trustee Not Responsible for Recitals. The recitals herein
contained are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.
Section 5.04. New York Law to Govern. THIS SUPPLEMENTAL INDENTURE AND EACH
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.
Section 5.05. Separability. In case any one or more of the provisions
contained in this Supplemental Indenture or in the Notes shall for any reason be
held to be invalid, illegal or unenforceable in any respect, then, to the extent
permitted by law, such invalidity, illegality or unenforceability shall not
affect any other provisions of this Supplemental Indenture or of the Notes, but
this Supplemental Indenture and the Notes shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein or therein.
Section 5.06. Counterparts. This Supplemental Indenture may be executed in
any number of counterparts each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.
- 13 -
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, as of the day and year first written above.
THE HARTFORD FINANCIAL
SERVICES GROUP, INC.
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
and Treasurer
Attest:
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
and Corporate Secretary
JPMORGAN CHASE BANK,
as Trustee
By: /s/ Xxxxxx Xxxxxx
-----------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
Attest:
By: /s/ Xxxxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Trust Officer
- 14 -
EXHIBIT A
[FACE OF NOTE]
[Unless and until a Note is exchanged for an Exchange Note or sold in connection
with an effective Registration Statement pursuant to the Registration Rights
Agreement, the Notes shall bear the following legend:]
[THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE U.S. SECURITIES ACT
OF 1933 (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY
IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A OR
REGULATION S THEREUNDER. BY ITS ACQUISITION HEREOF, THE HOLDER OF THIS SECURITY
(1) REPRESENTS THAT IT IS (A) A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT) OR (B) A PERSON THAT, AT THE
TIME THE BUY ORDER FOR THIS SECURITY WAS ORIGINATED, WAS OUTSIDE THE UNITED
STATES AND WAS NOT A U.S. PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR
BENEFIT OF A U.S. PERSON), (2) AGREES FOR THE BENEFIT OF THE ISSUER OF THIS
SECURITY THAT PRIOR TO (x) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD
OF TIME AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT) AFTER THE LATER OF
THE DATE OF ORIGINAL ISSUE OF THIS SECURITY AND ANY PREDECESSOR OF THIS SECURITY
AND THE LAST DATE ON WHICH THE ISSUER OF THIS SECURITY OR ANY OF ITS
"AFFILIATES" (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) WAS THE OWNER OF
THIS SECURITY (OR ANY PREDECESSOR THERETO) OR (y) SUCH LATER DATE, IF ANY, AS
MAY BE REQUIRED BY APPLICABLE LAW, SUCH SECURITY MAY BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED, ONLY TO (A) THE ISSUER OF THIS SECURITY, (B) A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A) PURCHASING FOR ITS OWN ACCOUNT IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A, (C) A PERSON THAT, AT THE TIME THE BUY ORDER FOR
THIS SECURITY WAS ORIGINATED, WAS OUTSIDE THE UNITED STATES AND WAS NOT A U.S.
PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S.
PERSON), (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE), (E) IN ACCORDANCE WITH ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
UPON AN OPINION OF COUNSEL IF THE ISSUER OF THIS SECURITY SO REQUESTS), OR (F)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO
WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND; PROVIDED THAT THE ISSUER OF THIS SECURITY SHALL HAVE THE RIGHT PRIOR TO
ANY OFFER, SALE OR TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(D) OR 2(E) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER
INFORMATION SATISFACTORY TO IT. AS USED HEREIN, THE TERMS "UNITED STATES" AND
"U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER
THE SECURITIES ACT.]
[Each Global Note shall bear the following legend:]
[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (1) BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR (2) BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR (3) BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]
[Each Global Note for which The Depository Trust Company is the Depositary shall
bear the following legend:]
[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
A-2
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF 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 SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]
A-3
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
4.625% Senior Note due July 15, 2013
No. __
$_________________ CUSIP No. _____________
THE HARTFORD FINANCIAL SERVICES GROUP, INC., a corporation organized and
existing under the laws of Delaware (the "COMPANY," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to [For Global Note: insert name of the
Depositary or its nominee which shall be Cede & Co. if the Depositary is The
Depository Trust Company] or registered assigns, at the office or agency of the
Company in The City of New York, the principal sum [of _____ DOLLARS ($___)]
[For Global Note, in lieu of "_____ DOLLARS ($___)," insert: set forth on
Schedule I hereto] on July 15, 2013, and to pay interest thereon, semiannually
on January 15 and July 15 of each year, commencing [For Initial Notes insert:
January 15, 2004] [For Exchange Notes insert: the next January 15 or July 15
following the date of original issuance of this Exchange Note unless this
Exchange Note is originally issued after a December 30 or June 30, but before
the following January 15 or July 15, in which case the July 15 or January 15, as
the case may be, following such next January 15 or July 15], at the rate per
annum specified in the title of this Note, on the basis of a 360-day year
consisting of twelve 30-day months, from the January 15 or July 15, as the case
may be, next preceding the date of this Note to which interest has been paid or
duly provided for, unless the date hereof is a date to which interest has been
paid or duly provided for, in which case from the date of this Note, or if no
interest has been paid or duly provided for on the Notes, in which case from
[For Initial Notes insert: July 10, 2003] [For Exchange Notes insert: the last
Interest Payment Date to which interest has been paid or duly provided for on
the Initial Note exchanged for this Exchange Note (unless this Exchange Note is
originally issued after a December 30 or June 30, but before the following
January 15 or July 15, in which case from such January 15 or July 15) or, if no
interest has been paid or duly provided for on the Initial Note exchanged for
this Exchange Note, from July 10, 2003] until payment of said principal sum has
been made or duly provided for. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on a Regular
Record Date for such interest, which shall be the December 30 or June 30
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this
A-4
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 such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed and, upon such notice as may be
required by such exchange, as more fully provided in said Indenture.
Payment of the principal of, premium, if any, and interest on this Note
will be made at the office or agency of the Company maintained for that purpose
in The City of New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Securities Register.
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 by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
A-5
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:_________
THE HARTFORD FINANCIAL
SERVICES GROUP, INC.
By:
-----------------------------
Name:
Title:
Attest:
By:
----------------------------------
Name:
Title:
A-6
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities referred to in the within mentioned Indenture.
Dated:_________
JPMORGAN CHASE BANK,
as Trustee
By:
-----------------------------
Authorized Officer
A-7
[REVERSE OF NOTE]
This Note is one of a duly authorized issue of securities of the
Company (herein called the "SECURITIES"), issued and to be issued in one or more
series under a Senior Indenture dated as of October 20, 1995 (the "BASE
INDENTURE") between the Company and JPMorgan Chase Bank, as Trustee (the
"TRUSTEE," which term includes any successor trustee), as amended and
supplemented by Supplemental Indenture No. 1 dated as of December 27, 2000 and
Supplemental Indenture No. 4 dated as of July 10, 2003 (the "SUPPLEMENTAL
INDENTURE"), each between the Company and the Trustee (as so supplemented, the
"INDENTURE"), to which reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This Note
is one of the series designated as the 4.625% Senior Notes due July 15, 2013 of
the Company (the "NOTES").
The Company shall have the right, at its option, to redeem this Note,
in whole or in part, at any time at a redemption price (the "REDEMPTION PRICE")
equal to:
1. any accrued and unpaid interest thereon to the date fixed for
redemption, plus
2. the greater of (a) 100% of the principal amount therefor and (b) an
amount equal to the Discounted Remaining Fixed Amount Payments.
"DISCOUNTED REMAINING FIXED AMOUNT PAYMENTS" means an amount equal to
the sum of the Current Values of the amounts of interest and principal that
would have been payable by the Company pursuant to the terms of this Note (i) on
each Interest Payment Date therefor after the date fixed for redemption and (ii)
at the Stated Maturity of the final payment of principal therefor (assuming that
the Company has not redeemed this Note prior to such Stated Maturity).
"CURRENT VALUE" means, in respect of any amount, the present value of
that amount on the date fixed for redemption, after discounting that amount on a
semiannual basis from the originally scheduled date for payment, on the basis of
the Treasury Rate, plus 15 basis points, all computed in accordance with
generally accepted financial practice.
"TREASURY RATE" means a per annum rate (expressed as a decimal and, in
the case of United States Treasury bills, converted to a per annum yield)
determined on the third Business Day prior to the date fixed for redemption to
be the per annum rate equal to the semiannual bond equivalent yield to maturity
for
A-8
United States Treasury securities maturing at the Stated Maturity of the
final payment of principal of this Note, as determined (i) by reference to the
weekly average yield to maturity for United States Treasury securities maturing
on such Stated Maturity as reported in the most recent Statistical Release
H.15(519) of the Board of Governors of the Federal Reserve, or (ii) if no such
weekly average yield is so reported, by interpolation between the most recent
weekly average yields to maturity for two series of United States Treasury
securities, (a) one maturing as close as possible to, but earlier than, such
Stated Maturity and (b) the other maturing as close as possible to, but later
than, such Stated Maturity, in each case as published in the most recent
Statistical Release H.15(519) of the Board of Governors of the Federal Reserve.
Notice of any redemption will be mailed at least 30 days, but not more
than 60 days, before the date fixed for redemption to each Holder of Notes to be
redeemed. Notwithstanding Section 1104 of the Base Indenture, such notice need
not set forth the redemption price but only the manner of calculation thereof.
The Company shall notify the Trustee of the redemption price promptly after the
calculation thereof and the Trustee shall have no responsibility for calculating
the redemption price.
In the event of redemption of this Note in part only, a new Note or
Notes for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.
The Indenture contains provisions for satisfaction, discharge and
defeasance of the entire indebtedness on the Notes, upon compliance by the
Company with certain conditions set forth therein.
[TO BE INCLUDED IN INITIAL NOTES, NOT EXCHANGE NOTES: If a Registration
Default (as defined in the Registration Rights Agreement) occurs, then the
Company shall pay Additional Interest (in addition to the interest otherwise due
hereon) to the Holder as provided in the Registration Rights Agreement at the
same time and in the same manner as periodic interest on this Note.]
[TO BE INCLUDED IN EXCHANGE NOTES: There shall also be payable in
respect of this Note, all Additional Interest that may have accrued on the Note
for which this Note was exchanged pursuant to the Exchange Offer, such
Additional Interest to be calculated in accordance with the terms of such Note
and payable at the same time and in the same manner as periodic interest on this
Note.]
A-9
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Notes at the time Outstanding,
on behalf of the Holders of all 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 upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
No reference herein to the Indenture, and no provision of this Note or
the Indenture, shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Securities Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company in any place where the principal of, premium, if any, and
interest on this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Securities
Registrar duly executed by, the Holder hereof 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.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. 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 a different
authorized denomination, as requested by the Holder surrendering the same.
A-10
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
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 hereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
Notices and demands to the Company in respect of this Note may be made,
given, furnished or filed in writing to or with the Trustee at its Corporate
Trust Office.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
A-11
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:
________________________________________________________________________________
________________________________________________________________________________
(Insert assignee's social security or tax identification number)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Insert address and zip code of assignee)
and irrevocably appoints
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him or her.
Date: _____________
Signature:
________________________________
Signature Guarantee:
________________________________
(Sign exactly as your name appears on the other side of this Note.)
[THE FOLLOWING PROVISION TO BE INCLUDED
ON ALL NOTES OTHER THAN EXCHANGE NOTES]
In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date of an effective Registration or (ii)
two years (or such lesser period as may be provided in any amendment to Rule
144(k) under the Securities Act) after the later of (a) the original issuance of
this Note or (b) the last date on which this Note was held by the Company or an
Affiliate of the Company, the undersigned confirms, without utilizing any
general solicitation or general advertising, that this Note is being transferred
in accordance with its terms:
[Check One]
(1) [ ] to the Company;
(2) [ ] pursuant to an effective registration statement under the
Securities Act;
(3) [ ] to a "qualified institutional buyer" (as defined in Rule 144A
under the Securities Act) that purchases for its own account
or for the account of a qualified institutional buyer to whom
notice is given that such transfer is being made in reliance
on Rule 144A, in each case pursuant to and in compliance with
Rule 144A under the Securities Act;
(4) [ ] in an "offshore transaction" in compliance with Rule 904 of
Regulation S under the Securities Act;
(5) [ ] pursuant to another available exemption from the registration
requirements of the Securities Act, including that provided by
Rule 144 thereunder, if applicable.
Unless one of the boxes is checked, the Trustee will refuse to register
any of the Notes evidenced by this certificate in the name of any Person other
than the registered Holder thereof, provided, however, that if box (5) is
checked, the Company may require, prior to registering any such transfer of the
Notes, such legal opinions, certifications and other information as the Company
has reasonably requested to confirm that such transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.
Signature
Signature Guarantee:
Signature
TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act,
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.
Dated:________________ _____________________________
NOTICE: To be executed by an
executive officer
TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.
The undersigned (1) represents and warrants that it is not a U.S.
person (and is not purchasing for the account or benefit of a U.S. person)
within the meaning of Regulation S under the Securities Act and, at the time the
buy order for this Note was originated, it was outside the United States and (2)
acknowledges that this Note may be resold, pledged or otherwise transferred,
only to (a) the issuer of this Note, (b) a person whom the seller reasonably
believes is a "qualified institutional buyer" (as defined in Rule 144A under the
Securities Act) purchasing for its own account in a transaction meeting the
requirements of Rule 144A under the Securities Act, (c) a person that is not a
U.S. person (and is not purchasing for the account or benefit of a U.S. person)
and, at the time the buy order for this Note was originated, was outside the
United States, (d) pursuant to an exemption from registration under the
Securities Act provided by Rule 144 thereunder, if applicable (and based upon an
opinion of counsel if the Company so requests), (e) in accordance with another
exemption from the registration requirements of the Securities Act (and based
upon an opinion of counsel if the Company so requests) or (f) pursuant to an
effective registration statement and, in each case, in accordance with any
applicable securities laws of any state of the United States or any other
applicable jurisdiction. As used herein, the terms "United States" and "U.S.
person" have the respective meanings given to them by Regulation S under the
Securities Act.
Dated:________________ _____________________________
NOTICE: To be executed by an
executive officer
SIGNATURE GUARANTEE
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.
By:
-----------------------------
Name:
Title:
SCHEDULE I
[INCLUDE ONLY FOR A GLOBAL NOTE]
The initial principal amount of this Global Note is $______________.
========= ================= ============================== =====================
NOTATION EXPLAINING PRINCIPAL AUTHORIZED
DATE PRINCIPAL AMOUNT AMOUNT RECORDED SIGNATURE OF TRUSTEE
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