Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4, 1997 (herein called the "Indenture"), between the Company and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
Appears in 2 contracts
Samples: Pmi Capital I, Pmi Group Inc
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "SecuritiesSECURITIES"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4___________, 1997 _____(herein called the "IndentureINDENTURE"), between the Company and The Bank of New YorkSTATE STREET BANK AND TRUST COMPANY, as Trustee (herein called the "TrusteeINDENTURE TRUSTEE", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Indenture Trustee, the Company holders of Senior Debt and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicableIF APPLICABLE, insert - INSERT--, limited in aggregate principal amount to $ _____]. All terms used in this Security that are defined in the Indenture [if applicableIF APPLICABLE, insert - INSERT--or in the Amended and Restated Trust Agreement, dated as of ___________, ____200 (as modified, as amended or supplemented from time to time, the "TRUST AGREEMENT"), relating to [INSERT NAME OF ISSUER TRUST] (the "Trust AgreementISSUER TRUST"), for [PMI Capital ___ ,] ) among THE PMI GROUP, INC.the Company, as Depositor, the Property Trustee, the Delaware Trustee named therein, the Administrative Trustees named therein and the Trustees named thereinHolders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture [if applicableIF APPLICABLE, insert - INSERT--or the Trust Agreement, as the case may be]. [If applicableIF APPLICABLE, insert - INSERT--The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, _____ , and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amountamount hereof): If redeemed during the 12-month period beginning _____________, Redemption Year Price --------- ----------------- -------- -------------- and thereafter at a Redemption Price equal to 100% on or after _________of the principal amount hereof, ____together, together in the case of any such redemption redemption, with accrued interest [IF APPLICABLE, INSERT--, including any Additional Interest,] to but excluding the Redemption Datedate fixed for redemption.] [If applicableIF APPLICABLE, insert - Upon INSERT--In addition, upon the occurrence and during the continuation of a --------------------- Tax Event or a Capital Treatment Event or an Investment Company Event in respect of the PMI Issuer Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence and during the continuation of such Tax Event, Capital Treatment Event or Investment Company Event, as the case may be, redeem this Security, in whole but not in part, subject to the provisions terms and conditions of Article XI of the Indenture, at a redemption price equal to [describe formulationINSERT FORMULA].] . [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT--In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Indenture Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security.
Appears in 2 contracts
Samples: Indenture (Seacoast Financial Services Corp), Seacoast Financial Services Corp
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4_______ __, 1997 (herein called the "Indenture"), between the Company and The Bank of New YorkWilmington Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of __________ __, ____1997, as amended (the "Trust Agreement"), for [PMI Owenx Xxxning Capital ___ ,] among THE PMI GROUP, INC.Owenx Xxxning, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- insert--including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - insert--The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________in whole (but not in part), ------------- ____ and] upon the occurrence of a Special Event and within 90 days of following the occurrence of such Tax Event Special Event, redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation]100% of the principal amount thereof plus accrued and unpaid interest, including Additional Interest, if any, to the Redemption Date.] In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to an Owenx Xxxning Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities of such Owenx Xxxning Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest [if applicable, insert--(including any Additional Interest)] on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest [if applicable, insert--(including any Additional Interest)] on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to an Owenx Xxxning Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities of such Owenx Xxxning Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be equal to [insert formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest [if applicable, insert-- (including any Additional Interest)] on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest [if applicable, insert-- (including any Additional Interest)] on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] 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 [if applicable, insert--(; or including any Additional Interest)] on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture 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 Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in denominations of $ and any integral multiple [if applicable, insert--of $______] in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Appears in 2 contracts
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more tranches of one or more series under a Junior Subordinated an Indenture, dated as amended and restated in its entirety as of February 4November , 1997 2006 (herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between among the Company Company, Companhia Vale do Rio Doce, as Guarantor (herein called the “Guarantor”) and The Bank of New York, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Guarantor, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The full and punctual payment of the principal of, premium, if any, and interest on, and all other amounts payable under, this Security is guaranteed by the Guarantor. This Security is one of the series designated on the face hereof [if applicable, insert - — , limited in aggregate principal amount to $ $[ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - — The Company may at any time, at its option, on or ------------------ after _________, ____, and Securities of this series are subject to the terms and conditions of Article XI of the Indentureredemption upon not less than [ ] days’ nor more than [ ] days’ notice, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, — on or after --------------------- _________[ ], ____20[ ]], and subject to as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before [ ], [ ]%, and if redeemed] during the 12-month period beginning __________[ ] of the years indicated, Year Redemption Price Year Redemption Price --------- ----------------- and thereafter at 100a Redemption Price equal to [ ]% on or after _________, ____of the principal amount, together in the case of any such redemption with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicablethe Security is subject to redemption of any kind, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If the Security is not subject to redemption, insert—This Security is not redeemable prior to Stated Maturity.] [If applicable, insert –The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [,in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] All payments in respect of the Securities shall be made without withholding or deduction for any present or future taxes, duties, assessments or other governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands, Brazil or any Successor Jurisdiction or any authority therein or thereof having power to tax (“Foreign Taxes”), except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company or the Guarantor, as the case may be, shall make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and pay such additional amounts (“Additional Amounts”) as are necessary to ensure that the net amounts received by the Holders of Securities after such withholding or deduction equals the respective amounts of principal, [premium] and interest which would have been receivable in respect of such Securities had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Security:
Appears in 2 contracts
Samples: Vale Overseas LTD, Vale Overseas LTD
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4__________, 1997 2003 (herein called the "“Indenture"”), between the Company and The Bank of New YorkWilmington Trust Company, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicablehereof, insert - limited in aggregate principal amount to $ ]$__________. All terms used in this Security that are defined in the Indenture [if applicable, insert - or and in the Amended and Restated Trust Agreement, dated as of ___________, ____2003, as amended (the "“Amended and Restated Trust Agreement"”), for [PMI Capital ___ ,insert name of trust] among THE PMI GROUP, INC.Silicon Valley Bancshares, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Amended and Restated Trust Agreement, as the case may be]. [If applicable, insert - insert—The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, and subject to the Company having received any necessary regulatory approval to do so if then required under applicable capital guidelines or policies, redeem this Security [in whole at any time time] [or in part from time to time, without premium or penalty], at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,redemption price] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - insert—Upon the occurrence and during the continuation of a --------------------- Tax Event, Investment Company Event or Capital Treatment Event in respect of the PMI a SVB Trust, the Company may, at its option, [and subject to the Company having received any necessary regulatory approval to do so if applicablethen required under applicable capital guidelines or policies, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Event, Investment Company Event or Capital Treatment Event redeem this Security, [if applicable, insert—in whole but not in part], subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation]insert redemption price] to the Redemption Date.] [If applicable, insert—In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof not redeemed will be issued in the name of the Holder hereof upon the cancellation hereof.] The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, —As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a SVB Trust, if upon the occurrence and during the continuance of an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, —As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a SVB Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be equal to [insert formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture 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 Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in denominations of minimum denominations of $25 and any integral multiples of $25 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes each of the aforementioned persons shall treat this Security as indebtedness. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Appears in 2 contracts
Samples: Silicon Valley Bancshares, Silicon Valley Bancshares
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4[ , 1997 ] (herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York[ ], as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - – [initially] limited in aggregate principal amount to $ ]. All terms used in this Security ] [, provided that are defined in the Indenture [if applicableCompany may, insert - or in without the Amended consent of any Holder, at any time and Restated Trust Agreement, dated as of ___________, ____, as amended (from time to time increase the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may beinitial principal amount]. [If applicable, insert - – The Company may at any time, at its option, on or ------------------ after _________, ____, and Securities of this series are subject to redemption upon not less than 30 days’ nor more than 60 days’ notice by mail, [if applicable, insert – (1) on in any year commencing with the terms year and conditions of Article XI ending with the year through operation of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time, without premium or penalty, series at a redemption price Redemption Price equal to 100% of the principal amount thereof plus accrued amount, and unpaid interest (2)] at any time [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, – on or after --------------------- _________, ____20 ], and subject to as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before , %, and if redeemed] during the 12-month period beginning __________, of the years indicated, Year Redemption Price For Redemption Through Operation of the Sinking Fund Year Redemption Price --------- ----------------- For Redemption Otherwise Than Through Operation of the Sinking Fund and thereafter at 100a Redemption Price equal to % on or after _________, ____of the principal amount, together in the case of any such redemption [(whether through operation of the sinking fund or otherwise)] with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant record dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert - Upon — Notwithstanding the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trustforegoing, the Company maymay not, at its optionprior to , redeem any Securities of this series as contemplated by [if applicable, insert - at — Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any timerefunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] [If applicable, insert – The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [if applicable, insert - before _________– not less than $ (“mandatory sinking fund”) and not more than] $ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, ------------- ____ andinsert – mandatory] within 90 days of the occurrence of such Tax Event redeem this Securitysinking fund payments may be credited against subsequent [if applicable, insert – mandatory] sinking fund payments otherwise required to be made [if applicable, insert – , in whole but not the inverse order in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulationwhich they become due].] [If the Security is subject to redemption of any kind, insert – In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert – The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Securities of this series or certain restrictive covenants with respect to the Securities of this series and Events of Default with respect to the Securities of this series, in each case upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert – If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert – If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to [– insert formula for determining the amount]. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture imposes certain limitations on, among other things, the Company’s ability to consolidate, merge, convey, transfer or lease their respective properties and assets substantially as an entirety[, add any other restrictive covenants provided for in the supplemental indenture for this series]. Such limitations are subject to a number of important qualifications and exceptions. The Company must annually report to the Trustee on compliance with such limitations. Events of Default are set forth in the Indenture. If an Event of Default (other than an Event of Default specified in Section 5.01(5) or (6)) shall occur and be continuing with respect to this series, the Trustee or the Holders of at least 25% in principal amount of Outstanding Securities of this series may declare the principal of, premium, if any, and accrued interest on all of the Outstanding Securities of this series to be due and payable by notice in writing to the Company and (if given by the Holders) the Trustee specifying the respective Events of Default and that it is a “notice of acceleration,” and the same shall become immediately due and payable; provided, however, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of this series may rescind and annul such acceleration and its consequences if all existing Events of Default with respect to this series, other than the nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. In case an Event of Default specified in Section 5.01(5) or (6) of the Indenture occurs with respect to the Securities of this series and is continuing with respect to the Securities of this series, such principal amount, together with premium, if any, and interest with respect to all of the Outstanding Securities of this series, shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders. 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 any 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 (i) permitting the Holders of not less than a majority in principal amount of the Outstanding Securities of a series, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture with respect to such series and (ii) permitting the Holders of a majority in principal amount of the Outstanding Securities of a series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults in respect of the Securities of such series under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. When a successor entity assumes, in accordance with the Indenture, all the obligations in respect of the Securities of this series of its predecessor under the Securities of this series and the Indenture, and immediately before and thereafter no Default with respect to this series or Event of Default with respect to this series exists and certain other conditions are satisfied, the predecessor entity will be released from those obligations. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 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 any premium and interest on this Security 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 Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series 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, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. [If applicable, insert - This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations in Section 3.05 thereof on transfers and exchanges of Global Securities.] [If applicable, insert - Interest on the principal balance of this Security shall be calculated on the basis of a [365- or 366-day year, as appropriate, for the actual number of days elapsed] [360-day year of twelve 30-day months]] Each Holder, by accepting a Security, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: CNH Industrial N.V., c/o CNH Industrial America LLC, 0000 Xxxxxxxx Xxxx., Xxxx Xxxxx, IL 60527, Attention: Chief Compliance Officer and Corporate Secretary. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OR ANY SUCCESSOR STATUTE). EACH OF THE PARTIES TO THE INDENTURE HAS AGREED TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA AND THE COURTS OF THE STATE OF NEW YORK, IN EACH CASE LOCATED IN THE CITY OF NEW YORK, IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF, RELATING TO OR BASED ON THE INDENTURE, THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. THE COMPANY AND THE TRUSTEE, AND EACH HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF, RELATING TO OR BASED ON THE INDENTURE, THIS SECURITY OR ANY TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Appears in 1 contract
Samples: CNH Industrial N.V.
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Corporation (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4_____ __, 1997 ___ (herein called the "Indenture"), between the Company Corporation and The Bank of New YorkTHE FIRST NATIONAL BANK OF CHICAGO, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ ___________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________December 15, ____1996 (as modified, as amended (or supplemented from time to time, the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Issuer Trust] (the "Issuer Trust") among THE PMI GROUP, INC.the Corporation, as Depositor, and the Trustees named thereintherein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company Corporation may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages percen tages of the principal amountamount hereof): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____Year Redemption ------ Price ---------- and thereafter at a Redemption Price equal to 100% of the principal amount hereof, together together, in the case of any such redemption redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - Upon insert--In addition, upon the occurrence and during the continuation of a --------------------- Tax Event, an Investment Company Event or a Capital Treatment Event in respect of the PMI Issuer Trust, the Company Corporation may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence and during the continuation of such Tax Event, Investment Company Event or Capital Treatment Event, as the case may be, redeem this Security, in whole but not in part, subject to the provisions terms and conditions of Article XI of the Indenture, at a redemption price equal to [describe formulationinsert formula].] . [If the Security is subject to redemption of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Corporation with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Corporation and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Corporation 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]. The principal amount payable upon such acceleration shall be equal to--insert formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities of this series shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Corporation's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest [insert if applicable--including any Additional Interest)] on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Securities Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $____________ and any integral multiple of $____________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the contrary. The Corporation and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: State Street Boston Corp
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4, 1997 (herein called the "Indenture"), between the Company and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Providian Capital ___ ,] among THE PMI GROUPPROVIDIAN BANCORP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. Any reference to interest as used herein shall be deemed to include any Additional Interest and Additional Sums. [If applicable, insert - insert--The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- insert--including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - insert-The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Year Redemption Year Price --------- ----------------- -------------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - insert--Upon the occurrence and during the continuation of a --------------------- Tax Event or Capital Treatment Event in respect of the PMI a Providian Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before time][before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event or Capital Treatment Event redeem this Security, in whole but not in part, subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security,--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Providian Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities of such Providian Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security,--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Providian Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities of such Providian Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be calculated by the Company and shall be equal to--insert formula for determining the amount. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture 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 Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Subject to Section 3.1 of the Indenture, the Securities of this series are issuable only in registered form without coupons in minimum denominations of $1,000 and any integral multiples thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States federal, state and local tax purposes it is intended that this Security constitute indebtedness. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
Appears in 1 contract
Samples: Providian Financial Corp
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), ) issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4________________, 1997 200___ (herein called the "Indenture"), between the Company (which term includes any successor corporation under the Indenture) and The Bank of New York_____________________________________________, as Trustee (herein called the "Trustee", ," which term includes any successor trustee under the IndentureIndenture with respect to the series of which this Security is a part), to which the 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 TrusteeCompany, the Company Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of $___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and ]. [If applicable: The Securities of this series are subject to the terms and conditions of Article XI of the Indentureredemption upon not less than 30 days' notice by mail, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, : (1) on or after --------------------- _________, ____, ___ in any year commencing with the year ________________ and subject ending with the year ________________ at a Redemption Price equal to the terms and conditions of Article XI ________% of the Indenture, redeem this Security in whole principal amount and (2)] at any time [on or after 200__], as a whole or in part from time to timepart, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before _______________, _______%, and if redeemed] during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after __________ of the years indicated, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable: The indebtedness evidenced by this Security is, insert - Upon to the occurrence extent provided in the Indenture, subordinate and during subject in right of payment to the continuation prior payment in full of a --------------------- Tax Event in respect all indebtedness and obligations of the PMI Trust, Company as are defined in the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem Indenture as "Senior Indebtedness," and this Security, in whole but not in part, Security is issued subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption Indenture with respect thereto. Each Holder of this Security in part onlySecurity, a new Security or Securities by accepting the same, agrees to and shall be bound by such provisions. Each Holder of this series for Security, by accepting the unredeemed portion hereof will same, agrees that each holder of Senior Indebtedness, whether created or acquired before or after the issuance of this Security, shall be issued deemed conclusively to have relied on such subordination provisions in the name of the Holder hereof upon the cancellation hereofacquiring, or in continuing to hold, such Senior Indebtedness.]
Appears in 1 contract
Samples: Robbins & Myers Inc
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Corporation (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4_______ __, 1997 199_ (herein called the "Indenture"), between the Company Corporation and The Bank of New YorkWilmington Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ ___________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust AgreementDeclaration of Trust, dated as of __________ __, ____199_ (as modified, as amended or supplemented from time to time, the "Declaration of Trust"), relating to [insert name of Issuer Trust] (the "Trust AgreementIssuer Trust"), for [PMI Capital ___ ,] ) among THE PMI GROUP, INC.the Corporation, as Depositor, and the Trustees named therein, therein and the Holders from time to time of the Trust Securities issued pursuant thereto,] shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust AgreementDeclaration of Trust, as the case may be]. [If applicable, insert - insert--The Company Corporation may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amountamount hereof): If redeemed during the 12-month period beginning __________, -21- Redemption Year Price --------- ----------------- ---- ---------- and thereafter at a Redemption Price equal to 100% on or after _________of the principal amount hereof, ____together, together in the case of any such redemption redemption, with accrued interest [if applicable, insert-- (including any Additional Interest)] to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - Upon insert--In addition, upon the occurrence and during the continuation of a --------------------- Tax Event, an Investment Company Event or a Capital Treatment Event in respect of the PMI Issuer Trust, the Company Corporation may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence and during the continuation of such Tax Event, Investment Company Event or Capital Treatment Event, as the case may be (or, if the approval of the Board of Governors of the Federal Reserve System is then required for such redemption, on such later date as promptly as reasonably practicable after such approval is obtained), redeem this Security, in whole but not in part, subject to the provisions terms and conditions of Article XI of the Indenture, at a redemption price Redemption Price equal to [describe formulationinsert formula].] . [If the Security is subject to redemption of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Corporation with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Corporation and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Corporation 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Outstanding Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]; and upon any such declaration the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Outstanding Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]. The principal amount payable upon such acceleration shall be equal to [insert formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on such Securities shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Corporation's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest [if applicable, insert--(including any Additional Interest)] on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Securities Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $____________ and any integral multiple of $____________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the contrary. The Corporation and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: Bt Preferred Capital Trust Iv
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Senior Indenture, dated as of February 4__________ __, 1997 1998 (herein called the "Indenture"), between the Company and The Bank of New YorkWilmington Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicablehereof, insert - limited in aggregate principal amount to $ $[__________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]therein. [If applicable, insert - insert- The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, time at a redemption price equal to 100% the [following prices, expressed in percentages of the principal amount thereof amount, plus accrued and unpaid interest interest, [if applicable, insert --------------------- including -including Additional Interest, if any,] to but excluding the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): . If redeemed during the 12-month period beginning _____ ______, : Redemption Year Price --------- ----------------- ---- ---------- 20__ % 20__ 20__ 20__ 20__ 20__ 20__ 20__ 20__ 20__ and at 100% on or after _________, ___ __, together 20__] [Make Whole Amount]. The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the case Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of all series at the time Outstanding, on behalf of the Holders of all Securities of such series, 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such redemption consent or waiver is made upon this Security. [If the Security is not a Discount Security, -As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders) and upon any such declaration the principal amount of and the accrued interest to but excluding (including any Additional Interest) on all the Redemption DateSecurities of this series shall become immediately due and payable.] [If applicablethe Security is a Discount Security, -As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders). Such amount shall be equal to - insert - formula for determining the amount. Upon any such declaration, such amount of the occurrence principal of and during the continuation accrued interest (including any Additional Interest) on all the Securities of a --------------------- Tax Event this series shall become immediately due and payable.] Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the PMI Trustpayment of the principal of and interest, if any, on this Security shall terminate. 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maymaintained under Section 10.2 of the Indenture duly endorsed by, at its optionor accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, [if applicablethe Holder hereof or his attorney duly authorized in writing, insert - at and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any time] [if applicablesuch registration of transfer or exchange, insert - before but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in denominations of $_________, ------------- ____ and] within 90 days of and any integral multiple thereof. As provided in the occurrence of such Tax Event redeem this Security, in whole but not in part, Indenture and subject to the provisions of Article XI of the Indenturecertain limitations therein set forth, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series are exchangeable for the unredeemed portion hereof will be issued in the name a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder hereof upon surrendering the cancellation hereofsame. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Appears in 1 contract
Samples: First American Financial Corp
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4___, 1997 2009 (herein called the "“Indenture",” which term shall have the meaning assigned to it in such instrument), between among the Company Company, any Guarantors party thereto and The Bank of New YorkUnion Bank, N.A., as Trustee (herein called the "“Trustee", ,” which term includes any successor trustee under the Indenture), and reference is hereby made to which the Indenture and all indentures supplemental thereto reference is hereby made applicable to this Security for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Guarantors, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - —, limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of $___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - — The Company may at any timeSecurities of this series are subject to redemption upon not fewer than 30 days’ nor more than 60 days’ notice by mail, at its option[if applicable, insert — (1) on or ------------------ after ___in any year commencing with the year ___and ending with the year ___, ____, and subject to the terms and conditions of Article XI _ through operation of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time, without premium or penalty, series at a redemption price Redemption Price equal to 100% of the principal amount thereof plus accrued amount, and unpaid interest (2)] at any time [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, — on or after --------------------- _________, 20____], and subject to in whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before ___, ___%, and if redeemed] during the 12-month period beginning ___of the years indicated, and thereafter at a Redemption Price equal to _______, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____of the principal amount, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days — (whether through operation of the occurrence sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Tax Event redeem this SecuritySecurities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation.].] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
Appears in 1 contract
Samples: Priorityhealthcare.com, Inc.
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Corporation (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4__________ ___, 1997 (herein called the "Indenture"), between the Company Corporation and The Bank of New YorkTHE FIRST NATIONAL BANK OF CHICAGO, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ $_________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, 199_____ (as modified, as amended (or supplemented from time to time, the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Issuer Trust] (the "Issuer Trust") among THE PMI GROUP, INC.the Corporation, as Depositor, and the Trustees named thereintherein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company Corporation may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amountamount hereof): If redeemed during the 12-month period beginning ____________, Redemption Year Price --------- ----------------- ---- ----- and thereafter at a Redemption Price equal to 100% on or after _________of the principal amount hereof, ____together, together in the case of any such redemption redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - Upon insert--In addition, upon the occurrence and during the continuation of a --------------------- Tax Event or a Capital Treatment Event in respect of the PMI Issuer Trust, the Company Corporation may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence and during the continuation of such Tax Event Capital Treatment Event, as the case may be, redeem this Security, in whole but not in part, subject to the provisions terms and conditions of Article XI of the Indenture, at a redemption price equal to [describe formulationinsert formula].] . [If the Security is subject to redemption of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Corporation with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Corporation and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Corporation 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]. The principal amount payable upon such acceleration shall be equal to--insert formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities of this series shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Corporation's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest [insert if applicable--including any Additional Interest)] on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Securities Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $_____ and any integral multiple of $____________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the contrary. The Corporation and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. This Security shall be governed by and construed in accordance with the laws of the State of New York.
Appears in 1 contract
Samples: Indenture (Bank of New York Co Inc)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February December 4, 1997 1996 (herein called the "Indenture"), between the Company and The Bank of New YorkBankers Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ $_________ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ insert name of related KeyCorp Trust ,] among THE PMI GROUP, INC.KEYCORP, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- insert--including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - insert--The Company maymay at any time, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): ) together with accrued interest to but excluding the date fixed for redemption. If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - insert--Upon the occurrence and during the continuation of a --------------------- Tax Event or Capital Treatment Event in respect of the PMI a KeyCorp Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before time][before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event or Capital Treatment Event redeem this Security, in whole but not in part, subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a KeyCorp Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities of such KeyCorp Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a KeyCorp Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities of such KeyCorp Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be calculated by the Company and shall be equal to--insert formula for determining the amount. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] 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 (including any Additional Interest) on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture 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 Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4April 1, 1997 (herein called the "Indenture"), between the Company and The Bank of New YorkChase Manhattan Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ _____________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of __________ __, _____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] _______________, among THE PMI GROUP, INC.Pennsylvania Power & Light Company, as Depositor, and the Trustees named thereintherein and the holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- - including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event or an Investment Company Event in respect of the PMI a Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Event or Investment Company Event, redeem this Security, in whole but not in part, subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation]100% of the principal amount thereof plus accrued and unpaid interest, including Additional Interest, if any, to the Redemption Date.] In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of all series at the time Outstanding, on behalf of the Holders of all Securities of such series, 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, insert - As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert - As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee. Such amount shall be equal to - insert formula for determining the amount. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] 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 [insert, if applicable - (including any Additional Interest)] on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture, 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 such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in denominations of $________________ and any integral multiple of $_____ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States federal, state and local tax purposes it is intended that this Security constitute indebtedness. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Appears in 1 contract
Samples: Pennsylvania Power & Light Co /Pa
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Senior Indenture, dated as of February 4__________ __, 1997 1998 (herein called the "Indenture"), between the Company and The Bank of New YorkWilmington Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicablehereof, insert - limited in aggregate principal amount to $ $[__________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]therein. [If applicable, insert - insert- The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, time at a redemption price equal to 100% the following prices, expressed in percentages of the principal amount thereof amount, plus accrued and unpaid interest interest, [if applicable, insert --------------------- including plus Additional Interest, if any,] to but excluding the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): . If redeemed during the 12-month period beginning _____ ______, : Redemption Year Price --------- ----------------- ---- ---------- 20__ % 20__ 20__ 20__ 20__ 20__ 20__ 20__ 20__ 20__ and at 100% on or after _________, ___ __, together 20__.] The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the case Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of all series at the time Outstanding, on behalf of the Holders of all Securities of such series, 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such redemption consent or waiver is made upon this Security. [If the Security is not a Discount Security, -As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders) and upon any such declaration the principal amount of and the accrued interest to but excluding (including any Additional Interest) on all the Redemption DateSecurities of this series shall become immediately due and payable.] [If applicablethe Security is a Discount Security, -As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders). Such amount shall be equal to - insert - formula for determining the amount. Upon any such declaration, such amount of the occurrence principal of and during the continuation accrued interest (including any Additional Interest) on all the Securities of a --------------------- Tax Event this series shall become immediately due and payable.] Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the PMI Trustpayment of the principal of and interest, if any, on this Security shall terminate. 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maymaintained under Section 10.2 of the Indenture duly endorsed by, at its optionor accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, [if applicablethe Holder hereof or his attorney duly authorized in writing, insert - at and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any time] [if applicablesuch registration of transfer or exchange, insert - before but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in denominations of $_________, ------------- ____ and] within 90 days of and any integral multiple thereof. As provided in the occurrence of such Tax Event redeem this Security, in whole but not in part, Indenture and subject to the provisions of Article XI of the Indenturecertain limitations therein set forth, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series are exchangeable for the unredeemed portion hereof will be issued in the name a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder hereof upon surrendering the cancellation hereofsame. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Appears in 1 contract
Samples: First American Financial Corp
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4December 1, 1997 1996 (herein called the "Indenture"), between the Company and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or -or in the Amended and Restated Trust Agreement, dated as of __________ __, ____1996, as amended (the "Trust Agreement"), for [PMI Chase Capital ___ ,] among THE PMI GROUP, INC.The Chase Manhattan Corporation, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or -or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including -including Additional Interest, if any,] to the Redemption Date.] [If applicableamount thereof plus accrued and unpaid interest, insert - The Company mayincluding Additional Interest, at its optionif any, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of all series at the time Outstanding, on behalf of the Holders of all Securities of such series, 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, -As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, -As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable 27 20 immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be equal to - insert formula for determining the amount. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture 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 Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in denominations of $ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. States federal, state and local tax purposes it is intended that this Security constitute indebtedness. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Appears in 1 contract
Samples: Chase Capital Iii
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4[•], 1997 (herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between among the Company Company, Anheuser-Xxxxx InBev NV/SA, as Parent Guarantor, the Subsidiary Guarantors party thereto from time to time and The Bank of New YorkYork Mellon Trust Company, N.A., as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Guarantors, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - —, limited in aggregate principal amount to $ ]. All terms used in [If applicable, insert — The Securities of this Security that series are defined in the Indenture subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert - or — (1) on in any year commencing with the Amended year and Restated Trust Agreement, dated as of ___________, ____, as amended (ending with the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI year through operation of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time, without premium or penalty, series at a redemption price Redemption Price equal to 100% of the principal amount thereof plus accrued amount, and unpaid interest (2)] at any time [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, — on or after --------------------- _________, ____20], and subject to as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before , %, and if redeemed] during the 12-month period beginning __________of the years indicated, Year Redemption Price Year Redemption Price --------- ----------------- and thereafter at 100a Redemption Price equal to % on or after _________, ____of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert - Upon — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on in any year commencing with the occurrence year and during ending with the continuation of a --------------------- Tax Event in respect year through operation of the PMI Trustsinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, the Company may, and (2) at its option, any time [if applicable, insert - — on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, Year Redemption Price For Redemption Through Operation of the Sinking Fund Redemption Price For Redemption Otherwise Than Through Operation of the Sinking Fund and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any timesuch redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to , redeem any Securities of this series as contemplated by [if applicable, insert - before _________— Clause (2) of] the preceding paragraph as a part of, ------------- ____ andor in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] within 90 days [If applicable, insert — The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [if applicable, insert — not less than $ (“mandatory sinking fund”) and not more than] $ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the occurrence of such Tax Event redeem this SecurityCompany otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — , in whole but not the inverse order in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulationwhich they become due].] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert paragraph regarding subordination of the Security.] [If applicable, insert — The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] [If applicable, add – In the event that any Guarantor becomes obligated to make payments in respect of the Securities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders of the Securities of this series such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by such Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which:
Appears in 1 contract
Samples: Anheuser-Busch InBev Finance Inc.
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4[●], 1997 202__ (herein called the "“Indenture",” which term shall have the meaning assigned to it in such instrument), between among the Company Company, the Guarantors, if any, and The Bank of New York[●], as Trustee trustee (herein called the "“Trustee", ,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Guarantors, if any, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - — limited in aggregate principal amount to $ $[●] ]. All terms used in this This Security that are defined in is the Indenture general, unsecured obligation of the Company [if applicable, insert - or — and is guaranteed pursuant to a guarantee (the “Guarantee”) by [insert name of each Guarantor] and any other Person who shall become such in accordance with the Indenture (the “Guarantors”). The Guarantee by each Guarantor is the general, unsecured, senior obligation of such Guarantor, subject to the release and discharge thereof as provided in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may beIndenture]. [If applicable, insert - — The Company may at any time, at its option, on or ------------------ after _________, ____, and Securities of this series are subject to the terms and conditions of Article XI of the Indentureredemption upon not less than 10 days’ nor more than 60 days’ notice, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, — on or after --------------------- _________[●], ____20[●]], and subject to as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before [●], [●]%, and if redeemed] during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.[●] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.years indicated,
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Corporation (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4January 1, 1997 (herein called the "Indenture"), between the Company Corporation and The Bank of New YorkTHE FIRST NATIONAL BANK OF CHICAGO, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ ___________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, 199_____ (as modified, as amended (or supplemented from time to time, the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Issuer Trust] (the "Issuer Trust") among THE PMI GROUP, INC.the Corporation, as Depositor, and the Trustees named thereintherein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company Corporation may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amountamount hereof): If redeemed during the 12-month period beginning __________, ___. Redemption Year Price --------- ----------------- ---- ---------- and thereafter at a Redemption Price equal to 100% on or after _________of the principal amount hereof, ____together, together in the case of any such redemption redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - Upon insert--In addition, upon the occurrence and during the continuation of a --------------------- Tax Event or a Capital Treatment Event in respect of the PMI Issuer Trust, the Company Corporation may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence and during the continuation of such Tax Event or Capital Treatment Event, as the case may be, redeem this Security, in whole but not in part, subject to the provisions terms and conditions of Article XI of the Indenture, at a redemption price equal to [describe formulationinsert formula].] [If the Security is subject to redemption of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Corporation with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Corporation and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Corporation 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]. The principal amount payable upon such acceleration shall be equal to--insert formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities of this series shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Corporation's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest [insert if applicable--(including any Additional Interest)] on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Securities Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $____________ and any integral multiple of $____________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the contrary. The Corporation and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
Appears in 1 contract
Samples: Northern Trust Corp
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company designated as its ___% Senior Subordinated Notes due 2007 (herein called the "Securities"), issued and limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $100,000,000, which may be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4, 1997 an indenture (herein called the "Indenture")) dated as of ______ __, 1997 between the Company Company, the initial Subsidiary Guarantors named therein and The Bank of New York, as Trustee _____________________ (herein called the "Trustee", ," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the TrusteeCompany, the Company Subsidiary Guarantors, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one The Indebtedness evidenced by the Securities is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the series designated on the face hereof [if applicable, insert - limited prior payment in aggregate principal amount to $ ]. All terms used in this Security that are full of all Senior Indebtedness (as defined in the Indenture) and this Security is issued subject to such provisions. Each Holder of this Security, by accepting the same, (i) agrees to and shall be bound by such provisions, (ii) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture [if applicableand (iii) appoints the Trustee as his attorney-in-fact for such purpose. The Securities are subject to redemption, insert - at the option of the Company, in whole or in the Amended and Restated Trust Agreementpart, dated as of at any time on or after ____________, ____2002, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - upon not less than 30 or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, more than 60 days' notice at the following Redemption Prices (expressed as percentages of the principal amount): If ) set forth below if redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.years indicated below:
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Corporation (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 45, 1997 (herein called the "Indenture"), between the Company Corporation and The Bank of New YorkWilmington Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ ___________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust AgreementDeclaration of Trust, dated as of __________ __, ____199_ (as modified, as amended (or supplemented from time to time, the "Trust AgreementDeclaration of Trust"), for [PMI Capital ___ ,] relating to the Issuer Trust among THE PMI GROUP, INC.the Corporation, as Depositor, the Issuer Trustees named therein and the Trustees named therein, Holders from time to time of the Trust Securities issued pursuant thereto,] shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust AgreementDeclaration of Trust, as the case may be, unless otherwise defined herein]. [If applicable, insert - insert--The Company Corporation may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amountamount hereof): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____-21- Redemption Year Price ---- ---------- and thereafter at a Redemption Price equal to 100% of the principal amount hereof, together together, in the case of any such redemption redemption, with accrued interest [if applicable, insert-- (including any Additional Interest)] to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - Upon insert--In addition, upon the occurrence and during the continuation of a --------------------- Tax Event, an Investment Company Event or a Capital Treatment Event in respect of the PMI Issuer Trust, the Company Corporation may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence and during the continuation of such Tax Event, Investment Company Event or Capital Treatment Event, as the case may be (or, if the approval of the Board of Governors of the Federal Reserve System is then required for such redemption, on such later date as promptly as reasonably practicable after such approval is obtained), redeem this Security, in whole but not in part, subject to the provisions terms and conditions of Article XI of the Indenture, at a redemption price Redemption Price equal to [describe formulationinsert formula].] . [If the Security is subject to redemption of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Corporation with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Corporation and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Corporation 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Outstanding Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Outstanding Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]. The principal amount payable upon such acceleration shall be equal to [insert formula for determining the amount]. Upon any such declaration, such amount of the principal amount of and the accrued interest (including any Additional Interest) on such Securities shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Corporation's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest [if applicable, insert--(including any Additional Interest)] on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Securities Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $____________ and any integral multiple of $____________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the contrary. The Corporation and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: Bt Capital Trust B
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), ) issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4November 27, 1997 1996 (herein called the "Indenture"), between the Company and The Bank of New YorkBankers Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ $___________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ____________, ____, as amended (the "Trust Agreement"), for [PMI BankAmerica Capital ___ ______,] among THE PMI GROUP, INC.BANKAMERICA CORPORATION, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company may at any time, at its option, on or ------------------ after _________, _ ____, _ and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- insert--including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - insert--The Company may, at its option, on or after --------------------- __________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, . Redemption Year Price --------- ----------------- ---- ----- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - insert--Upon the occurrence and during the continuation of a --------------------- Tax Event or Capital Treatment Event in respect of the PMI a BankAmerica Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event or Capital Treatment Event redeem this Security, in whole but not in part, subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security ,--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a BankAmerica Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities of such BankAmerica Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XXIII of the Indenture.] [If the Security is a Discount Security ,--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a BankAmerica Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities of such BankAmerica Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be calculated by the Company and shall be equal to--insert formula for determining the amount. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer" of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture 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 Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, EXCEPT THAT THE RIGHTS, DUTIES AND) OBLIGATIONS OF THE TRUSTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: Indenture (Bankamerica Corp/De/)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Senior Indenture, dated as of February 4May 19, 1997 (herein called the "Indenture"), between the Company and The Bank of New YorkCitibank, N.A., as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture notice by mail, [if applicable, insert - or insert--(1) on in any year commencing with the Amended year and Restated Trust Agreement, dated as of ___________, ____, as amended (ending with the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI year through operation of the Indenture, redeem fund for this Security in whole at any time or in part from time to time, without premium or penalty, series at a redemption price Redemption Price equal to 100% of the principal amount thereof plus accrued amount, and unpaid interest (2)] at any time [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____19 ], and subject to as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before , % and if redeemed] during the 12-month period beginning __________, _ of the years indicated: Redemption Redemption Year Price --------- ----------------- Year Price ---- ---------- ---- ----------- and thereafter at 100a Redemption Price equal to % on or after _________, ____of the principal amount, together in the case of any such redemption [if applicable, insert--(whether through operation of the sinking fund or otherwise)] with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated: Redemption Price for Redemption Price for Redemption Through Redemption Otherwise Operation of the than through Operation Year Sinking Fund of the Sinking Fund ---- -------------------- ---------------------- and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest instalments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert - Upon The sinking fund for this series provides for the occurrence redemption on each year beginning with the year and during ending with the continuation year of a --------------------- Tax Event in respect [not less than] $ [("mandatory sinking fund") and not more than $ ] aggregate principal amount of the PMI Trust, Securities of this series. [Securities of this series acquired or redeemed by the Company may, otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made in the inverse order in which they become due.] Securities bearing interest at its option, [if applicable, insert - at any timea fixed rate: the Discounted Remaining Fixed Amount Payments] [if applicable, insert - before _________, ------------- ____ andfor Securities bearing interest determined by a floating rate: the Discounted Swap Equivalent Payments] within 90 days of the occurrence of such Tax Event redeem this Security, as defined in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] . In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation cancelation hereof. The Indenture contains provisions for satisfaction, discharge and defeasance of the entire indebtedness on this security, upon compliance by the Company with certain conditions set forth therein. [If the Security is not an Original Issue Discount Security,--If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security,--If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amounts shall be equal to--insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] 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 32 25 affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security 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 or her attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $ 33 26 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Appears in 1 contract
Samples: 8 Indenture (Hartford Life Inc)
Form of Reverse of Security. This Security is one of a ------------ ---------------------------- duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4_________, 1997 20__ (herein called the "Indenture"), between the Company and The Bank of New York, as Trustee (herein called the "Trustee", ," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicablehereof, insert - limited in aggregate principal amount to $ ]$___________ (or $_________ if the underwriters purchase additional Capital Securities of Xxxxxxxxxx Capital Trust __ pursuant to an overallotment option). All terms used in this Security that are defined in the Indenture [if applicable, insert - or and in the Amended and Restated Trust Agreement, dated as of ___________, __20__, as amended (the "Trust Agreement"), for [PMI Capital ___ ,name of trust] among THE PMI GROUP, INC.Xxxxxxxxxx Corporation, as DepositorSponsor, and the Trustees named therein, and the holders from time to time of the securities of such Trust, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company may at any time, at its option, on or ------------------ after _________, __, 20__, and subject to the terms and conditions of Article XI of the Indenture], [if applicable insert--and subject to Xxxxxxxxxx Corporation having received prior approval of the Board of Governors of the Federal Reserve System (the "Federal Reserve") if then required under applicable capital guidelines or policies of the Federal Reserve] redeem this Security [in whole at any time time] [or in part from time to time], without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,redemption price] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - insert--Upon the occurrence and during the continuation of a --------------------- Tax Special Event in respect of the PMI Trusta [name of trust], the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Special Event redeem this Security, [if applicable, insert--in whole but not in part], subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].insert redemption price] to the Redemption Date. [If applicable, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof not redeemed will be issued in the name of the Holder hereof upon the cancellation hereof.] The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders); provided that, in the case of the Securities of this series issued to a Xxxxxxxxxx Capital Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable; provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] [If the Security is a Discount Security--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders); provided that, in the case of the Securities of this series issued to a Xxxxxxxxxx Capital Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be equal to [insert formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable; provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture 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 Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. [If applicable, insert - The Securities of this series are issuable only in registered form without coupons in denominations of minimum denominations of $100,000 and any integral multiples of $1,000 in excess thereof.] As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States federal, state and local tax purposes it is intended that this Security constitute indebtedness. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Appears in 1 contract
Samples: Chittenden Capital Trust I
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4_______ __, 1997 1999 (herein called the "Indenture"), between the Company and The Bank of New YorkChase Manhattan Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ $_____________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust AgreementDeclaration of Trust, dated as of __________ __, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] PROVIDENT CAPITAL TRUST , among THE PMI GROUPProvident Financial Group, INC.Inc., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including -including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event, Investment Company Event or a Regulatory Capital Event in respect of the PMI a Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Event, Investment Company Event or Regulatory Capital Event redeem this Security, in whole but not in part, subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation]100% of the principal amount thereof plus accrued and unpaid interest, including Additional Interest, if any, to the Redemption Date.] In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of all series at the time Outstanding, on behalf of the Holders of all Securities of such series, 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, -As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, -As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be equal to - insert formula for determining the amount. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture 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 Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in denominations of $_________ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States federal, state and local tax purposes it is intended that this Security constitute indebtedness. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4_______________, 1997 20__ (herein called the "“Indenture",” which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New YorkYork Mellon Trust Company, N.A., as Trustee (herein called the "“Trustee", ,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company holders of Senior Debt (to the extent contemplated in the Indenture) and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - —, limited in aggregate principal amount to $ $_______________]. All terms used in [If applicable, insert — The Securities of this Security that series are defined in the Indenture subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert - — (1) on _______________ in any year commencing with the year _______________ and ending with the year _______________ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert — on or in the Amended and Restated Trust Agreement, dated as of after _______________, 20____], as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them a whole or in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any timepart, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before _______________, __%, and if redeemed] during the 12-month period beginning _______________ of the years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to __% of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on _______________ in any year commencing with the year _______________ and ending with the year _______________ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after _______________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _____ of the years indicated, Year Redemption Price for Redemption Through Operation of the Sinking Fund Redemption Price for Redemption Otherwise Than Through Operation of the Sinking Fund and thereafter at a Redemption Price equal to _____, ____% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates or Special Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert - Upon — The sinking fund for this series provides for the occurrence redemption on in each year beginning with the year ______ and during ending with the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before year ________ of [if applicable, insert — not less than $__, ------------- ____ and(“mandatory sinking fund”) and not more than] within 90 days $______ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the occurrence of such Tax Event redeem this SecurityCompany otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert —, in whole but not the inverse order in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulationwhich they become due].] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Debt, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such Holder upon said provisions. [If applicable, insert—The Securities shall [not be superior in right of payment to, and shall] rank pari passu with[,]—insert description of existing debt of the Company that is intended to rank on a parity with the Securities.] [If applicable, insert — The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] [If applicable, insert a paragraph regarding the indexing of the Security.] [If applicable, insert a paragraph regarding conversion or exchange of the Security.] The Indenture contains provisions permitting the Company and the Trustee to modify the Indenture or any supplemental indenture without the consent of the Holders for one or more of the following purposes: (1) to evidence the succession of another corporation to the Company; (2) to add to the covenants of the Company; (3) to add additional events of default for the benefit of Holders of all or any series of Securities; (4) to add to or change provisions of the Indenture to allow the issuance of Securities in other forms; (5) to add to, change or eliminate any of the provisions of the Indenture in respect of one or more series of Securities thereunder, under certain conditions specified therein; (6) to secure the Securities; (7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01 of the Indenture; (8) to evidence the appointment of a successor Trustee; (9) to make provision with respect to any conversion or exchange rights as specified as contemplated pursuant to Section 3.01 of the Indenture; and (10) to cure any ambiguity, to correct or supplement any provision of the Indenture which may be defective or inconsistent with any other provision of the Indenture, or to make any other provisions with respect to matters or questions arising under the Indenture as shall not adversely affect the interests of the Holders in any material respect. The Indenture also 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 not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 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 any premium and interest on this Security 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 Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $______ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Appears in 1 contract
Samples: Atp Oil & Gas Corp
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4__________, 1997 2007 (herein called the "“Indenture",” which term shall have the meaning assigned to it in such instrument), between among the Company Company, any Guarantors party thereto and The U.S. Bank of New YorkNational Association, as Trustee (herein called the "“Trustee", ,” which term includes any successor trustee under the Indenture), and reference is hereby made to which the Indenture and all indentures supplemental thereto reference is hereby made applicable to this Security for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Guarantors, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - —, limited in aggregate principal amount to $ $_________]. All terms used in [If applicable, insert — The Securities of this Security that series are defined in the Indenture subject to redemption upon not fewer than 30 days’ nor more than 60 days’ notice by mail, [if applicable, insert - — (1) on ___________ in any year commencing with the year ___________ and ending with the year _____________ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert — on or in the Amended and Restated Trust Agreement, dated as of after ___________, 20____], as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - whole or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any timein part, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before __________, ___%, and if redeemed] during the 12-month period beginning ____________ of the years indicated, and thereafter at a Redemption Year Price --------- ----------------- and at 100% on or after equal to _________, ____% of the principal amount, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days — (whether through operation of the occurrence sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Tax Event redeem this SecuritySecurities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation.].] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
Appears in 1 contract
Samples: Precision Computer Systems Inc
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4, 1997 (herein called the "“Indenture"”), between the Company and The U.S. Bank of New YorkNational Association, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the IndentureIndenture with respect to the series of which this Security is a part), 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 TrusteeCompany, the Company Guarantor, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series Series designated on the face hereof [if applicable[IF APPLICABLE, insert - INSERT–, limited in aggregate principal amount to $ ]. All terms used Carnival plc irrevocably, unconditionally, and absolutely guarantees, jointly and severally and on a continuing basis, to each Holder of Securities, until final and indefeasible payment of the amounts referred to in this Security that are defined in Clause (i) below have been made: (i) the due and punctual payment of principal of and interest on the Securities at any time outstanding and the due and punctual payment of all other amounts payable, and all other amounts owing, by the Company to the Holders of the Securities under the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named thereinSecurities (including, shall have without limitation, any Additional Amounts which may be owing to any of the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject Holders of Securities pursuant to the terms and conditions of Article XI Section 10.5 of the Indenture), redeem this Security in whole each case when and as the same shall become due and payable, whether at any time maturity, by acceleration, by redemption or in part from time to time, without premium or penalty, at a redemption price equal to 100% otherwise and all other monetary obligations of the principal amount Company thereunder, all in accordance with the terms and provisions thereof plus accrued and unpaid interest [if applicable(ii) the punctual and faithful performance, insert --------------------- keeping, observance and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company under the Indenture and the Securities. The Guarantees constitute guarantees of payment, performance and compliance and not merely of collection. The obligation of the Guarantors to make any payments may be satisfied by causing the Company or any other Person to make such payments. Further, the Guarantors agree to pay any and all costs and expenses (including Additional Interest, if any,] reasonable attorney’s fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under the Guarantees. The Company will pay to the Redemption Date.] Holders such Additional Amounts as may become payable under Section 10.5 of the Indenture. The Guarantor will pay to the Holders such Guarantor Additional Amounts as may become payable under Section 15.2 of the Indenture. [If applicable, insert - IF APPLICABLE-INSERT–The Company may, at its option, on or after --------------------- _________, ____, and subject Securities may be converted pursuant to the terms and conditions herein into [ ] if:[detail terms of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event conversion]. The Securities in respect of which a Holder has delivered [form of conversion notice] exercising the PMI Trust, option of such Holder to require the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of to purchase such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation.].] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4____________, 1997 2002 (herein called the "Indenture"), between the Company and The Bank of New YorkSunTrust Bank, as Trustee (herein called the "Trustee", ," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ [$]____]. All By the terms used in this Security that are defined in of the Indenture Indenture, additional Securities [if applicable, insert - insert: of this series and] of other separate series, which may vary as to date, amount, Stated Maturity, interest rate or method of calculating the interest rate and in other respects as therein provided, may be issued in an unlimited principal amount. [If applicable, insert: [The Securities of this series are/This Security is] subject to redemption prior to the Stated Maturity hereof upon not less than 30 days' notice by mail to the Person[s] in whose name[s] [the Securities to be redeemed are/this Security is] registered at the address specified in the Amended and Restated Trust AgreementSecurity Register, dated as of [if applicable, insert: (1) on ___________, _ in any year commencing with the year ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositorand ending with the year _______ through operation of the sinking fund for this series at a 15 Redemption Price equal to 100% of the principal amount, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may (2)] at any time, at its option, time [on or ------------------ after _________], ____as a whole or in part, and subject to at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before _____, ___%, and if redeemed] during the 12-month period beginning _________ of the year indicated, YEAR REDEMPTION PRICE YEAR REDEMPTION PRICE ---- ---------------- ---- ---------------- and thereafter at a Redemption Price equal to ___% of the principal amount, [if applicable, insert: , together in the case of any such redemption [if there is a sinking fund, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Year Price --------- ----------------- Date, provided, however, that installments of interest whose Stated Maturity is on or prior to such Redemption Date will be payable to the [Holders of such Securities/Holder of this Security] (or one or more Predecessor Securities) of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture]. [If there is no sinking fund, insert -- [The Securities of this series are/This Security is] not subject to any sinking fund.] [If applicable, insert -- [The Securities of this series are/This Security is] subject to redemption prior to the Stated Maturity hereof upon not less than 30 days' notice by mail to the Person[s] in whose name[s] [the Securities to be redeemed are/this Security is] registered at the address specified in the Security Register, (1) on _______ in any year commencing with the year ___ and ending with the year ___ through operation of the sinking fund for this series at 100% the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [on or after _________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below. If redeemed during the 12-month period beginning _______ of the years indicated, REDEMPTION PRICE FOR REDEMPTION THROUGH REDEMPTION PRICE FOR REDEMPTION OTHERWISE YEAR OPERATION OF THE SINKING FUND THAN THROUGH OPERATION OF THE SINKING FUND ---- ----------------------------- ------------------------------------------ and thereafter at a Redemption Price equal to ____% of the principal amount, [if applicable, insert -- , together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to but excluding the Redemption Date, provided, however, that installments of interest whose Stated Maturity is on or prior to such Redemption Date will be payable to the [Holders of such Securities/Holder of such Security] (or one or more Predecessor Securities) of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture].] [If applicable, insert - Upon Notwithstanding the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trustforegoing, the Company maymay not, at its optionprior to _______, redeem any Securities of this series as contemplated by [if applicableClause (2) of] the preceding paragraph as a part of, insert - at or in anticipation of, any timerefunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than ___% per annum.] [if applicable, insert - before The sinking fund for this series provides for the redemption on ______ in each year beginning with the year _____ and ending with the year _____ of [not less than] [$]_________, ------------- _ [("mandatory sinking fund") and not more than [$]____ and__] within 90 days aggregate principal amount of Securities of this series. [Securities of this series acquired or redeemed by the occurrence of such Tax Event redeem this Security, Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made -- in whole but not the inverse order in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to which they become due.]] [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor of an authorized denomination for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If the Security is not an Original Issue Discount Security, -- If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may (subject to the conditions set forth in the Indenture) be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, -- If an Event of Default with respect to Securities of this series shall occur and be continuing, a lesser amount than the principal amount due at the Stated Maturity of the Securities of this series may (subject to the conditions set forth in the Indenture) be declared due and payable in the manner and with the effect provided in the Indenture. The amount due and payable on this Security in the event that this Security is declared due and payable prior to the Stated Maturity hereof shall be -- insert formula for determining the amount -- or in the event that this Security is redeemed shall be the specified percentage of -- insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] 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 not less than a majority in aggregate principal amount of the Securities at the time Outstanding of each series to be affected and, for certain purposes, without the consent of the Holders of any Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is an Original Issue Discount Security, -- In determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver under the Indenture or whether a quorum is present at a meeting of Holders of Securities, the principal amount of any Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon the acceleration of the Maturity thereof.] 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor of authorized denomination and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of [$1,000] and any amount in excess thereof which is an integral multiple of [$1,000]. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered in the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary. The Securities shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated the Senior Indenture, dated as of February 4_____ __, 1997 ____ (herein called the "Indenture"), between among the Company Company, Mutual Risk Management Ltd. (the "Guarantor", which term includes any successor guarantor under the Indenture) and The Chase Manhattan Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Guarantor, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ $_____________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture. The terms of this Security include those stated in the Indenture [if applicable, insert - or and those made a part of the Indenture by reference to the Trust Agreement, as Indenture Act. This Security is subject to all such terms and the case may be]Holder of this Security is referred to the Indenture and the Trust Indenture Act for a statement of such terms. [If applicable, insert - insert--This Security is entitled to the benefit of the Guarantee of the Guarantor. Reference is made to Article XIV of the Indenture and to the Guarantee for terms relating to such Guarantee.] [If applicable, insert--The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at insert-- the following Redemption Prices (expressed as percentages of the principal amountamount hereof): If redeemed during the 12-month period beginning _____________, Redemption Year Price --------- ----------------- ---- ---------- and thereafter at a Redemption Price equal to 100% on or after _________of the principal amount hereof, ____together, together in the case of any such redemption redemption, with accrued interest to but excluding the date fixed for redemption,] [a Redemption DatePrice equal to 100% of the principal amount hereof, together, in the case of any such redemption, with accrued interest to but excluding the date fixed for redemption.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, Security is subject to the provisions redemption of Article XI of the Indentureany kind, at a redemption price equal to [describe formulation].] insert--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert - The Securities of this series are not redeemable prior to Stated Maturity.] [The Indenture contains provisions for satisfaction and discharge of [the entire indebtedness of] [or] [certain restrictive covenants and Events of Default with respect to] this Security [, in each case] upon compliance by the Company or the Guarantor with certain conditions set forth in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the Company, the Guarantor and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company or the Guarantor, as the case may be, and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company or the Guarantor, as the case may be, 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company and, in certain cases, the Guarantor (and to the Trustee if given by Holders); and upon any such declaration the principal amount of and the accrued interest on all the Securities of this series shall become immediately due and payable.] [If the Security is an Original Issue Discount Security, insert -- If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to -- insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] 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 any premium and interest on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture for such purpose, 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 such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $____________ and any integral multiple of $____________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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 Guarantor, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Guarantor, the Trustee or any such agent shall be affected by notice to the contrary. This Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws provisions thereof.
Appears in 1 contract
Samples: MRM Capital Trust Iii
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4____________________, 1997 20___ (herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between among the Company Company, the Subsidiary Guarantors named therein and The Bank of New York[TRUSTEE’S NAME], as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Subsidiary Guarantors, the Trustee, the Company holders of Senior Debt and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - — , limited in aggregate principal amount to $ $__________________]. All terms used in [If applicable, insert — The Securities of this Security that series are defined in the Indenture subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, [if applicable, insert - — (1) on _________________ in any year commencing with the year _______________ and ending with the year ______________ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert — on or in the Amended and Restated Trust Agreement, dated as of after ___________________, 20____], as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them a whole or in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any timepart, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before ________%, and if redeemed] during the 12‑month period beginning _________________ of the years indicated, Redemption Redemption Year Price Year Price and thereafter at a Redemption Price equal to________% of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, (1) on _____________ in any year commencing with the year _____________ and ending with the year ___through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after___________________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ____________ of the years indicated, Year Redemption Year Price --------- ----------------- For Redemption Through Operation of the Sinking Fund Redemption Price For Redemption Otherwise Than Through Operation of the Sinking Fund and thereafter at 100a Redemption Price equal to _____________% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or after prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to _________________, ____, together in the case redeem any Securities of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, this series as contemplated by [if applicable, insert - at — clause (2) of] the preceding paragraph as a part of, or in anticipation of, any time] [if applicablerefunding operation by the application, insert - before directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than ___________% per annum.] [If applicable, ------------- insert — The sinking fund for this series provides for the redemption on _____________________ andin each year beginning with the year ______________ and ending with the year ________________ of [if applicable, insert — not less than $_____________ (“mandatory sinking fund”) and not more than] within 90 days $_______________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the occurrence of such Tax Event redeem this SecurityCompany otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — , in whole but not the inverse order in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulationwhich they become due].] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If the Security is subject to conversion, insert — Subject to the provisions of the Indenture, the Holder has the right to convert the principal amount of this Security into fully paid and nonassessable shares of Common Stock of the Company at the initial conversion price per share of Common Stock of $_______________ (or $______________ in principal amount of Securities for each such share of Common Stock), or at the adjusted conversion price then in effect, if adjustment has been made as provided in the Indenture, upon surrender of the Security to the Conversion Agent, together with a fully executed notice in substantially the form attached hereto and, if required by the Indenture, an amount equal to accrued interest payable on this Security.] The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt of the Company, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, 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. [If applicable, insert — As provided in the Indenture and subject to certain limitations therein set forth, the obligations of the Company under this Security are guaranteed on a senior subordinated basis pursuant to the Indenture as indicated in the notation of Subsidiary Guarantee endorsed hereon. The Indenture provides that a Subsidiary Guarantor shall be released from its Subsidiary Guarantee upon compliance with certain conditions.] [If applicable, insert — The Indenture contains provisions for Defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable security or indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity; provided however, that the Company will have 90 days following such written notice to remedy or receive a waiver for any failure to comply with the Company’s obligations under the Indenture so long as the Company is attempting to remedy any such failure as soon as reasonably practicable. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein [if applicable, insert — or the right to convert this Security in accordance with its terms]. 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 any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed [if applicable, insert — and to convert this Security in accordance with its terms]. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 18 The Securities of this series are issuable only in registered form without coupons in denominations of $________________ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Appears in 1 contract
Samples: California Resources Production Corp
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4, 1997 (herein called the "“Indenture"”), between the Company and The U.S. Bank of New YorkNational Association, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the IndentureIndenture with respect to the series of which this Security is a part), 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 TrusteeCompany, the Company Guarantor, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series Series designated on the face hereof [if applicable[IF APPLICABLE, insert - INSERT–, limited in aggregate principal amount to $ ]. All terms used Carnival Corporation irrevocably, unconditionally, and absolutely guarantees, jointly and severally and on a continuing basis, to each Holder of Securities, until final and indefeasible payment of the amounts referred to in this Security that are defined in Clause (i) below have been made: (i) the due and punctual payment of principal of and interest on the Securities at any time outstanding and the due and punctual payment of all other amounts payable, and all other amounts owing, by the Company to the Holders of the Securities under the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named thereinSecurities (including, shall have without limitation, any Additional Amounts which may be owing to any of the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject Holders of Securities pursuant to the terms and conditions of Article XI Section 10.5 of the Indenture), redeem this Security in whole each case when and as the same shall become due and payable, whether at any time maturity, by acceleration, by redemption or in part from time to time, without premium or penalty, at a redemption price equal to 100% otherwise and all other monetary obligations of the principal amount Company thereunder, all in accordance with the terms and provisions thereof plus accrued and unpaid interest [if applicable(ii) the punctual and faithful performance, insert --------------------- keeping, observance and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company under the Indenture and the Securities. The Guarantees constitute guarantees of payment, performance and compliance and not merely of collection. The obligation of the Guarantors to make any payments may be satisfied by causing the Company or any other Person to make such payments. Further, the Guarantors agree to pay any and all costs and expenses (including Additional Interest, if any,] reasonable attorney’s fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under the Guarantees. The Company will pay to the Redemption Date.] Holders such Additional Amounts as may become payable under Section 10.5 of the Indenture. The Guarantor will pay to the Holders such Guarantor Additional Amounts as may become payable under Section 16.2 of the Indenture. [If applicable, insert - IF APPLICABLE-INSERT–The Company may, at its option, on or after --------------------- _________, ____, and subject Securities may be converted pursuant to the terms and conditions herein into [ ] if:[detail terms of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event conversion]. The Securities in respect of which a Holder has delivered [form of conversion notice] exercising the PMI Trust, option of such Holder to require the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of to purchase such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation.].] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4December 13, 1997 2022 (herein called the "“Indenture",” which term shall have the meaning assigned to it in such instrument), between among the Company Company, the Guarantors, if any, and The Bank of New YorkComputershare Trust Company, National Association, as Trustee trustee (herein called the "“Trustee", ,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Guarantors, if any, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - — limited in aggregate principal amount to $ $[●] ]. All terms used in this This Security that are defined in is the Indenture general, unsecured obligation of the Company [if applicable, insert - or — and is guaranteed pursuant to a guarantee (the “Guarantee”) by [insert name of each Guarantor] and any other Person who shall become such in accordance with the Indenture (the “Guarantors”). The Guarantee by each Guarantor is the general, unsecured, senior obligation of such Guarantor, subject to the release and discharge thereof as provided in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may beIndenture]. [If applicable, insert - — The Company may at any time, at its option, on or ------------------ after _________, ____, and Securities of this series are subject to the terms and conditions of Article XI of the Indentureredemption upon not less than 10 days’ nor more than 60 days’ notice, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, — on or after --------------------- _________[●], ____20[●]], and subject to as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before [●], [●]%, and if redeemed] during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.[●] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.years indicated,
Appears in 1 contract
Samples: Indenture (Diamondback Energy, Inc.)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4, 1997 ____ (herein called the "“Indenture"”), between the Company and The U.S. Bank of New YorkNational Association, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the IndentureIndenture with respect to the series of which this Security is a part), 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 TrusteeCompany, the Company Guarantor, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series Series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of ______]. Carnival plc irrevocably, unconditionally, and absolutely guarantees, jointly and severally and on a continuing basis, to each Holder of Securities, until final and indefeasible payment of the amounts referred to in clause (i) below have been made: (i) the due and punctual payment of principal of and interest on the Securities at any time outstanding and the due and punctual payment of all other amounts payable, and all other amounts owing, by the Company to the Holders of the Securities under the Indenture and the Securities (including, without limitation, any Additional Amounts which may be owing to any of the Holders of Securities pursuant to the terms of Section 10.5 of the Indenture), in each case when and as the same shall become due and payable, whether at maturity, by acceleration, by redemption or otherwise and all other monetary obligations of the Company thereunder, all in accordance with the terms and provisions thereof and (ii) the punctual and faithful performance, keeping, observance and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company under the Indenture and the Securities. The Guarantees constitute guarantees of payment, performance and compliance and not merely of collection. The obligation of the Guarantors to make any payments may be satisfied by causing the Company or any other Person to make such payments. Further, the Guarantors agree to pay any and all costs and expenses (including reasonable attorney’s fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under the Guarantees. The Company will pay to the Holders such Additional Amounts as may become payable under Section 10.5 of the Indenture. [IF APPLICABLE-INSERT–The Securities may be converted pursuant to the terms herein into [ ] if:[detail terms of conversion]. The Securities in respect of which a Holder has delivered [form of conversion notice] exercising the option of such Holder to require the Company to purchase such Security.] [IF APPLICABLE, INSERT – The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, [IF APPLICABLE, INSERT – (1) on in any year commencing with the year and ending with the year at a Redemption Price equal to _____, ____, as amended (% of the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositorprincipal amount, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may (2)] at any time, at its option, time [on or ------------------ after _________, 20_____ ], and subject to as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% [on or after _before ________, ____%, and if redeemed] during the 12-month period beginning of the years indicated, YEAR REDEMPTION PRICE YEAR REDEMPTION PRICE and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicableThe Securities will also be subject to redemption as a whole, insert but not in part, at the option of the Company at any time at 100% of the principal amount, together with accrued interest thereon to the Redemption Date, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Securities, any Additional Amounts as a result of certain changes affecting withholding taxes which are specified in the Indenture.] [IF APPLICABLE - Upon INSERT - The Securities may be converted pursuant to the occurrence and during the continuation terms herein into [______] if: [detail terms of a --------------------- Tax Event conversion]. The Securities in respect of which a Holder has delivered [form of conversion notice] exercising the PMI Trustoption of such Holder to require the Company to purchase such Security.] [IF APPLICABLE, INSERT The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, YEAR REDEMPTION PRICE FOR REDEMPTION THROUGH OPERATION OF THE SINKING FUND REDEMPTION PRICE FOR REDEMPTION OTHERWISE THAN THROUGH OPERATION OF THE SINKING FUND and thereafter at a Redemption Price equal to % of the principal amount, together is the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture.] [Notwithstanding the foregoing, the Company maymay not, at its option, [if applicable, insert - at any time] [if applicable, insert - before ___prior to______, ------------- redeem any Securities of this series as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] [The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [not less than] $_____ and[(“mandatory sinking fund”) and not more than $ ] within 90 days aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the occurrence of such Tax Event redeem this Security, Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation]order] order in which they become due.] [In the event of redemption or repayment of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [IF APPLICABLE, INSERT – The Securities of this series are subject to repayment in whole [or in part] [but not in part], in integral multiples of $____, on [and ] at the option of the Holder hereof at a Repayment Price equal to _______% of the principal amount thereof [to be repaid], together with interest thereon accrued to the Repayment Date, all as provided in the Indenture [; provided, however, that the principal amount of this Security may not be repaid in part if, following such repayment, the unpaid principal amount of this Security would be less than [$______] [the minimum authorized denomination for Securities of this series]]. To be repaid at the option of the Holder, this Security, with the “Option to Elect Repayment” form duly completed by the Holder hereof, must be received by the Company at its office or agency maintained for that purpose in either the City of ____________, the State of ______________, or the City of __________, the State of ________[, which will be located initially at the office of the Trustee at ____________________], not earlier than 30 days nor later than 15 days prior to the Repayment Date. Exercise of such option by the Holder of this Security shall be irrevocable unless waived by the Company.] [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY – If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY – If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to INSERT FORMULA FOR DETERMINING THE AMOUNT. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal; and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] 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 Outstanding Securities of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Outstanding Securities of each series, on behalf of the Holders of all Outstanding Securities of such series, 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 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 amount of principal of (and premium, if any, on) and interest on this Security herein provided, and 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 Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any, on) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $______ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of like tenor of different authorized denominations as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. [IF APPLICABLE, INSERT – OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably requests and instructs the Company to repay the within Security [(or the portion thereof specified below)], pursuant to its terms, on the “Repayment Date” first occurring after the date of receipt of the within Security as specified below, at a Repayment Price equal to ____% of the principal amount thereof, together with interest thereon accrued to the Repayment Date, to the undersigned at: ______________________________________________________________________________________________ ______________________________________________________________________________________________ (Please Print or Type Name and Address of the Undersigned.) FOR THIS OPTION TO ELECT REPAYMENT TO BE EFFECTIVE, THIS SECURITY WITH THE OPTION TO ELECT REPAYMENT DULY COMPLETED MUST BE RECEIVED NOT EARLIER THAN 30 DAYS PRIOR TO THE REPAYMENT DATE AND NOT LATER THAN 15 DAYS PRIOR TO THE REPAYMENT DATE BY THE COMPANY AT ITS OFFICE OR AGENCY EITHER IN THE CITY OF ______________, THE STATE OF __________, OR THE CITY OF___________, THE STATE OF ____________[, WHICH WILL BE LOCATED INITIALLY AT THE OFFICE OF THE TRUSTEE AT ______________________]. (If less than the entire principal amount of the within Security is to be repaid, specify the portion thereof (which shall be $________or an integral multiple thereof) which is to be repaid: $________. The principal amount of this Security may not be repaid in part if, following such repayment, the unpaid principal amount of this Security would be less than [$_____ [the minimum authorized denomination for Securities of this series].] [If less than the entire principal amount of the within Security is to be repaid, specify the denomination(s) of the Security(ies) to be issued for the unpaid amount: ($___________ or any integral multiple of $_______): $__________.] Dated: Note: The signature to this Option to Elect Repayment must correspond with the name as written upon the face of the within Security in every particular without alterations or enlargement or any change whatsoever.]
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Corporation (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4January __, 1997 (herein called the "Indenture"), between the Company Corporation and The Bank of New YorkTHE FIRST NATIONAL BANK OF CHICAGO, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ ___________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, 199_____ (as modified, as amended (or supplemented from time to time, the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Issuer Trust] (the "Issuer Trust") among THE PMI GROUP, INC.the Corporation, as Depositor, and the Trustees named thereintherein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company Corporation may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages per centages of the principal amountamount hereof): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____-18- Year Redemption ---- Price ---------- and thereafter at a Redemption Price equal to 100% of the principal amount hereof, together together, in the case of any such redemption redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - Upon insert--In addition, upon the occurrence and during the continuation of a --------------------- Tax Event or a Capital Treatment Event in respect of the PMI Issuer Trust, the Company Corporation may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence and during the continuation of such Tax Event or Capital Treatment Event, as the case may be, redeem this Security, in whole but not in part, subject to the provisions terms and conditions of Article XI of the Indenture, at a redemption price equal to [describe formulationinsert formula].] [If the Security is subject to redemption of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Corporation with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Corporation and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Corporation 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]. The principal amount payable upon such acceleration shall be equal to--insert formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities of this series shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Corporation's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest [insert if applicable--including any Additional Interest)] on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Securities Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $____________ and any integral multiple of $____________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the contrary. The Corporation and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
Appears in 1 contract
Samples: NTC Capital Iii
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), ) issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4___________, 1997 200__ (herein called the "Indenture"), between the Company (which term includes any successor corporation under the Indenture) and The Bank of New York_________________________, as Trustee (herein called the "Trustee", ," which term includes any successor trustee under the IndentureIndenture with respect to the series of which this Security is a part), to which the 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 TrusteeCompany, the Company Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof hereof[if applicable, insert - limited in aggregate principal amount to $ ]. All terms used in Subject to and upon compliance with the provisions of the Indenture, the Holder of this Security that are defined is entitled, at his option, at any time on or before the close of business on _______ __, _____, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Business Day which is ten days prior to the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company at a conversion price equal to $______ aggregate principal amount of Securities for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture [if applicableIndenture) by surrender of this Security, insert - duly endorsed or assigned to the Company or in blank, to the Amended and Restated Trust Agreement, dated as of Company at its office or agency in _______________, ____accompanied by written notice to the Company that the Holder hereof elects to convert this Security, as amended or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (unless this Security or the "Trust Agreement"portion thereof being converted has been called for redemption on a Redemption Date within such period), also accompanied by payment in New York Clearing House or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for [PMI Capital ___ ,] among THE PMI GROUPpayment and, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture [if applicable, insert - provides that in case of certain consolidations or mergers to which the Company is a party or the Trust Agreementtransfer of substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the case may be]kind and amount of securities, cash and other property receivable upon the consolidation, merger or transfer by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of nonelecting shares). [If applicable, insert - insert--The indebtedness evidenced by the Securities is, to --------------------- the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all indebtedness and obligations of the Company may at any time, at its option, on or ------------------ after _________, ____, as are defined in the Indenture as "Senior Indebtedness," and this Security is issued subject to the terms and conditions of Article XI provisions of the IndentureIndenture with respect thereto, redeem and each Holder of this Security Security, by accepting the same, agrees to and shall be bound by such provisions. Each Holder of this Security, by accepting the same, agrees that each holder of Senior Indebtedness, whether created or acquired before or after the issuance of this Security, shall be deemed conclusively to have relied on such subordination provisions in whole at any time acquiring and continuing to hold, or in part from time continuing to timehold, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Datesuch Senior Indebtedness.] [If applicable, insert - insert--The Company maySecurities of this series are subject to redemption --------------------- upon not less than 30 days' notice by mail, at its option[if applicable, insert--(1) on or after --------------------- _________, __ in any year commencing with the year ____, ______ and subject ending with the year _________ at a Redemption Price equal to the terms and conditions of Article XI % of the Indenture, redeem this Security in whole principal amount and (2)] at any time [on or after 200__], as a whole or in part from time to timepart, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before ______, ___%, and if redeemed] during the 12-month period beginning _________ of the years indicated, Year Redemption Price Year Redemption Price ---- ---------------- ---- ---------------- and thereafter at a Redemption Price equal to __% of the principal amount, together in the case of any such redemption with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert--The Securities of this series are subject to redemption --------------------- upon not less than 30 days' notice by mail, (1) on ___________ in any year commencing with the year ____________ and ending with the year _________ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below and (2) at any time [on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning _____________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Through Operation of the Otherwise Than Through Year Sinking Fund Operation of the Sinking Fund ---- ------------------------------- ------------------------------- and thereafter at a Redemption Price --------- ----------------- and at 100equal to ____% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or after prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture.] [Notwithstanding the foregoing, the Company may not, prior to __________, redeem any Securities of this series as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date% per annum.] [If applicable, insert - Upon The sinking fund for this series provides for the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before redemption on _________, ------------- _ in each year beginning with the year _______________ andand ending with the year ____________ of [not less than] within 90 days $____________ [("mandatory sinking fund")] and not more than $____________ aggregate principal amount of the occurrence Securities of such Tax Event redeem this Security, in whole but not in part, subject series. [Securities of this series converted pursuant to the provisions of Article XI of Indenture or acquired or redeemed by the Indenture, at a redemption price equal Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made in the [describe formulationorder] order in which -------------- they become due.].] [In the event of redemption or conversion of this Security in part only, a new Security or Securities of this series for the unredeemed or unconverted portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert--The Securities of this series are subject to the --------------------- covenant defeasance provisions set forth in Article Four of the Indenture.] [If the Security is not an Original Issue Discount Security, insert--If an ------------------------------------------------------------------ Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert--If an -------------------------------------------------------------- Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to--insert formula for determining the ---------------------------------- amount. Upon payment (i) of the amount of principal so declared due and payable ------ and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all the Company's obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] 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 Outstanding Securities of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Outstanding Securities of each series, on behalf of the Holders of all Outstanding Securities of such series, 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 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 amount of principal of (and premium, if any, on) and interest, if any, on this Security herein provided, and at the times, place and rate, and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any, on) and interest, if any, on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $___________ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of different authorized denominations as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company nor the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Appears in 1 contract
Samples: Icos Corp / De
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4, 1997 (herein called the "“Indenture"”), between the Company and The U.S. Bank of New YorkNational Association, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the IndentureIndenture with respect to the series of which this Security is a part), 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 TrusteeCompany, the Company Guarantor, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series Series designated on the face hereof [if applicable[IF APPLICABLE, insert - INSERT–, limited in aggregate principal amount to $ ]. All terms used Carnival Corporation irrevocably, unconditionally, and absolutely guarantees, jointly and severally and on a continuing basis, to each Holder of Securities, until final and indefeasible payment of the amounts referred to in this Security that are defined in Clause (i) below have been made: (i) the due and punctual payment of principal of and interest on the Securities at any time outstanding and the due and punctual payment of all other amounts payable, and all other amounts owing, by the Company to the Holders of the Securities under the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named thereinSecurities (including, shall have without limitation, any Additional Amounts which may be owing to any of the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject Holders of Securities pursuant to the terms and conditions of Article XI Section 10.5 of the Indenture), redeem this Security in whole each case when and as the same shall become due and payable, whether at any time maturity, by acceleration, by redemption or in part from time to time, without premium or penalty, at a redemption price equal to 100% otherwise and all other monetary obligations of the principal amount Company thereunder, all in accordance with the terms and provisions thereof plus accrued and unpaid interest [if applicable(ii) the punctual and faithful performance, insert --------------------- keeping, observance and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company under the Indenture and the Securities. The Guarantees constitute guarantees of payment, performance and compliance and not merely of collection. The obligation of the Guarantors to make any payments may be satisfied by causing the Company or any other Person to make such payments. Further, the Guarantors agree to pay any and all costs and expenses (including Additional Interest, if any,] reasonable attorney’s fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under the Guarantees. The Company will pay to the Redemption Date.] Holders such Additional Amounts as may become payable under Section 10.5 of the Indenture. The Guarantor will pay to the Holders such Guarantor Additional Amounts as may become payable under Section 15.2 of the Indenture. [If applicable, insert - IF APPLICABLE-INSERT–The Company may, at its option, on or after --------------------- _________, ____, and subject Securities may be converted pursuant to the terms and conditions herein into [ ] if:[detail terms of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event conversion]. The Securities in respect of which a Holder has delivered [form of conversion notice] exercising the PMI Trust, option of such Holder to require the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of to purchase such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation.].] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4July __, 1997 1998 (herein called the "Indenture"), between the Company and The Bank of New YorkBankers Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ $________]. All terms used in this Security that are defined in the Indenture [Indenture, or if applicablenot defined in the Indenture, insert - or in the Amended and Restated Trust Agreement, Agreement dated as of ________July ___, ____1998 (as modified, as amended (or supplemented from time to time the "Trust Agreement"), for [PMI relating to BSB Capital ___ ,] Trust I (the "Issuer Trust") among THE PMI GROUP, INC.the Company, as Depositor, and the Trustees named therein, therein and the Holders from time to time of the Trust Securities issued pursuant thereto] shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company may at any time, at its option, has the right to redeem this Security (i) on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty(ii) in whole (but not in part), at any time within 90 days following the occurrence and during the continuation of a Tax Event, Investment Company Event, or Capital Treatment Event, in each case at the Redemption Price described below, and subject to possible regulatory approval.] In the event of redemption price equal to 100% of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to Holder hereof upon the Redemption Date.] cancellation hereof. [If applicable, insert - The Company may, at its option, insert--In the case of a redemption on or after --------------------- ___________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at Redemption Price shall equal the following Redemption Prices (prices, expressed as in percentages of the principal amount): If amount hereof, together with accrued interest to but excluding the date fixed for redemption, if redeemed during the 12-month period beginning __________, _: Redemption Year Price --------- ----------------- ---- ----- and at 100% on or after _________, _. In the case of a redemption on or after __________ following a Tax Event, together in Investment Company Event or Capital Treatment Event, the Redemption Price shall equal the Redemption Price then applicable to a redemption under the preceding paragraph. In the case of any such a redemption prior to _________ following a Tax Event, Investment Company Event or Capital Treatment Event in respect of the Issuer Trust, the Redemption Price shall equal the Make-Whole Amount for a corresponding $_________ principal amount hereof, together with accrued interest to but excluding the Redemption Date.] [If applicabledate fixed for redemption, insert - Upon which Make-Whole Amount will be equal to the occurrence and during the continuation greater of a --------------------- Tax Event in respect (i) 100% of the PMI Trustprincipal amount hereof, and (ii) as determined by a Quotation Agent (as defined in the Trust Agreement), the Company maysum of the present values of the principal amount hereof and premium, at its optionif any, [if applicable, insert - at any time] [if applicable, insert - before payable as part of the Redemption Price with respect to an optional redemption hereof on ___________, ------------- together with the present values of scheduled payments of interest (not including the portion of any such payments of interest accrued as of the Redemption Date) from the date fixed for redemption to ____ and] within 90 days of the occurrence of such Tax Event redeem this Security________, in whole but not each case discounted to the date fixed for redemption on a [monthly] [quarterly] [semi-annual] basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined in part, the Trust Agreement).] [If the Security is subject to the provisions redemption of Article XI of the Indentureany kind, at a redemption price equal to [describe formulation].] insert--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]
Appears in 1 contract
Samples: BSB Capital Trust I
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company designated as its 9 3/4% Senior Notes due 2006 (herein called the "Securities"), issued and limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $160,000,000, which may be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4, 1997 an indenture (herein called the "Indenture")) dated as of September 26, 1996 between the Company Company, the Subsidiary Guarantors and The Bank of New YorkFleet National Bank, as Trustee trustee (herein called the "Trustee", ," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the TrusteeCompany, the Company Subsidiary Guarantors, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one The Indebtedness evidenced by the Securities is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the series designated on the face hereof [if applicable, insert - limited prior payment in aggregate principal amount to $ ]. All terms used in this Security that are full of all Senior Indebtedness (as defined in the Indenture [if applicableIndenture) and this Security is issued subject to such provisions. Each Holder of this Security, insert - by accepting the same, (i) agrees to and shall be bound by such provisions, (ii) authorizes and directs the Trustee on his behalf to take such action as may be necessary or in appropriate to effectuate the Amended and Restated Trust Agreement, dated subordination as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them provided in the Indenture [if applicable, insert - or and (iii) appoints the Trust Agreement, Trustee as the case may be]his attorney-in-fact for such purpose. [If applicable, insert - The Company may at any timeSecurities are subject to redemption, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI option of the IndentureCompany, redeem this Security in whole or in part, at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________October 1, ____2001, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time upon not less than 30 or in part from time to time, more than 60 days' notice at the following Redemption Prices (expressed as percentages of the principal amount): If ) set forth below if redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect October 1 of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.years indicated below: -33-
Appears in 1 contract
Samples: Indenture (Flores & Rucks Inc /De/)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4[ , 1997 ], (herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York[ ], as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - — [initially] limited in aggregate principal amount to $ ]. All terms used in this Security ] [, provided that are defined in the Indenture [if applicableCompany may, insert - or in without the Amended consent of any Holder, at any time and Restated Trust Agreement, dated as of ___________, ____, as amended (from time to time increase the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may beinitial principal amount]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and Securities of this series are subject to redemption upon not less than 30 days’ nor more than 60 days’ notice by mail, [if applicable, insert - (1) on in any year commencing with the terms year and conditions of Article XI ending with the year through operation of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time, without premium or penalty, series at a redemption price Redemption Price equal to 100% of the principal amount thereof plus accrued amount, and unpaid interest (2)] at any time [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____20 ], and subject to as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before , %, and if redeemed] during the 12-month period beginning __________, of the years indicated, Year Redemption Price For Redemption Through Operation of the Sinking Fund Year Redemption Price --------- ----------------- For Redemption Otherwise Than Through Operation of the Sinking Fund and thereafter at 100a Redemption Price equal to % on or after _________, ____of the principal amount, together in the case of any such redemption [(whether through operation of the sinking fund or otherwise)] with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant record dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert - Upon — Notwithstanding the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trustforegoing, the Company maymay not, at its optionprior to , redeem any Securities of this series as contemplated by [if applicable, insert - at — Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any timerefunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] [If applicable, insert — The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [if applicable, insert - before _________— not less than $ (“mandatory sinking fund”) and not more than] $ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, ------------- ____ andinsert — mandatory] within 90 days of the occurrence of such Tax Event redeem this Securitysinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — , in whole but not the inverse order in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulationwhich they become due].] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert — The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Securities of this series or certain restrictive covenants with respect to the Securities of this series and Events of Default with respect to the Securities of this series, in each case upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to [— insert formula for determining the amount]. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture provides that upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture) with respect to Securities of this series, and subject to further limitations contained therein, the Company will make an offer to purchase the Securities of this series in accordance with the procedures set forth in the Indenture. The Indenture imposes certain limitations on, among other things, the Company’s ability and the ability of its Restricted Subsidiaries with respect to Securities of this series to incur Secured Indebtedness or enter into certain sale and leaseback transactions; and the Company’s ability and the ability of the Guarantors of Securities of this series to consolidate, merge, convey, transfer or lease their respective properties and assets substantially as an entirety[, add any other restrictive covenants provided for in the supplemental indenture for this series]. Such limitations are subject to a number of important qualifications and exceptions. The Company must annually report to the Trustee on compliance with such limitations. Events of Default are set forth in the Indenture. If an Event of Default (other than an Event of Default specified in Section 5.01(7) or (8)) shall occur and be continuing with respect to this series, the Trustee or the Holders of at least 25% in principal amount of Outstanding Securities of this series may declare the principal of, premium, if any, and accrued interest on all of the Outstanding Securities of this series to be due and payable by notice in writing to the Company and (if given by the Holders) the Trustee specifying the respective Events of Default and that it is a “notice of acceleration,” and the same shall become immediately due and payable; provided, however, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of this series may rescind and annul such acceleration and its consequences if all existing Events of Default with respect to this series, other than the nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. In case an Event of Default specified in Section 5.01(7) or (8) of the Indenture occurs with respect to the Securities of this series and is continuing with respect to the Securities of this series, such principal amount, together with premium, if any, and interest with respect to all of the Outstanding Securities of this series, shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders. 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 any 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 (i) permitting the Holders of not less than a majority in principal amount of the Outstanding Securities of a series, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture with respect to such series and (ii) permitting the Holders of a majority in principal amount of the Outstanding Securities of a series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults in respect of the Securities of such series under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. When a successor entity assumes, in accordance with the Indenture, all the obligations in respect of the Securities of this series of its predecessor under the Securities of this series and the Indenture, and immediately before and thereafter no Default with respect to this series or Event of Default with respect to this series exists and certain other conditions are satisfied, the predecessor entity will be released from those obligations. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity and/or security, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity and/or security. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 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 any premium and interest on this Security 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 Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Xxxxxxxxx duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series 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, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. [If applicable, insert - This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations in Section 3.05 thereof on transfers and exchanges of Global Securities.] [If applicable, insert - Interest on the principal balance of this Security shall be calculated on the basis of a [365- or 366-day year, as appropriate, for the actual number of days elapsed] [360-day year of twelve 30-day months]] Each Holder, by accepting a Security, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: CNH Industrial Capital LLC, Attention: General Counsel, 0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OR ANY SUCCESSOR STATUTE). EACH OF THE PARTIES TO THE INDENTURE HAS AGREED TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA AND THE COURTS OF THE STATE OF NEW YORK, IN EACH CASE LOCATED IN THE CITY OF NEW YORK, IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF, RELATING TO OR BASED ON THE INDENTURE, THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. THE COMPANY, THE GUARANTORS AND THE TRUSTEE, AND EACH HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF, RELATING TO OR BASED ON THE INDENTURE, THIS SECURITY OR ANY TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4[·], 1997 2019 (herein called the "“Indenture",” which term shall have the meaning assigned to it in such instrument), between among the Company Company, the Guarantors, if any, and The Bank of New York[·], as Trustee trustee (herein called the "“Trustee", ,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Guarantors, if any, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - — limited in aggregate principal amount to $ $[·] ]. All terms used in this This Security that are defined in is the Indenture general, unsecured obligation of the Company [if applicable, insert - or — and is guaranteed pursuant to a guarantee (the “Guarantee”) by [insert name of each Guarantor] and any other Person who shall become such in accordance with the Indenture (the “Guarantors”). The Guarantee by each Guarantor is the general, unsecured, senior obligation of such Guarantor, subject to the release and discharge thereof as provided in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may beIndenture]. [If applicable, insert - — The Company may at any time, at its option, on or ------------------ after _________, ____, and Securities of this series are subject to the terms and conditions of Article XI of the Indentureredemption upon not less than 15 days’ nor more than 60 days’ notice, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, — on or after --------------------- _________[·], ____20[·]], and subject to as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before [·], [·]%, and if redeemed] during the 12-month period beginning __________[·] of the years indicated, Year Redemption Price Year Redemption Price --------- ----------------- and thereafter at 100a Redemption Price equal to [·]% on or after _________, ____of the principal amount, together in the case of any such redemption with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]] [If applicable, insert — The Securities of this series are subject to redemption upon not less than 15 nor more than 60 days’ notice by mail, (1) on [·] in any year commencing with the year [·] and ending with the year [·] through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after [·], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning [·] of the years indicated, Year Redemption Price for Redemption Through Operation of the Sinking Fund Redemption Price for Redemption Otherwise Than Through Operation of the Sinking Fund and thereafter] at a Redemption Price equal to [·]% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert - Upon — Notwithstanding the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trustforegoing, the Company maymay not, at its optionprior to [·], redeem any Securities of this series as contemplated by [if applicable, insert - at — clause (2) of] the preceding paragraph as a part of, or in anticipation of, any timerefunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than [·]% per annum.] [If applicable, insert — The sinking fund for this series provides for the redemption on [·] in each year beginning with the year [·] and ending with the year [·] of [if applicable, insert - before _________— not less than $[·] (“mandatory sinking fund”) and not more than] $[·] aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, ------------- ____ andinsert — mandatory] within 90 days of the occurrence of such Tax Event redeem this Securitysinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert —, in whole but not the inverse order in part, which they become due.]] [If the Security is subject to the provisions redemption of Article XI of the Indentureany kind, at a redemption price equal to [describe formulation].] insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert — The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.] [If applicable, insert — As provided in the Indenture and subject to certain limitations therein set forth, the obligations of the Company under this Security are guaranteed by each of the Guarantors pursuant to the Indenture [as indicated in the notation of guarantee endorsed hereon]. The Indenture provides that a Guarantor shall be released from its Guarantee upon compliance with certain conditions.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company [if applicable, insert — and the Guarantors] and the rights of the Holders of the Securities to be affected under the Indenture at any time by the Company[if applicable, insert — and the Guarantors] and the Trustee with the consent of the Holders of a majority in principal amount (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of all Securities at the time Outstanding to be affected (considered together as one class for this purpose and such Securities to be affected potentially being Securities of the same or different series and, with respect to any series, potentially comprising fewer than all the Securities of such series), except as may otherwise be provided pursuant to the Indenture for all or any specific Securities of any series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount (including waivers obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of the Securities at the time Outstanding to be affected under the Indenture (considered together as one class for this purpose and such affected Securities potentially being Securities of the same or different series and, with respect to any particular series, potentially comprising fewer than all the Securities of such series), on behalf of the Holders of all Securities so affected, to waive compliance by the Company [if applicable, insert — and the Guarantors] with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount (including waivers obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture with respect to such series and their consequences, in the case of Clause (i) or (ii), except as may otherwise be provided pursuant to the Indenture for all or any specific Securities of any series. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default and offered the Trustee security or indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of security or indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 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 any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed [if applicable, insert — or alter or impair the obligation of each Guarantor, which is absolute and unconditional, to pay pursuant to its Guarantee]. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, [if applicable, insert — any Guarantor,] the Trustee and any agent of the Company [if applicable, insert — any Guarantor] or the Trustee shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, [if applicable, insert — any Guarantor,] the Trustee nor any such agent shall be affected by notice to the contrary. [If this Security is a Global Security, insert — This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations therein on transfers and exchanges of Global Securities.] This Security and the Indenture shall be governed by and construed in accordance with the law of the State of New York. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4December 30, 1997 1996 (herein called the "Indenture"), between the Company and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of __________ __, ___199_, as amended (the "Trust Agreement"), for [PMI First Tennessee Capital ___ ,] among THE PMI GROUP, INC.First Tennessee National Corporation, as Depositor, and the Trustees named therein], shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- - including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI TrustEvent, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Event Event, redeem this Security, in whole but not in part, subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, including Additional Interest, if any, to the Redemption Date. [describe formulation]If applicable, insert - Upon the occurrence and during the continuation of a Capital Treatment Event in respect of a Trust, the Company may, at its option, at any time within 90 days of the occurrence of such Capital Treatment Event, redeem this Security, in whole but not in part, subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, including Additional Interest, if any, to the Redemption Date.] In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of all series at the time Outstanding, on behalf of the Holders of all Securities of such series, 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, - As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, - As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Trust, if upon an Event of Default, the Trustee or the Holders of the requisite principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be equal to - insert formula for determining the
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated Indenture, an Indenture dated as of February 4, 1997 __________________ (herein called the "“Indenture"”), between the Company and The Bank of New York____________, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the TrusteeCompany, the Company Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Security is one of the series designated on the face hereof [if applicable, insert - insert—, limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of U.S.$___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - insert—The Company may Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, [if applicable, insert—(1) on in any year commencing with the year 20__ and ending with the year 20__ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any timetime [if applicable, at its option, insert—on or ------------------ after _________, ___ __, and subject to 20__], as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert—on or before ___________ __, 20__, __________%, and if redeemed] during the 12-month period beginning __________________ of the years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ________% of the principal amount, together in the case of any such redemption [if applicable, insert—(whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert—The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, (1) on _______________ in any year commencing with the year 20__ and ending with the year 20__ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert—on or after __________ __, 20__, as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ______________ of the years indicated, Year Redemption Year Price --------- ----------------- for Redemption Through Operation of the Sinking Fund Redemption Price for Redemption Otherwise Than Through Operation of the Sinking Fund and thereafter at 100a Redemption Price equal to _____% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or after prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert—The sinking fund for this series provides for the redemption on in each year beginning with the year 20__ and ending with the year 20__ of [if applicable,—not less than $ (“mandatory sinking fund”) and not more than] $_________, ____, together _ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable,—mandatory] sinking fund payments may be credited against subsequent [if applicable,—mandatory] sinking fund payments otherwise required to be made [if applicable,—in the inverse order in the case of any such redemption with accrued interest to but excluding the Redemption Datewhich they become due].] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, Security is subject to the provisions redemption in part of Article XI of the Indentureany kind, at a redemption price equal to [describe formulation].] insert—In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert—The Securities of this series are not redeemable prior to Stated Maturity.] [If the Security is not an Original Issue Discount Security, insert—If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert—If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to—insert formula for determining the amount. Upon payment (1) of the amount of principal so declared due and payable, and (2) of interest on any overdue principal and overdue interest, all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] 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 not less than the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series to be affected (voting as one class). The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Outstanding Securities of all affected series (voting as one class), on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture. The Indenture permits, with certain exceptions as therein provided, the Holders of a majority in principal amount of Securities of any series then Outstanding to waive past defaults under the Indenture with respect to such series and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or [any premium or] interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and [any premium and] interest on this Security at the times, place(s) and rate, and in the coin or currency, herein prescribed, except for Section 1.15 of the Indenture (which limits interest to the maximum amount permissible by law), the provisions of which are incorporated herein by reference. [If a Global Security, insert—This Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited circumstances provided in the Indenture. The holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.] [If a Definitive Security, insert—As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in [if applicable, insert — any place where the principal of and any premium and interest on this Security are payable] [if applicable, insert—______________] [, or, subject to any laws or regulations applicable thereto and to the right of the Company (limited as provided in the Indenture) to rescind the designation of any such transfer agent, at the [main] offices of _____________________ in ____________________ and in ______________________ 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 hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.] The Securities of this series are issuable only in registered form without coupons in minimum denominations of U.S. $______________ [state other currency] and any integral multiple of _____________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Obligations of the Company under the Indenture and the Securities thereunder, including this Security, are payable only out of cash flow and assets of the Company. Each Holder of a Security by its acceptance hereof, will be deemed to have agreed in the Indenture that no director, officer, employee, or shareholder, as such, of the Company, the Trustee, or any Affiliate of any of the foregoing entities shall have any personal liability in respect of the obligations of the Company under the Indenture or such Securities by reason of his, her or its status. The Indenture contains provisions that relieve the Company from the obligation to comply with certain restrictive covenants in the Indenture and for satisfaction and discharge at any time of the entire indebtedness upon compliance by the Company with certain conditions set forth in the Indenture. This Security shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. [If a Definitive Security, insert as a separate page— FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ___________________ (Please Print or Typewrite Name and Address of Assignee) the within instrument of INVESTAR HOLDING CORPORATION, and does hereby irrevocably constitute and appoint ______________________ Attorney to transfer said instrument on the books of the within-named Company, with full power of substitution in the premises. Please Insert Social Security or Other Identifying Number of Assignee: Dated:_________________ (Signature) Signature Guarantee: (Participant in a Recognized Signature Guaranty Medallion Program) NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.]
Appears in 1 contract
Samples: Indenture (Investar Holding Corp)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Corporation (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4________, 1997 199_ (herein called the "Indenture"), between the Company Corporation and The Bank of New YorkWilmington Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ $________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, _____ (as modified, as amended (or supplemented from time to time, the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Issuer Trust] (the "Issuer Trust") among THE PMI GROUP, INC.the Corporation, as Depositor, and the Trustees named thereintherein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company Corporation may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at insert-- the following Redemption Prices (expressed as percentages of the principal amountamount hereof): If redeemed during the 12-month period beginning _____________, Redemption Year Price --------- ----------------- ---- ----- and thereafter at a Redemption Price equal to 100% on or after _________of the principal amount hereof, ____together, together in the case of any such redemption redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the date fixed for redemption,] [a Redemption DatePrice equal to 100% of the principal amount hereof, together, in the case of any such redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the date fixed for redemption.] [If applicable, insert - Upon insert--In addition, upon the occurrence and during the continuation of a --------------------- Tax Event, Capital Treatment Event or an Investment Company Event in respect of the PMI Issuer Trust, the Company Corporation may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence and during the continuation of such Tax Event or Investment Company Event, as the case may be redeem this Security, in whole but not in part, subject to the provisions terms and conditions of Article XI of the Indenture, at a redemption price equal to [describe formulationinsert formula].] . [If the Security is subject to redemption of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Corporation with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Corporation and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Corporation 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest [insert if applicable--including any Additional Interest)] on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Securities Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $________ and any integral multiple of $____________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the contrary. The Corporation and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: First Coastal Capital Trust
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4September [__], 1997 2006 (herein called the "Indenture"), between the Company and The U.S. Bank of New YorkNational Association, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ $_________ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ insert name of related Citizens Trust ,] among THE PMI GROUP, INC.CITIZENS BANKING CORPORATION, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- -- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - insert--The Company maymay at any time, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): ) together with accrued interest to but excluding the date fixed for redemption. If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- YEAR REDEMPTION PRICE and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - insert--Upon the occurrence and during the continuation of a --------------------- Tax Event or Capital Treatment Event in respect of the PMI a Citizens Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before time][before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event or Capital Treatment Event redeem this Security, in whole but not in part, subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Citizens Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities of such Citizens Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Citizens Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities of such Citizens Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be calculated by the Company and shall be equal to--insert formula for determining the amount. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] 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 (including any Additional Interest) on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture 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 Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States federal, state and local tax purposes it is intended that this Security constitute indebtedness, and the Indenture and the Security shall be interpreted to further this intention. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Appears in 1 contract
Samples: Citizens Funding Trust IV
Form of Reverse of Security. This Security Note is one of a duly authorized issue of securities of the Company Issuer (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4November [ ], 1997 2013 (herein called the "“Base Indenture"”), between as supplemented by a [ ] Supplemental Indenture dated as of [ ] (herein called the Company “[ ] Supplemental Indenture”; the Base Indenture, as supplemented by the [ ] Supplemental Indenture, the “Indenture”), each among the Issuer, WPP PLC, a public company limited by shares incorporated under the Companies (Jersey) Law 1991 (the “Parent Guarantor”), WPP JUBILEE LIMITED, a private limited company organized and The Bank existing under the laws of New YorkEngland and Wales and WPP 2005 LIMITED, a private limited company organized and existing under the laws of England and Wales (collectively, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors” which term includes any successor Guarantor under the Indenture), Wilmington Trust, National Association, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture Citibank, N.A., as the initial Security Registrar and all indentures supplemental thereto Principal Paying Agent, and Citibank, N.A., London Branch, as a Paying Agent, and reference is hereby made to the Indenture[, as supplemented by the Supplemental Indenture,] for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeIssuer, the Company Parent Guarantor, the Subsidiary Guarantors, the Trustee and Agents and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - — , limited in initial aggregate principal amount to $ U.S.$ ]. All Capitalized terms used in this Security that are herein but not defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the respective meanings assigned to them in the Indenture. The Subsidiary Guarantors and the Parent Guarantor have fully and unconditionally guaranteed, on a joint and several basis, the full and punctual payment of the principal, premium, if any, interest, Additional Amounts and any other amounts payable in respect of the Securities, when and as the same shall become due and payable by the Issuer in respect of the Securities, whether at the stated maturity thereof, by declaration of acceleration, call for redemption, call for repurchase or otherwise, in accordance with the terms of the Securities and of the Indenture. To the extent set forth in the applicable Board Resolutions or a supplemental indenture, the full and punctual payment of the principal, premium, if any, interest, Additional Amounts and any other amounts payable in respect of the Securities, when and as the same shall become due and payable by the Issuer in respect of the Securities, whether at the stated maturity thereof, by declaration of acceleration, call for redemption, call for repurchase or otherwise, in accordance with the terms of the Securities and of the Indenture may also be guaranteed by any other Guarantor that may guarantee the Securities. [if If applicable, insert - — The interest rate payable on the Securities shall be subject to adjustments from time to time if either Xxxxx’x or S&P, or in either case, a Substitute Rating Agency thereof, downgrades (or subsequently upgrades) the Trust Agreementrating assigned to the Securities, in the manner described below. If the rating of the Securities from Xxxxx’x or any Substitute Rating Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on the Securities shall increase from the interest rate payable on the Securities on the Issue Date by the percentage points set forth below opposite that rating: Xxxxx’x Rating* Percentage Points Ba1 0.25 Ba2 0.50 Ba3 0.75 B1 or below 1.00 * Including the equivalent ratings of any Substitute Rating Agency. If the rating of the Securities from S&P or any Substitute Rating Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on the Securities shall increase from the interest rate payable on the Securities on the Issue Date by the percentage points set forth below opposite that rating: S&P Rating* Percentage Points BB+ 0.25 BB 0.50 BB- 0.75 B+ or below 1.00 * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Securities has been adjusted upward and either Xxxxx’x or S&P (or, in either case, a Substitute Rating Agency thereof), as the case may be], subsequently increases its rating of the Securities to any of the ratings set forth in the tables above, the interest rate on the Securities shall be decreased such that the interest rate for the Securities equals the interest rate payable on the Securities on the Issue Date plus the applicable percentage points set forth opposite the ratings in the tables above in effect immediately following the ratings increase. [If applicableXxxxx’x or any Substitute Rating Agency thereof subsequently increases its rating of the Securities to Baa3 (or its equivalent, insert - The Company may in the case of a Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency thereof increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Securities shall be decreased to the interest rate payable on the Securities on the Issue Date. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Xxxxx’x or S&P (or, in either case, any Substitute Rating Agency thereof), shall be made independent of any and all other adjustments. In no event shall (i) the interest rate on the Securities be reduced to below the interest rate payable on the Securities on the Issue Date or (ii) the total increase in the interest rate on the Securities exceed 2.00 percentage points above the interest rate payable on the Securities on the Issue Date. No adjustments in the interest rate of the Securities shall be made solely as a result of a Rating Agency ceasing to provide a rating of the Securities. If, at any time, at less than two Rating Agencies provide a rating of the Securities for reason beyond the Issuer’s control, the Issuer shall use its optioncommercially reasonable efforts to obtain a rating of the Securities from a Substitute Rating Agency, on or ------------------ after _________, ____to the extent one exists, and subject if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Securities pursuant to the terms and conditions of Article XI table above (x) such Substitute Rating Agency shall be substituted for the last Rating Agency to provide a rating of the IndentureSecurities but which has since ceased to provide such rating, redeem this Security (y) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt shall be determined in whole at any time good faith by an independent investment banking institution of national standing appointed by the Issuer and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Xxxxx’x or in part from time to timeS&P, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if as applicable, insert --------------------- including Additional Interestin such table and (z) the interest rate on the Securities shall increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Securities on the Issue Date plus the appropriate percentage points, if any,] , set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (y) above) (plus any applicable percentage points resulting from a decreased rating by the other Rating Agency). For so long as only one Rating Agency provides a rating of the Securities, any subsequent increase or decrease in the interest rate of the Securities necessitated by a reduction or increase in the rating by such Rating Agency shall be twice the percentage points set forth in the applicable table above. For so long as no Rating Agency provides a rating of the Securities, the interest rate on the Securities shall increase to, or remain at, as the case may be, 2.00 percentage points above the interest rate payable on the Securities on the Issue Date. The interest rate on the Securities shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both Rating Agencies) if the Securities become rated A2 and A (or its equivalent, in the case of a Substitute Rating Agency) or higher by Xxxxx’x and S&P, respectively (or, in either case, any Substitute Rating Agency thereof), or one of these ratings if the Securities are only rated by one Rating Agency. Any interest rate increase or decrease described herein shall take effect from the first day of the interest period during which a rating change requires an adjustment in the interest rate. If Xxxxx’x or S&P or any Substitute Rating Agency thereof changes its rating of the Securities more than once during any particular interest period, the last change by such agency during such period shall control for purposes of any interest rate increase or decrease with respect to the Redemption DateSecurities described above relating to such Rating Agency’s action. If the interest rate payable on the Securities is increased as described above, then the term “interest,” as used in this Security, shall be deemed to include any such additional interest unless the context otherwise requires. The Issuer shall deliver to the Trustee and the Principal Paying Agent, if the Trustee shall not then be acting as Principal Paying Agent, within five calendar days after either Xxxxx’x or S&P or any Substitute Rating Agency thereof downgrades, or subsequently upgrades, the rating assigned to the Securities as described above, an Officers’ Certificate stating (i) that the rating downgrade, or subsequent upgrade, as the case may be, has occurred and (ii) the current rating or ratings upon which the interest rate payable on the Securities shall be based.] [If applicable, insert - — The Company maySecurities of this series are subject to redemption upon not less than 30 days’, nor more than 60 days’, notice, as a whole or in part, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeIssuer, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before , %, and if redeemed] during the 12-month period beginning __________of the years indicated, Year Redemption Price Year Redemption Price --------- ----------------- and thereafter at 100a Redemption Price equal to % on or after _________, ____of the principal amount, together in the case of any such redemption with accrued and unpaid interest to to, but excluding excluding, the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date shall be payable to the Holders of such Securities or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert – The Securities of this series are subject to redemption upon not less than 30 days’, nor more than 60 days’, notice by mail, [If applicable, insert - Upon (1) on in any year commencing with the occurrence year and during ending with the continuation year , and (2)] at any time [If applicable, insert — on or after ], as a whole or in part, at the election of the Issuer at 100% of the principal amount of such Securities plus a --------------------- Tax Event premium (determined by the Issuer) equal to the excess, if any, of (i) the present value of all interest and principal payments scheduled to become due after the date of such redemption in respect of the PMI Trustportion of such Securities to be redeemed (such present value to be determined by the Issuer on the basis of a discount rate equal to the yield on maturity on U.S. Treasury instruments with a maturity as close as practicable to the remaining average life of such Securities) over (ii) the principal amount of such Securities to be redeemed.] [If applicable, insert – The Issuer shall have the Company mayright, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of to redeem the occurrence of such Tax Event redeem this Security, Securities in whole but not or in part, subject at any time or from time to the provisions of Article XI of the Indenturetime prior to their Stated Maturity, at a redemption price equal to [describe formulation].] In the event greater of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name (1) 100% of the Holder hereof upon principal amount of such Securities and (2) the cancellation sum of the present values of each remaining scheduled payment of principal and interest thereon (exclusive of interest accrued and unpaid 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 the Treasury Rate (as defined in Section 301 hereof) plus [ ] basis points, plus accrued and unpaid interest on the principal amount of the Securities to, but excluding, the Redemption Date.
Appears in 1 contract
Samples: Indenture (WPP PLC)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4January , 1997 1998 (herein called the "Indenture"), between the Company and The Bank of New YorkBankers Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, ,limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ ___________ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert-- or in the Amended and Restated Trust Agreement[insert name of trust agreement], dated as of of____________ (as modified, ____, as amended (or supplemented from time to time the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Issuer Trust] [the ("Issuer Trust") among THE PMI GROUP, INC.the Company, as Depositor, and the Trustees named therein, therein and the Holders from time to time of the Trust Securities issued pursuant thereto] shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company may has the right to redeem this Security prior to the Stated Maturity at any time, at its option, the option of the Company (i) on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal and (ii) prior to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and in whole (but not in part), at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon time within 90 days following the occurrence and during the continuation of a --------------------- Tax Event or an Investment Company Event, in respect each case at a Redemption Price equal to the accrued and unpaid interest on the Securities so redeemed to the date fixed for redemption, plus 100% of the PMI Trust, principal amount thereof. [If the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, Security is subject to the provisions redemption of Article XI of the Indentureany kind, at a redemption price equal to [describe formulation].] insert--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert--The Indenture contains provisions for defeasance at any time [of the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance by the Company with certain conditions set forth in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange here for or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the outstanding Securities of this series to be immediately due and payable, the Holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee. The principal amount payable upon such acceleration shall be equal to--insert formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities of this series shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] 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 (including Additional Interest) on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture for such purpose, 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 such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $ _____________ and any integral multiple of $___________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agrees that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: Equitable Resources Capital Trust I
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities")Company, limited in aggregate principal amount to $2,000,000,000, issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4December 14, 1997 1999 (herein called the "Indenture"), between the Company and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This The Securities issued and to be issued under the Indenture consist of three Series of Notes (the 7.70% Notes due 2005, the 7.90% Notes due 2009 and the 8.30% Notes due 2029) and are hereinafter called the "Securities". [The Holder of this Security is one entitled to the benefits of the series designated on the face hereof [if applicable, insert - limited Registration Rights Agreement in aggregate principal amount accordance with its terms and conditions. The Company agrees to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended pay additional interest (the "Trust AgreementAdditional Interest"), for [PMI Capital ___ ,] among THE PMI GROUPas specified below, INC.upon the occurrence of any of the following events (each such event an "Additional Interest Event"): (i) if the Exchange Registration Statement or Shelf Registration Statement is not filed within 90 days following the Closing Date, as Depositorthen commencing on the 91st day after the Closing Date, Additional Interest shall accrue on the Securities over and above the Trustees named thereinotherwise applicable interest rate at a rate of 0.25% per annum, shall have (ii) if the meanings assigned to them in the Indenture [if applicable, insert - Exchange Registration Statement or the Trust AgreementShelf Registration Statement is filed and is not declared effective within 180 days following the Closing Date, as then commencing on the case may be]. [If applicable181st day after the Closing Date, insert - The Additional Interest shall accrue on the Securities over and above the otherwise applicable interest rate at a rate of 0.25% per annum, or (iii) if either (A) the Company may at has not exchanged Exchange Securities of any time, at its option, Series for all Securities of the same Series validly tendered in accordance with the terms of the Exchange Offer on or ------------------ prior to 45 Business Days after _________the date on which the Exchange Registration Statement was declared effective, ____, and subject or (B) the Shelf Registration Statement has been declared effective but such Shelf Registration Statement ceases to the terms and conditions of Article XI of the Indenture, redeem this Security in whole be effective at any time or in part from time (I) prior to time, without premium or penalty, at a redemption price equal to 100% the second anniversary of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional InterestClosing Date or, if any,] Rule 144(k) is amended to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.provide a
Appears in 1 contract
Samples: Delta Air Lines Inc /De/
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4October 16, 1997 2009, (herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between among the Company Company, Anheuser-Xxxxx InBev NV/SA, as Parent Guarantor, the Subsidiary Guarantors party thereto from time to time and The Bank of New YorkYork Mellon Trust Company, N.A., as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Guarantors, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - —, limited in aggregate principal amount to $ ]. All terms used in [If applicable, insert — The Securities of this Security that series are defined in the Indenture subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert - or — (1) on in any year commencing with the Amended year and Restated Trust Agreement, dated as of ___________, ____, as amended (ending with the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI year through operation of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time, without premium or penalty, series at a redemption price Redemption Price equal to 100% of the principal amount thereof plus accrued amount, and unpaid interest (2)] at any time [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, — on or after --------------------- _________, ____20], and subject to as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before , %, and if redeemed] during the 12-month period beginning __________of the years indicated, Year Redemption Price Year Redemption Price --------- ----------------- and thereafter at 100a Redemption Price equal to % on or after _________, ____of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert - Upon — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on in any year commencing with the occurrence year and during ending with the continuation of a --------------------- Tax Event in respect year through operation of the PMI Trustsinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, the Company may, and (2) at its option, any time [if applicable, insert - — on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, Year Redemption Price For Redemption Through Operation of the Sinking Fund Redemption Price For Redemption Otherwise Than Through Operation of the Sinking Fund and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any timesuch redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to , redeem any Securities of this series as contemplated by [if applicable, insert - before _________— Clause (2) of] the preceding paragraph as a part of, ------------- ____ andor in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] within 90 days [If applicable, insert — The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [if applicable, insert — not less than $ (“mandatory sinking fund”) and not more than] $ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the occurrence of such Tax Event redeem this SecurityCompany otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — , in whole but not the inverse order in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulationwhich they become due].] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert paragraph regarding subordination of the Security.] [If applicable, insert — The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] [If applicable, add – In the event that any Guarantor becomes obligated to make payments in respect of the Securities, such Guarantor will make all payments in respect of the Securities without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which:
Appears in 1 contract
Samples: AB InBev France S.A.S.
Form of Reverse of Security. This Security is one of a ---------------------------- duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior ----------- Subordinated Indenture, dated as of February 4, 1997 2001 (herein called the "Indenture"), between the Company and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the ------- Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or -or in the Amended and Restated Trust Agreement, dated as of ___________, ____2001, as amended (the "Trust Agreement"), for [PMI National Commerce Capital ___ Trust II,] among THE PMI GROUP, INC.--------------- National Commerce Financial Corporation, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or -or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company may at any time, at its option, on or ------------------ after ___________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- - including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - insert--Upon the occurrence and during the continuation of a --------------------- Tax Event or a Capital Treatment Event in respect of the PMI a Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Event or Capital Treatment Event redeem this Security, in whole but not in part, subject to the provisions of Section 11.07 and the other provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation]100% of the principal amount thereof plus accrued and unpaid interest, including Additional Interest, if any, to the Redemption Date.] In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of all series at the time Outstanding, on behalf of the Holders of all Securities of such series, 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, -As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this -------- series issued to a Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. The Holders of a majority in principal amount of the Outstanding Securities of this series may annul such declaration and waive such default. If the Holders of a majority in principal amount of the Outstanding Securities fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount of the Preferred Securities affected then outstanding shall have such right.] [If the Security is a Discount Security, -As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be equal to - insert formula for determining the amount. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.02 of the Indenture 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 Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in denominations of $ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Appears in 1 contract
Samples: National Commerce Financial Corp
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated Indenture, an Indenture dated as of February 4, 1997 [______________] (herein called the "“Indenture"”), between the Company and The Bank of New York____________________, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the TrusteeCompany, the Company Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Security is one of the series designated on the face hereof [if applicable, insert - insert—, limited in aggregate principal amount to U.S. $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - insert—The Company may Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, [if applicable, insert—(1) on in any year commencing with the year 20__ and ending with the year 20__ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any timetime [if applicable, at its option, insert—on or ------------------ after _________, ___ __, and subject to 20__], as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert—on or before__________ __, 20__, ____%, and if redeemed] during the 12-month period beginning ____________ of the years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to _____% of the principal amount, together in the case of any such redemption [if applicable, insert—(whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert—The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, (1) on _____________ in any year commencing with the year 20__ and ending with the year 20__ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert—on or after ____________ __, 20__, as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning __________________ of the years indicated, Year Redemption Year Price --------- ----------------- for Redemption Through Operation of the Sinking Fund Redemption Price for Redemption Otherwise Than Through Operation of the Sinking Fund and thereafter at 100a Redemption Price equal to ____% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or after prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert—The sinking fund for this series provides for the redemption on in each year beginning with the year 20__ and ending with the year 20__ of [if applicable,—not less than $ (“mandatory sinking fund”) and not more than] $_________, ____, together _ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable,—mandatory] sinking fund payments may be credited against subsequent [if applicable,—mandatory] sinking fund payments otherwise required to be made [if applicable,—in the inverse order in the case of any such redemption with accrued interest to but excluding the Redemption Datewhich they become due].] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, Security is subject to the provisions redemption in part of Article XI of the Indentureany kind, at a redemption price equal to [describe formulation].] insert—In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert—The Securities of this series are not redeemable prior to Stated Maturity.] [If the Security is not an Original Issue Discount Security, insert—If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert—If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to—insert formula for determining the amount. Upon payment (1) of the amount of principal so declared due and payable, and (2) of interest on any overdue principal and overdue interest, all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] 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 not less than the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series to be affected (voting as one class). The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Outstanding Securities of all affected series (voting as one class), on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture. The Indenture permits, with certain exceptions as therein provided, the Holders of a majority in principal amount of Securities of any series then Outstanding to waive past defaults under the Indenture with respect to such series and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or [any premium or] interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and [any premium and] interest on this Security at the times, place(s) and rate, and in the coin or currency, herein prescribed, except for Section 1.15 of the Indenture (which limits interest to the maximum amount permissible by law), the provisions of which are incorporated herein by reference. [If a Global Security, insert—This Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited circumstances provided in the Indenture. The holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.] [If a Definitive Security, insert—As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in [if applicable, insert — any place where the principal of and any premium and interest on this Security are payable] [if applicable, insert— _____________] [, or, subject to any laws or regulations applicable thereto and to the right of the Company (limited as provided in the Indenture) to rescind the designation of any such transfer agent, at the [main] offices of ___________________ in ______________________ and in _____________________ 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 hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.] The Securities of this series are issuable only in registered form without coupons in minimum denominations of U.S. $_______ [state other currency] and any integral multiple of [_____] in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security is subordinated in right of payment to Senior Debt, to the extent provided in the Indenture. Obligations of the Company under the Indenture and the Securities thereunder, including this Security, are payable only out of cash flow and assets of the Company. Each Holder of a Security by its acceptance hereof, will be deemed to have agreed in the Indenture that no director, officer, employee, or shareholder, as such, of the Company, the Trustee, or any Affiliate of any of the foregoing entities shall have any personal liability in respect of the obligations of the Company under the Indenture or such Securities by reason of his, her or its status. The Indenture contains provisions that relieve the Company from the obligation to comply with certain restrictive covenants in the Indenture and for satisfaction and discharge at any time of the entire indebtedness upon compliance by the Company with certain conditions set forth in the Indenture. This Security shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. [If a Definitive Security, insert as a separate page— FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto________________ (Please Print or Typewrite Name and Address of Assignee) the within instrument of INVESTAR HOLDING CORPORATION, and does hereby irrevocably constitute and appoint _____________ Attorney to transfer said instrument on the books of the within-named Company, with full power of substitution in the premises. Please Insert Social Security or Other Identifying Number of Assignee: Dated:_________________ (Signature) Signature Guarantee: (Participant in a Recognized Signature Guaranty Medallion Program) NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.]
Appears in 1 contract
Samples: Indenture (Investar Holding Corp)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4December [__], 1997 1996 (herein called the "Indenture"), between the Company and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or -or in the Amended and Restated Trust Agreement, dated as of __________ __, ____1996, as amended (the "Trust Agreement"), for [PMI MBNA Capital ___ ,] among THE PMI GROUP, INC.MBNA Corporation, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or -or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including -including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon -Upon the occurrence and during the continuation of a --------------------- Tax Event or a Capital Treatment Event in respect of the PMI a Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Event or Capital Treatment Event redeem this Security, in whole but not in part, subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name 100% of the Holder hereof upon principal amount thereof plus accrued and unpaid interest, including Additional Interest, if any, to the cancellation hereofRedemption Date.]
Appears in 1 contract
Samples: Mbna Capital V
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4____________, 1997 2002 (herein called the "Indenture"), between the Company and The Bank of New York________________, as Trustee (herein called the "Trustee", ," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ [$]____]. All By the terms used in this Security that are defined in of the Indenture Indenture, additional Securities [if applicable, insert - insert: of this series and] of other separate series, which may vary as to date, amount, Stated Maturity, interest rate or method of calculating the interest rate and in other respects as therein provided, may be issued in an unlimited principal amount. [If applicable, insert: [The Securities of this series are/This Security is] subject to redemption prior to the Stated Maturity hereof upon not less than 30 days' notice by mail to the Person[s] in whose name[s] [the Securities to be redeemed are/this Security is] registered at the address specified in the Amended and Restated Trust AgreementSecurity Register, dated as of [if applicable, insert: (1) on ___________, _ in any year commencing with the year ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositorand ending with the year _______ through operation of the sinking fund for this series at a 15 Redemption Price equal to 100% of the principal amount, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may (2)] at any time, at its option, time [on or ------------------ after _________], ____as a whole or in part, and subject to at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before _____, ___%, and if redeemed] during the 12-month period beginning _________ of the year indicated, YEAR REDEMPTION PRICE YEAR REDEMPTION PRICE ---- ---------------- ---- ---------------- and thereafter at a Redemption Price equal to ___% of the principal amount, [if applicable, insert: , together in the case of any such redemption [if there is a sinking fund, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Year Price --------- ----------------- Date, provided, however, that installments of interest whose Stated Maturity is on or prior to such Redemption Date will be payable to the [Holders of such Securities/Holder of this Security] (or one or more Predecessor Securities) of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture]. [If there is no sinking fund, insert -- [The Securities of this series are/This Security is] not subject to any sinking fund.] [If applicable, insert -- [The Securities of this series are/This Security is] subject to redemption prior to the Stated Maturity hereof upon not less than 30 days' notice by mail to the Person[s] in whose name[s] [the Securities to be redeemed are/this Security is] registered at the address specified in the Security Register, (1) on _______ in any year commencing with the year ___ and ending with the year ___ through operation of the sinking fund for this series at 100% the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [on or after _________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below. If redeemed during the 12-month period beginning _______ of the years indicated, REDEMPTION PRICE FOR REDEMPTION THROUGH REDEMPTION PRICE FOR REDEMPTION OTHERWISE YEAR OPERATION OF THE SINKING FUND THAN THROUGH OPERATION OF THE SINKING FUND ---- ----------------------------- ------------------------------------------ and thereafter at a Redemption Price equal to ____% of the principal amount, [if applicable, insert -- , together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to but excluding the Redemption Date, provided, however, that installments of interest whose Stated Maturity is on or prior to such Redemption Date will be payable to the [Holders of such Securities/Holder of such Security] (or one or more Predecessor Securities) of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture].] [If applicable, insert - Upon Notwithstanding the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trustforegoing, the Company maymay not, at its optionprior to _______, redeem any Securities of this series as contemplated by [if applicableClause (2) of] the preceding paragraph as a part of, insert - at or in anticipation of, any timerefunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than ___% per annum.] [if applicable, insert - before The sinking fund for this series provides for the redemption on ______ in each year beginning with the year _____ and ending with the year _____ of [not less than] [$]_________, ------------- _ [("mandatory sinking fund") and not more than [$]____ and__] within 90 days aggregate principal amount of Securities of this series. [Securities of this series acquired or redeemed by the occurrence of such Tax Event redeem this Security, Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made -- in whole but not the inverse order in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to which they become due.]] [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor of an authorized denomination for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If the Security is not an Original Issue Discount Security, -- If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may (subject to the conditions set forth in the Indenture) be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, -- If an Event of Default with respect to Securities of this series shall occur and be continuing, a lesser amount than the principal amount due at the Stated Maturity of the Securities of this series may (subject to the conditions set forth in the Indenture) be declared due and payable in the manner and with the effect provided in the Indenture. The amount due and payable on this Security in the event that this Security is declared due and payable prior to the Stated Maturity hereof shall be -- insert formula for determining the amount -- or in the event that this Security is redeemed shall be the specified percentage of -- insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] 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 not less than a majority in aggregate principal amount of the Securities at the time Outstanding of each series to be affected and, for certain purposes, without the consent of the Holders of any Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is an Original Issue Discount Security, -- In determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver under the Indenture or whether a quorum is present at a meeting of Holders of Securities, the principal amount of any Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon the acceleration of the Maturity thereof.] 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor of authorized denomination and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of [$1,000] and any amount in excess thereof which is an integral multiple of [$1,000]. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered in the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary. The Securities shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4April 19, 1997 2005 (herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between among the Company Company, the Subsidiary Guarantors named therein and The Bank of New YorkX.X. Xxxxxx Trust Company, National Association, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Subsidiary Guarantors, the Trustee, the Company holders of Senior Debt and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - — , limited in aggregate principal amount to $ __________]. All terms used in [If applicable, insert — The Securities of this Security that series are defined in the Indenture subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert - — (1) on ___________ in any year commencing with the year ______ and ending with the year ______ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert — on or after __________, 20__], as a whole or in part, at the Amended and Restated Trust Agreementelection of the Company, dated at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before _______________, ___%, and if redeemed] during the 12-month period beginning _, as amended (the "Trust Agreement"), for [PMI Capital ____________ ,] among THE PMI GROUPof the years indicated, INC.Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to _____% of the principal amount, as Depositor, and the Trustees named therein, shall have the meanings assigned to them together in the Indenture case of any such redemption [if applicable, insert - — (whether through operation of the sinking fund or otherwise)] with accrued interest to the Trust AgreementRedemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the case may be]. Indenture.] [If applicable, insert - — The Company may Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on ____________ in any year commencing with the year ____ and ending with the year ____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any timetime [if applicable, at its option, insert — on or ------------------ after _________, ____], and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in as a whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to timepart, at the following election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount): ) set forth in the table below: If redeemed during the 12-month period beginning ____________ of the years indicated, Year Redemption Year Price --------- ----------------- For Redemption Through Operation of the Sinking Fund Redemption Price For Redemption Otherwise Than Through Operation of the Sinking Fund and thereafter at 100a Redemption Price equal to _____% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or after prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to _____________, redeem any Securities of this series as contemplated by [if applicable, insert — clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date_% per annum.] [If applicable, insert - Upon — The sinking fund for this series provides for the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before redemption on _________, ------------- ___ in each year beginning with the year _______ andand ending with the year ______ of [if applicable, insert — not less than $ _________ (“mandatory sinking fund”) and not more than] within 90 days $ ________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the occurrence of such Tax Event redeem this SecurityCompany otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — , in whole but not the inverse order in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulationwhich they become due].] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If the Security is subject to conversion, insert — Subject to the provisions of the Indenture, each Holder has the right to convert the principal amount of this Security into fully paid and nonassessable shares of Common Stock of the Company at the initial conversion price per share of Common Stock of $_____ (or $_____ in principal amount of Securities for each such share of Common Stock), or at the adjusted conversion price then in effect, if adjustment has been made as provided in the Indenture, upon surrender of the Security to the Conversion Agent, together with a fully executed notice in substantially the form attached hereto and, if required by the Indenture, an amount equal to accrued interest payable on this Security.] The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt of the Company, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, 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. [If applicable, insert — As provided in the Indenture and subject to certain limitations therein set forth, the obligations of the Company under this Security are guaranteed on a senior subordinated basis pursuant to the Subsidiary Guarantees endorsed hereon. The Indenture provides that a Subsidiary Guarantor shall be released from its Subsidiary Guarantee upon compliance with certain conditions.] [If applicable, insert — The Indenture contains provisions for Defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 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 any premium and interest on this Security 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 Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $ ______ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Appears in 1 contract
Samples: Indenture (Whiting Petroleum Corp)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4___________________, 1997 20___ (herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between among the Company Company, the Subsidiary Guarantors named therein and The Bank of New York[TRUSTEE’S NAME], as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Subsidiary Guarantors, the Trustee, the Company holders of Senior Debt and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - — , limited in aggregate principal amount to $ $___________]. All terms used in [If applicable, insert — The Securities of this Security that series are defined in the Indenture subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, [if applicable, insert - — (1) on ___________________ in any year commencing with the year ___ and ending with the year ___ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert — on or after ___________________, 20___], as a whole or in part, at the Amended and Restated Trust Agreementelection of the Company, dated at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before ___________________, ___%, and if redeemed] during the 12-month period beginning _, as amended (the "Trust Agreement"), for [PMI Capital __________________ ,] among THE PMI GROUPof the years indicated, INC.Redemption Redemption Year Price Year Price and thereafter at a Redemption Price equal to ___% of the principal amount, as Depositor, and the Trustees named therein, shall have the meanings assigned to them together in the Indenture case of any such redemption [if applicable, insert - — (whether through operation of the sinking fund or otherwise)] with accrued interest to the Trust AgreementRedemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the case may be]. Indenture.] [If applicable, insert - — The Company may Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, (1) on ___________________ in any year commencing with the year ___ and ending with the year ___ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any timetime [if applicable, at its option, insert — on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- __________], ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in as a whole at any time or in part from time to timepart, at the following election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount): ) set forth in the table below: If redeemed during the 12-month period beginning ___________________ of the years indicated, Redemption Price for Redemption Redemption Price For Redemption Through Operation of the Sinking Otherwise Than Through Operation Year Fund of the Sinking Fund and thereafter at a Redemption Price --------- ----------------- and at 100equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or after prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to ___________________, redeem any Securities of this series as contemplated by [if applicable, insert — clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date% per annum.] [If applicable, insert - Upon — The sinking fund for this series provides for the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before redemption on _________, ------------- __________ andin each year beginning with the year ________ and ending with the year _______ of [if applicable, insert — not less than $_____________ (“mandatory sinking fund”) and not more than] within 90 days $____________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the occurrence of such Tax Event redeem this SecurityCompany otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert —, in whole but not the inverse order in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulationwhich they become due].] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If the Security is subject to conversion, insert — Subject to the provisions of the Indenture, the Holder has the right to convert the principal amount of this Security into fully paid and nonassessable shares of Common Stock of the Company at the initial conversion price per share of Common Stock of $___________ (or $___________ in principal amount of Securities for each such share of Common Stock), or at the adjusted conversion price then in effect, if adjustment has been made as provided in the Indenture, upon surrender of the Security to the Conversion Agent, together with a fully executed notice in substantially the form attached hereto and, if required by the Indenture, an amount equal to accrued interest payable on this Security.] The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt of the Company, and this Security is issued subject to the provisions of the Indenture with respect
Appears in 1 contract
Samples: Seamap, Inc.
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Corporation (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4, 1997 ___ __,___ (herein called the "Indenture"), between the Company Corporation and The Bank of New YorkYork , as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ $______]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, ____199_ (as modified, as amended (or supplemented from time to time, the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Issuer Trust] (the "Issuer Trust") among THE PMI GROUP, INC.the Corporation, as Depositor, and the Trustees named thereintherein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company Corporation may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at insert-- the following Redemption Prices (expressed as percentages of the principal amountamount hereof): If redeemed during the 12-month period beginning _____________, Redemption Year Price --------- ----------------- ---- ----------- and thereafter at a Redemption Price equal to 100% on or after _________of the principal amount hereof, ____together, together in the case of any such redemption redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the date fixed for redemption,] [a Redemption DatePrice equal to 100% of the principal amount hereof, together, in the case of any such redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the date fixed for redemption.] [If applicable, insert - Upon insert--In addition, upon the occurrence and during the continuation of a --------------------- Tax Event or an Investment Company Event in respect of the PMI Issuer Trust, the Company Corporation may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence and during the continuation of such Tax Event or Investment Company Event, as the case may be redeem this Security, in whole but not in part, subject to the provisions terms and conditions of Article XI of the Indenture, at a redemption price equal to [describe formulationinsert formula].] . [If the Security is subject to redemption of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Corporation with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Corporation and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Corporation 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest [insert if applicable--including any Additional Interest)] on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Securities Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $________ and any integral multiple of $____________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the contrary. The Corporation and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: CSC Capital Iii
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Corporation (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4, 1997 1999 (herein called the "Indenture"), between the Company Corporation and The Bank of New York, THE CHASE MANHATTAN BANK as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, ____199_ (as modified, as amended (or supplemented from time to time, the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Issuer Trust] (the "Issuer Trust") among THE PMI GROUP, INC.the Corporation, as Depositor, and the Trustees named therein, therein and the Holders from time to time of the Trust Securities issued pursuant thereto,] shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company Corporation may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at insert-- the following Redemption Prices (expressed as percentages of the principal amountamount hereof): If redeemed during the 12-month period beginning _____________, Redemption Year Price --------- ----------------- ---- ---------- and thereafter at a Redemption Price equal to 100% on or after _________of the principal amount hereof, ____together, together in the case of any such redemption redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the date fixed for redemption,] [a Redemption DatePrice equal to 100% of the principal amount hereof, together, in the case of any such redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the date fixed for redemption.] [If applicable, insert - Upon insert--In addition, upon the occurrence and during the continuation of a --------------------- Tax Event or an Investment Company Event in respect of the PMI Issuer Trust, the Company Corporation may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence and during the continuation of such Tax Event or Investment Company Event, as the case may be redeem this Security, in whole but not in part, subject to the provisions terms and conditions of Article XI of the Indenture, at a redemption price equal to [describe formulationinsert formula].] . [If the Security is subject to redemption of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert - The Securities of this series are not redeemable prior to Stated Maturity.] [The Indenture contains provisions for satisfaction and discharge of [the entire indebtedness of] [or] [certain restrictive covenants and Events of Default with respect to] this Security [, in each case] this Security upon compliance by the Corporation with certain conditions set forth in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Corporation and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Corporation 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 33% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided, however, that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 33% in aggregate Liquidation Amount of the Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided, however, that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of and any premium and interest [insert if applicable--including any Additional Interest)] on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Securities Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $ and any integral multiple of $____________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the contrary. The Corporation and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
Appears in 1 contract
Samples: Everest Re Group LTD
Form of Reverse of Security. This Security is one of a duly authorized issue of senior securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4_____________ [ ], 1997 200__ (herein called the "Indenture"), between the Company Company, the Guarantor and The Bank of New York[ ], as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement statement, of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Guarantor, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ $_____________________]. All terms used in this Security that are defined in This security is the Indenture general, unsecured, senior obligation of the Company [if applicable, insert - insert--and is guaranteed pursuant to a guarantee (the "Guarantee") by Weatherford International Ltd., a Bermuda company (the "Guarantor"). Xxx Xxxxxxxee is the general, unsecured, senior obligation of the Guarantor.] [If applicable, insert--The Securities of this series are subject to redemption upon not less than ___ days' notice by mail, [if applicable, insert, --(1) on _________________________ in any year commencing with the year _______ and ending with the year _______ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2) ] at any time [on or in the Amended and Restated Trust Agreement, dated as of after ___________________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after 20_________], ____as a whole or in part, and subject to at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before _______________ ______________, __________%, and if redeemed] during the 12-month period beginning _______________ of the years indicated, YEAR REDEMPTION PRICE YEAR REDEMPTION PRICE and thereafter at a Redemption Year Price --------- ----------------- equal to __________% of the principal amount, together in the case of any such redemption [if applicable, insert--(whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert--The Securities of this series are subject to redemption upon not less than ___ nor more than ___ days' notice by mail, (1) on __________ in any year commencing with the year _________ and ending with the year _______ through operation of the sinking fund for this series at 100% the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at anytime [on or after _________, ___________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning . _________________________ of the years indicated, REDEMPTION PRICE FOR REDEMPTION PRICE FOR REDEMPTION OTHERWISE THAN REDEMPTION THROUGH THROUGH OPERATION OF THE YEAR OPERATION OF THE SINKING FUND SINKING FUND and thereafter at a Redemption Price equal to ________% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert - Upon insert--Notwithstanding the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trustforegoing, the Company maymay not, at its option, [if applicable, insert - at any time] [if applicable, insert - before prior to ___________________, ------------- redeem any Securities of this series as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than _______% per annum.] [If applicable, insert--The sinking fund for this series provides for the redemption on _______________________ andin each year beginning with the year _______ and ending with the year _______ of [not less than] within 90 days $______________ _________ [ ("mandatory sinking fund") and not more than $___________________] aggregate principal amount of Securities of this series. [Securities of this series acquired or redeemed by the occurrence of such Tax Event redeem this SecurityCompany otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made [If applicable, insert-- in whole but not the inverse order in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulationwhich they become due].] [If the Securities are subject to redemption in part of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert--The Securities of this series are not redeemable prior to Stated Maturity.] [If the Security is not an Original Issue Discount Security,--If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security,--If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to --insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company [If applicable, insert--and the Guarantor] and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company [If applicable, insert--and the Guarantor] and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company [If applicable, insert--and the Guarantor] 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. 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(s) and rate, and in the coin or currency, herein prescribed. [If a Global Security, insert--This Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited circumstances provided in the Indenture. The holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.] [If a Definitive Security, insert--As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in [if applicable, insert--any place where the principal of and any premium and interest on this Security are payable] [if applicable, insert--The City of New York [, or, subject to any laws or regulations applicable thereto and to the right of the Company (limited as provided in the Indenture) to rescind the designation of any such transfer agent, at the [main] offices of _______________ in ________________ 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 hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.] The Securities of this series are issuable only in registered form without coupons in denominations of U.S. $________________ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, [If applicable, insert--the Guarantor,] the Trustee and any agent of the Company [If applicable, insert--, the Guarantor] or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, [If applicable, insert--the Guarantor,] the Trustee nor any such agent shall be affected by notice to the contrary. No recourse under or upon any obligation, covenant or agreement of or contained in the Indenture or of or contained in any Security, [If applicable, insert--, or the Guarantee endorsed thereon,] or for any claim based thereon or otherwise in respect thereof, or in any Security [If applicable, insert--or in the Guarantee], or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, shareholder, member, officer, manager or director, as such, past, present or future, of the Company [If applicable, insert--or the Guarantor] or of any successor Person, either directly or through the Company [If applicable, insert--or the Guarantor] or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment, penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released by the acceptance hereof and as a condition of, and as part of the consideration for, the Securities and the execution of the Indenture. The Indenture provides that the Company [If applicable, insert--and the Guarantor] (a) will be discharged from any and all obligations in respect of the Securities (except for certain obligations described in the Indenture), or (b) need not comply with certain restrictive covenants of the Indenture, in each case if the Company [If applicable, insert--or the Guarantor] deposits, in trust, with the Trustee money or U.S. Government Obligations (or a combination thereof) which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of and interest on the Securities, but such money need not be segregated from other funds except to the extent required by law. Except as otherwise defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. [If a Definitive Security, insert as a separate page-- FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto --------------------------------------------------------------- (Please Print or Typewrite Name and Address of Assignee) the within instrument of WEATHERFORD INTERNATIONAL, INC. and does hereby irrevocably constitutx xxx xxxxxnt ___________________ Attorney to transfer said instrument on the books of the within-named Company, with full power of substitution in the premises. Please Insert Social Security or Other Identifying Number of Assignee: ----------------------------------- ------------------------------------ Dated: ---------------------------- ------------------------------------ (Signature) NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.] [If a Security to which Article Fourteen has been made applicable, insert the following Form of Notation on such Security relating to the Guarantee-- The Guarantor (which term includes any successor Person in such capacity under the Indenture), has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, the due and punctual payment of the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under the Indenture and the Securities by the Company. The obligations of the Guarantor to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Fourteen of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. Guarantor: WEATHERFORD INTERNATIONAL LTD. Xx: ------------------------------------ ] ------------------------------------
Appears in 1 contract
Samples: Weatherford International Inc /New/
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4________ __, 1997 20__ (herein called the "Indenture"), between the Company and The Bank of New York, as Trustee trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ [$]_____________]. All By the terms used in this Security that are defined in of the Indenture Indenture, additional Securities [if applicable, insert - -- of this series and] of other separate series, which may vary as to date, amount, Stated Maturity, interest rate or method of calculating the interest rate and in other respects as therein provided, may be issued in an unlimited principal amount. The Indebtedness evidenced by the Securities is, to the extent and in the manner provided in the Indenture referred to above, subordinate and subject in right of payment to the prior payment in full of the principal of (and premium, if any), and interest on all Senior Indebtedness of the Company, as defined in the Indenture, and each Holder of this Security, by accepting the same, agrees to and shall be bound by the provisions of the Indenture and authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination of this Security as provided in the Indenture and appoints the Trustee his or her attorney-in-fact for any and all such purposes. The indebtedness evidenced by this Security is issued subject to the provisions of the Indenture regarding payments to creditors in respect of General Obligations (as defined in the Indenture). In particular, the Indenture provides that if upon the occurrence of certain events of bankruptcy or insolvency relating to the Company, there remains, after giving effect to the subordination provisions referred to in the preceding paragraph, any amount of cash, property or securities available for payment or distribution in respect of Securities (as defined in the Indenture, "Excess Proceeds"), and if, at such time, any creditors in respect of General Obligations have not received payment in full of all amounts due or to become due on or in respect of such General Obligations, then such Excess Proceeds shall first be applied to pay or provide for the Amended payment in full of such General Obligations before any payment or distribution may be made in respect of Securities. This paragraph shall immediately and Restated Trust Agreementautomatically terminate, dated be null and void ab initio and have no further effect upon the occurrence of a Termination Event (as defined in the Indenture). [If applicable, insert -- [The Securities of this series are/This Security is] subject to redemption prior to the Stated Maturity hereof upon not less than 30 days' notice by mail to the Person[s] in whose name[s] [the Securities to be redeemed are/this Security is] registered at the address specified in the Security Register, [if applicable, insert -- (1) on ____________________ in any year commencing with the year ________ and ending with the year __________ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [on or after ____________________], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before ____________________, ____%, as amended (and if redeemed] during the "Trust Agreement"), for [PMI Capital 12-month period beginning ____________________ ,] among THE PMI GROUPof the years indicated, INC., as Depositor, YEAR REDEMPTION PRICE YEAR REDEMPTION PRICE ---- ---------------- ---- ---------------- and thereafter at a Redemption Price equal to ____% of the Trustees named therein, shall have the meanings assigned to them in the Indenture principal amount [if applicable, insert - or the Trust Agreement-- , as together in the case may beof any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, provided, however, that installments of interest whose Stated Maturity is on or prior to such Redemption Date will be payable to the [Holders of such Securities/Holder of this Security] (or one or more Predecessor Securities) of record at the close of business on the relevant Regular Record Dates or Special Record Dates referred to on the face hereof, all as provided in the Indenture]. [If there is no sinking fund, insert -- [The Securities of this series are/This Security is] not subject to any sinking fund.]] [If applicable, insert - -- [The Company may Securities of this series are/This Security is] subject to redemption prior to the Stated Maturity hereof upon not less than 30 days' notice by mail to the Person[s] in whose name[s] [the Securities to be redeemed are/this Security is] registered at the address specified in the Security Register, (1) on ____________________ in any year commencing with the year __________ and ending with the year __________ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time, at its option, time [on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____], and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in as a whole at any time or in part from time to timepart, at the following election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount): ) set forth in the table below. If redeemed during the 12-month period beginning ____________________ of the years indicated, REDEMPTION PRICE FOR REDEMPTION PRICE REDEMPTION FOR REDEMPTION OTHERWISE THAN THROUGH OPERATION THROUGH OPERATION OF YEAR OF THE SINKING FUND THE SINKING FUND ---- ------------------- ---------------- and thereafter at a Redemption Year Price --------- ----------------- and at 100equal to ____% of the principal amount [if applicable, insert -- , together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or after prior to such Redemption Date will be payable to the [Holders of such Securities/Holder of this Security] (or one or more Predecessor Securities) of record at the close of business on the relevant Regular Record Dates or Special Record Dates referred to on the face hereof, all as provided in the Indenture].] [Notwithstanding the foregoing, the Company may not, prior to ____________________, redeem any Securities of this series as contemplated by [clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date% per annum.] [If applicable, insert - Upon The sinking fund for this series provides for the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before redemption on _________, ------------- ___________ andin each year beginning with the year _________ and ending with the year _________ of [not less than] within 90 days [$]_________ [("mandatory sinking fund") and not more than [$]_________] aggregate principal amount of Securities of this series. [Securities of this series acquired or redeemed by the occurrence of such Tax Event redeem this Security, Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made in whole but not the inverse order in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to which they become due.]] [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor of an authorized denomination for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If the Security is not an Original Issue Discount Security, -- If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may (subject to the conditions set forth in the Indenture) be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, -- If an Event of Default with respect to Securities of this series shall occur and be continuing, a lesser amount than the principal amount due at the Stated Maturity of the Securities of this series may (subject to the conditions set forth in the Indenture) be declared due and payable in the manner and with the effect provided in the Indenture. The amount due and payable on this Security in the event that this Security is declared due and payable prior to the Stated Maturity hereof shall be -- insert formula for determining the amount -- or in the event that this Security is redeemed shall be the specified percentage of -- insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] 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 not less than a majority in aggregate principal amount of the Securities at the time Outstanding of each series to be affected and, for certain purposes, without the consent of the Holders of any Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is an Original Issue Discount Security, -- In determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver under the Indenture or whether a quorum is present at a meeting of Holders of Securities, the principal amount of any Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon the acceleration of the Maturity thereof.] Subject to the rights of holders of Senior Indebtedness of the Company set forth in this Security and as provided in the Indenture referred to above, 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of [$1,000] and any amount in excess thereof which is an integral multiple of [$1,000]. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered in the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Appears in 1 contract
Samples: Chittenden Corp /Vt/
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Corporation (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4, 1997 1999 (herein called the "Indenture"), between the Company Corporation and The Bank of New York, THE CHASE MANHATTAN BANK as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, ____199_ (as modified, as amended (or supplemented from time to time, the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Issuer Trust] (the "Issuer Trust") among THE PMI GROUP, INC.the Corporation, as Depositor, and the Trustees named therein, therein and the Holders from time to time of the Trust Securities issued pursuant thereto,] shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company Corporation may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at insert-- the following Redemption Prices (expressed as percentages of the principal amountamount hereof): If redeemed during the 12-month period beginning _____________, Redemption Year Price --------- ----------------- ---- ---------- and thereafter at a Redemption Price equal to 100% on or after _________of the principal amount hereof, ____together, together in the case of any such redemption redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the date fixed for redemption,] [a Redemption DatePrice equal to 100% of the principal amount hereof, together, in the case of any such redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the date fixed for redemption.] [If applicable, insert - Upon insert--In addition, upon the occurrence and during the continuation of a --------------------- Tax Event or an Investment Company Event in respect of the PMI Issuer Trust, the Company Corporation may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence and during the continuation of such Tax Event or Investment Company Event, as the case may be redeem this Security, in whole but not in part, subject to the provisions terms and conditions of Article XI of the Indenture, at a redemption price equal to [describe formulationinsert formula].] . [If the Security is subject to redemption of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert - The Securities of this series are not redeemable prior to Stated Maturity.] [The Indenture contains provisions for satisfaction and discharge of [the entire indebtedness of] [or] [certain restrictive covenants and Events of Default with respect to] this Security [, in each case] this Security upon compliance by the Corporation with certain conditions set forth in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Corporation and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Corporation 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 33% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided, however, that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 33% in aggregate Liquidation Amount of the Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided, however, that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of and any premium and interest [insert if applicable--including any Additional Interest)] on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Securities Registrar duly executed by, the Holder hereof or such Xxxxxx's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $ and any integral multiple of $____________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the contrary. The Corporation and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
Appears in 1 contract
Samples: Everest Re Capital Trust
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Corporation (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4November 14, 1997 2002 (herein called the "Indenture"), between the Company Corporation and The Bank of New YorkJPMORGAN CHASE BANK, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ $__________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, ___________, 200_ (as modified, amended (or supplemented from time to time, the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Issuer Trust] (the "Issuer Trust") among THE PMI GROUP, INC.the Corporation, as Depositor, and the Trustees named therein, therein and the Holders from time to time of the Trust Securities issued pursuant thereto,] shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company Corporation may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at insert-- the following Redemption Prices (expressed as percentages of the principal amountamount hereof): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.,
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4____________, 1997 1996 (herein called the "Indenture"), between the Company and The Bank of New YorkBankers Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ $__________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, _______, as amended (the "Trust Agreement"), for [PMI BankAmerica Capital ___ __________,] among THE PMI GROUP, INC.BANKAMERICA CORPORATION, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company may at any time, at its option, on or ------------------ after _________, _____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- insert--including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - insert-The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12I 2-month period beginning _beginning_________, Redemption Year Price --------- ----------------- ---- ----- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - insert--Upon the occurrence and during the continuation of a --------------------- Tax Event or Capital Treatment Event in respect of the PMI a BankAmerica Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before time][before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event or Capital Treatment Event redeem this Security, in whole but not in part, subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security,--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a BankAmerica Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities of such BankAmerica Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security,--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a BankAmerica Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities of such BankAmerica Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be calculated by the Company and shall be equal to--insert formula for determining the amount. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture 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 Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in minimum denominations of $[25] and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, EXCEPT THAT THE RIGHTS, DUTIES AND OBLIGATIONS OF THE TRUSTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: Indenture (Bankamerica Corp/De/)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4June 6, 1997 (herein called the "Indenture"), between the Company and The Bank of New YorkBankers Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ ____________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert-- or in the Amended and Restated Trust Agreement[insert name of trust agreement], dated as of ____________ (as modified, ____, as amended (or supplemented from time to time the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Issuer Trust] [the ("Issuer Trust") among THE PMI GROUP, INC.the Company, as Depositor, and the Trustees named therein, therein and the Holders from time to time of the Trust Securities issued pursuant thereto] shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company may at any time, at its option, has the right to redeem this Security (i) on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty(ii) in whole (but not in part), at any time within 90 days following the occurrence and during the continuation of a redemption price equal Tax Event, Investment Company Event, or Capital Treatment Event, in each case at a Redemption Price described below, and subject to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] possible regulatory approval. [If applicable, insert - The Company may, at its option, insert--In the case of a redemption on or after --------------------- __________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at Redemption Price shall equal the following Redemption Prices (prices, expressed as in percentages of the principal amount): If amount hereof, together with accrued interest to but excluding the date fixed for redemption, if redeemed during the 12-month period beginning __________, : Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.---- ----------
Appears in 1 contract
Samples: First Empire State Corp
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), ) issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4________________, 1997 200_ (herein called the "Indenture"), between the Company (which term includes any successor corporation under the Indenture) and The Bank of New York____________________, as Trustee (herein called the "Trustee", ," which term includes any successor trustee under the IndentureIndenture with respect to the series of which this Security is a part), to which the 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 TrusteeCompany, the Company Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ ]. All terms used in Subject to and upon compliance with the provisions of the Indenture, the Holder of this Security that are defined in is entitled, at the Indenture [if applicableHolder's option, insert - at any time on or in before the Amended and Restated Trust Agreement, dated as close of business on _____________________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, or, in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Business Day which is 10 days prior to the Redemption Date, to convert this Security (or any portion of the principal amount hereof that is $1,000 or an integral multiple thereof), at the principal amount hereof, or any such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Shares of the Company at a conversion price equal to $____________ aggregate principal amount of Securities for each Common Share (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture), and subject by surrender of this Security, duly endorsed or assigned to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time Company or in part from time to timeblank, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on office or after --------------------- agency in ___________________, accompanied by written notice to the Company that the Holder hereof elects to convert this Security or, if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), accompanied by payment in New York Clearing House or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on the Common Shares issued on conversion. No fractional shares or scrip representing fractional shares will be issued on conversion. Instead of a fractional interest, the Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the transfer of substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger or transfer by a holder of the number of Common Shares into which this Security might have been converted immediately prior to such consolidation, merger or transfer (assuming such holder of Common Shares failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of nonelecting shares). [If applicable: The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all indebtedness and obligations of the Company as are defined in the Indenture as "Senior Indebtedness," and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, agrees to and shall be bound by such provisions. Each Holder of this Security, by accepting the same, agrees that each holder of Senior Indebtedness, whether created or acquired before or after the issuance of this Security, shall be deemed conclusively to have relied on such subordination provisions in acquiring, or in continuing to hold, such Senior Indebtedness.] [If applicable: The Securities of this series are subject to redemption upon not less than 30 days' notice by mail, [if applicable: (1) on ____, ______ in any year commencing with the year __________ and subject ending with the year ___________ at a Redemption Price equal to the terms and conditions of Article XI ____% of the Indenture, redeem this Security in whole principal amount and (2)] at any time [on or after 200 ], as a whole or in part from time to timepart, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before ________________, ___________%, and if redeemed] during the 12-month period beginning _______________ of the years indicated, Year Redemption Price Year Redemption Price -------------- ------------------ ------ ------------------- and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable: The Securities of this series are subject to redemption upon not less than 30 days' notice by mail, (1) on __________ in any year commencing with the year __________ and ending with the year __________ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below and (2) at any time [on or after__________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Through Redemption Price for Redemption Otherwise Year Operation of the Sinking Fund Than Through Operation of the Sinking Fund --------- -------------------------------------------- ------------------------------------------------ and thereafter at a Redemption Price --------- ----------------- and at 100equal to ____% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or after prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture.] [Notwithstanding the foregoing, the Company may not, prior to __________, redeem any Securities of this series as contemplated by [clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date% per annum.] [If applicable, insert - Upon The sinking fund for this series provides for the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before redemption on _________, ------------- _ in each year beginning with the year __________ andand ending with the year __________ of [not less than] within 90 days $__________ [("mandatory sinking fund")] and not more than $__________ aggregate principal amount of the occurrence Securities of such Tax Event redeem this Security, in whole but not in part, subject series. [Securities of this series converted pursuant to the provisions of Article XI of Indenture or acquired or redeemed by the Indenture, at a redemption price equal Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made in the [describe formulationorder] order in which they become due.].] [In the event of redemption or conversion of this Security in part only, a new Security or Securities of this series for the unredeemed or unconverted portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable: The Securities of this series are subject to the covenant defeasance provisions set forth in Article Four of the Indenture.]
Appears in 1 contract
Samples: Robbins & Myers Inc
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4____________, 1997 as supplemented by an Officers' Certificate dated as of ____________ (herein called the "Indenture"), between the Company and The Bank of New YorkWilmington Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee Successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof hereof, [if applicable, insert - limited in aggregate principal amount to $ $_____________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or insert--and in the Amended and Restated Declaration of Trust Agreementof [insert the applicable Highlands Capital Trust], dated as of [____________,] as amended (the "Amended and Restated Declaration of Trust"), among Highlands Bankshares, Inc., as Depositor, and the Trustees named therein,] shall have the meanings assigned to them in the Indenture or, to the extent not defined in the Indenture, the Amended and Restated Declaration of Trust, as the case may be. [If applicable, insert--The Company has the right to redeem this Security (i) on or after _____________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty(ii) in whole (but not in part), at any time within 90 days following the occurrence and during the continuation of a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicableTax Event, insert --------------------- including Additional Interestan Investment Company Event or a Capital Treatment Event, if any,] to in each case at the Redemption DatePrice described below, and subject to possible regulatory approval.] [If applicable, insert - The Company may, at its option, insert--In the case of a redemption on or after --------------------- ____________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at Redemption Price shall equal the following Redemption Prices (prices, expressed as in percentages of the principal amount): If amount hereof, together with accrued interest to but excluding the date fixed for redemption, if redeemed during the 12-month period beginning __________, _____: Year Redemption Year Price --------- ----------------- ---- ---------------- and at 100% on or after _________, ____, together in 20__ In the case of any such a redemption with accrued interest prior to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before __________, ------------- 20__ following a Tax Event, an Investment Company Event or a Capital Treatment Event, the Redemption Price shall equal the "Make-Whole Amount" (as hereafter defined) for a corresponding $__________ and] within 90 days principal amount hereof, together with accrued interest to but excluding the date fixed for redemption, which Make-Whole Amount will be equal to the greater of (i) 100% of the occurrence principal amount hereof, and (ii) as determined by a Quotation Agent (as defined in the Declaration of Trust), the sum of the present values of the principal amount hereof and the premium, if any, payable as part of the Redemption Price with respect to an optional redemption hereof on ____________, 20__, together with the present values of scheduled payments of interest (not including the portion of any such Tax Event redeem this Securitypayments of interest accrued as of the Redemption Date) from the date fixed for redemption to ____________, 20__, in whole but not in part, subject each case discounted to the provisions date fixed for redemption on a semi-annual basis (assuming a 360-day year consisting of Article XI 30-day months) at the Adjusted Treasury Rate (as defined in the Declaration of Trust). The Redemption Price in the Indenture, at case of a redemption price on or after ___________, 20__ following a Tax Event, an Investment Company Event or a Capital Treatment Event shall equal the Redemption Price then applicable to [describe formulation]a redemption under the first sentence of this paragraph.] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. [If the Security is not a Discount Security,--If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of this Security may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.] [If the Security is a Discount Security,--If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of this Security may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. Such amount shall be equal to [--insert formula for determining the amount]. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security,--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided, however, that, in the case of the Securities of this series issued to a Highlands Capital Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series fail to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee with a copy to the Property Trustee. The Holders of a majority in aggregate principal amount of the Outstanding Securities of this series may annul such declaration and waive the default by written notice to the Property Trustee, the Company and the Trustee if the default (other than the nonpayment of the principal of these Securities that has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee. Should the Holders of the Securities of this series fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration such principal amount and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIV of the Indenture.] [If the Security is a Discount Security,--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare such portion of the principal amount as may be specified in the terms of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Highlands Capital Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee with a copy to the Property Trustee. The Holders of a majority in aggregate principal amount of the Outstanding Securities of this series may annul such declaration and waive the default by written notice to the Property Trustee, the Company and the Trustee if the default (other than the nonpayment of the principal of these Securities that has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee. Should the Holders of the Securities of this series fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration such principal amount and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIV of the Indenture.] 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 interest on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained pursuant to Section 10.02 of the Indenture 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 Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable initially only in registered form without coupons in blocks having aggregate principal amounts of not less than $100,000 (100 Securities) and any multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security intend that such Security constitute indebtedness and agree to treat such Security as indebtedness for all United States Federal, state and local tax purposes. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Appears in 1 contract
Samples: Highlands Capital Trust I
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4, 1997 (herein called the "“Indenture"”), between the Company and The U.S. Bank of New YorkNational Association, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the IndentureIndenture with respect to the series of which this Security is a part), 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 TrusteeCompany, the Company Guarantor, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series Series designated on the face hereof [if applicable[IF APPLICABLE, insert - INSERT–, limited in aggregate principal amount to $ ]. All terms used Carnival plc irrevocably, unconditionally, and absolutely guarantees, jointly and severally and on a continuing basis, to each Holder of Securities, until final and indefeasible payment of the amounts referred to in this Security that are defined in Clause (i) below have been made: (i) the due and punctual payment of principal of and interest on the Securities at any time outstanding and the due and punctual payment of all other amounts payable, and all other amounts owing, by the Company to the Holders of the Securities under the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named thereinSecurities (including, shall have without limitation, any Additional Amounts which may be owing to any of the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject Holders of Securities pursuant to the terms and conditions of Article XI Section 10.5 of the Indenture), redeem this Security in whole each case when and as the same shall become due and payable, whether at any time maturity, by acceleration, by redemption or in part from time to time, without premium or penalty, at a redemption price equal to 100% otherwise and all other monetary obligations of the principal amount Company thereunder, all in accordance with the terms and provisions thereof plus accrued and unpaid interest [if applicable(ii) the punctual and faithful performance, insert --------------------- keeping, observance and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company under the Indenture and the Securities. The Guarantees constitute guarantees of payment, performance and compliance and not merely of collection. The obligation of the Guarantors to make any payments may be satisfied by causing the Company or any other Person to make such payments. Further, the Guarantors agree to pay any and all costs and expenses (including Additional Interest, if any,] reasonable attorney’s fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under the Guarantees. The Company will pay to the Redemption Date.] Holders such Additional Amounts as may become payable under Section 10.5 of the Indenture. The Guarantor will pay to the Holders such Guarantor Additional Amounts as may become payable under Section 16.2 of the Indenture. [If applicable, insert - IF APPLICABLE-INSERT–The Company may, at its option, on or after --------------------- _________, ____, and subject Securities may be converted pursuant to the terms and conditions herein into [ ] if:[detail terms of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event conversion]. The Securities in respect of which a Holder has delivered [form of conversion notice] exercising the PMI Trust, option of such Holder to require the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of to purchase such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation.].] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more tranches of one or more series under a Junior Subordinated an Indenture, as amended and restated in its entirety, dated as of February 4November 21, 1997 2006 (herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between among the Company Company, Companhia Vale do Rio Doce, as Guarantor (herein called the “Guarantor”) and The Bank of New York, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Guarantor, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The full and punctual payment of the principal of, premium, if any, and interest on, and all other amounts payable under, this Security is guaranteed by the Guarantor. This Security is one of the series designated on the face hereof [if applicable, insert - — , limited in aggregate principal amount to $ $[ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - — The Company may at any time, at its option, on or ------------------ after _________, ____, and Securities of this series are subject to the terms and conditions of Article XI of the Indentureredemption upon not less than [ ] days’ nor more than [ ] days’ notice, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, — on or after --------------------- _________[ ], ____20[ ]], and subject to as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before [ ], [ ]%, and if redeemed] during the 12-month period beginning __________[ ] of the years indicated, Year Redemption Price Year Redemption Price --------- ----------------- and thereafter at 100a Redemption Price equal to [ ]% on or after _________, ____of the principal amount, together in the case of any such redemption with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicablethe Security is subject to redemption of any kind, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If the Security is not subject to redemption, insert—This Security is not redeemable prior to Stated Maturity.] [If applicable, insert –The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [,in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] All payments in respect of the Securities shall be made without withholding or deduction for any present or future taxes, duties, assessments or other governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands, Brazil or any Successor Jurisdiction or any authority therein or thereof having power to tax (“Foreign Taxes”), except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company or the Guarantor, as the case may be, shall make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and pay such additional amounts (“Additional Amounts”) as are necessary to ensure that the net amounts received by the Holders of Securities after such withholding or deduction equals the respective amounts of principal, [premium] and interest which would have been receivable in respect of such Securities had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Security:
Appears in 1 contract
Samples: Companhia Vale Do Rio Doce
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more tranches of one or more series under a Junior Subordinated an Indenture, dated as of February 4, 1997 2003 (herein called the "Indenture", --------- -------------------------------------------------------------------------------- which term shall have the meaning assigned to it in such instrument), between among the Company and The Bank of New YorkJPMorgan Chase Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - -- , limited in aggregate principal amount to $ $[ ]]. All terms used in -- [If applicable, insert -- The Securities of this Security that series are defined in the Indenture subject to redemption upon not less than [ ] days' nor more than [ ] days' -- -- notice, at any time [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, -- on or after --------------------- _________[ ],20[ ], ____-- -- as a whole or in part, and subject to at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert -- on or before [ ], -- [ ]%, and if redeemed] during the 12-month period beginning __________[ ] of -- -- the years indicated, Redemption Redemption Year Price --------- ----------------- Year Price ---- ---------- ---- ---------- and thereafter at 100a Redemption Price equal to [ ]% on or after _________, ____of the principal -- amount, together in the case of any such redemption with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicablethe Security is subject to redemption of any kind, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If the Security is not subject to redemption, insert - This Security is not redeemable prior to Stated Maturity.] [If applicable, insert - The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [,in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert -- If an Event of Default or Illegality Event with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] -------------------------------------------------------------------------------- [If the Security is an Original Issue Discount Security, insert -- If an Event of Default or Illegality Event with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to -- insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] All payments of principal[, premium] and interest in respect of the Securities shall be made without withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Brazil or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes") except to the extent that such Foreign Taxes are required by Brazil, such Successor Jurisdiction or such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company shall pay such additional amounts ("Additional Amounts") as will result in receipt by the Holders of Securities on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Security:
Appears in 1 contract
Samples: Indenture (Vale Overseas LTD)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4[ , 1997 ], (herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York[ ], as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - – [initially] limited in aggregate principal amount to $ ]. All terms used in this Security ] [, provided that are defined in the Indenture [if applicableCompany may, insert - or in without the Amended consent of any Holder, at any time and Restated Trust Agreement, dated as of ___________, ____, as amended (from time to time increase the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may beinitial principal amount]. [If applicable, insert - – The Company may at any time, at its option, on or ------------------ after _________, ____, and Securities of this series are subject to redemption upon not less than 30 days’ nor more than 60 days’ notice by mail, [if applicable, insert – (1) on in any year commencing with the terms year and conditions of Article XI ending with the year through operation of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time, without premium or penalty, series at a redemption price Redemption Price equal to 100% of the principal amount thereof plus accrued amount, and unpaid interest (2)] at any time [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, – on or after --------------------- _________, ____20 ], and subject to as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before , %, and if redeemed] during the 12-month period beginning __________, of the years indicated, Year Redemption Price For Redemption Through Operation of the Sinking Fund Year Redemption Price --------- ----------------- For Redemption Otherwise Than Through Operation of the Sinking Fund and thereafter at 100a Redemption Price equal to % on or after _________, ____of the principal amount, together in the case of any such redemption [(whether through operation of the sinking fund or otherwise)] with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant record dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert - Upon — Notwithstanding the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trustforegoing, the Company maymay not, at its optionprior to , redeem any Securities of this series as contemplated by [if applicable, insert - at — Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any timerefunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] [If applicable, insert – The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [if applicable, insert - before _________– not less than $ (“mandatory sinking fund”) and not more than] $ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, ------------- ____ andinsert – mandatory] within 90 days of the occurrence of such Tax Event redeem this Securitysinking fund payments may be credited against subsequent [if applicable, insert – mandatory] sinking fund payments otherwise required to be made [if applicable, insert – , in whole but not the inverse order in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulationwhich they become due].] [If the Security is subject to redemption of any kind, insert – In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert – The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Securities of this series or certain restrictive covenants with respect to the Securities of this series and Events of Default with respect to the Securities of this series, in each case upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert – If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert – If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to [– insert formula for determining the amount]. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture provides that upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture) with respect to Securities of this series, and subject to further limitations contained therein, the Company will make an offer to purchase the Securities of this series in accordance with the procedures set forth in the Indenture. The Indenture imposes certain limitations on, among other things, the Company’s ability and the ability of its Restricted Subsidiaries with respect to Securities of this series to incur Secured Indebtedness or enter into certain sale and leaseback transactions; and the Company’s ability and the ability of the Guarantors of Securities of this series to consolidate, merge, convey, transfer or lease their respective properties and assets substantially as an entirety[, add any other restrictive covenants provided for in the supplemental indenture for this series]. Such limitations are subject to a number of important qualifications and exceptions. The Company must annually report to the Trustee on compliance with such limitations. Events of Default are set forth in the Indenture. If an Event of Default (other than an Event of Default specified in Section 5.01(7) or (8)) shall occur and be continuing with respect to this series, the Trustee or the Holders of at least 25% in principal amount of Outstanding Securities of this series may declare the principal of, premium, if any, and accrued interest on all of the Outstanding Securities of this series to be due and payable by notice in writing to the Company and (if given by the Holders) the Trustee specifying the respective Events of Default and that it is a “notice of acceleration,” and the same shall become immediately due and payable; provided, however, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of this series may rescind and annul such acceleration and its consequences if all existing Events of Default with respect to this series, other than the nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. In case an Event of Default specified in Section 5.01(7) or (8) of the Indenture occurs with respect to the Securities of this series and is continuing with respect to the Securities of this series, such principal amount, together with premium, if any, and interest with respect to all of the Outstanding Securities of this series, shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders. 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 any 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 (i) permitting the Holders of not less than a majority in principal amount of the Outstanding Securities of a series, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture with respect to such series and (ii) permitting the Holders of a majority in principal amount of the Outstanding Securities of a series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults in respect of the Securities of such series under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. When a successor entity assumes, in accordance with the Indenture, all the obligations in respect of the Securities of this series of its predecessor under the Securities of this series and the Indenture, and immediately before and thereafter no Default with respect to this series or Event of Default with respect to this series exists and certain other conditions are satisfied, the predecessor entity will be released from those obligations. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 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 any premium and interest on this Security 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 Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series 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, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. [If applicable, insert - This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations in Section 3.05 thereof on transfers and exchanges of Global Securities.] [If applicable, insert - Interest on the principal balance of this Security shall be calculated on the basis of a [365- or 366-day year, as appropriate, for the actual number of days elapsed] [360-day year of twelve 30-day months]] Each Holder, by accepting a Security, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: CNH Industrial Capital LLC, Attention: General Counsel, 0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OR ANY SUCCESSOR STATUTE). EACH OF THE PARTIES TO THE INDENTURE HAS AGREED TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA AND THE COURTS OF THE STATE OF NEW YORK, IN EACH CASE LOCATED IN THE CITY OF NEW YORK, IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF, RELATING TO OR BASED ON THE INDENTURE, THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. THE COMPANY, THE GUARANTORS AND THE TRUSTEE, AND EACH HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF, RELATING TO OR BASED ON THE INDENTURE, THIS SECURITY OR ANY TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Appears in 1 contract
Samples: CNH Industrial Capital LLC
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4October 3, 1997 2006 (herein called the "Indenture"), between the Company and The U.S. Bank of New YorkNational Association, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ $_________ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ insert name of related Citizens Trust ,] among THE PMI GROUP, INC.CITIZENS BANKING CORPORATION, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- -- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - insert--The Company maymay at any time, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): ) together with accrued interest to but excluding the date fixed for redemption. If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- YEAR REDEMPTION PRICE and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - insert--Upon the occurrence and during the continuation of a --------------------- Tax Event or Capital Treatment Event in respect of the PMI a Citizens Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before time][before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event or Capital Treatment Event redeem this Security, in whole but not in part, subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Citizens Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities of such Citizens Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Citizens Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities of such Citizens Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be calculated by the Company and shall be equal to--insert formula for determining the amount. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] 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 (including any Additional Interest) on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture 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 Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States federal, state and local tax purposes it is intended that this Security constitute indebtedness, and the Indenture and the Security shall be interpreted to further this intention. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Appears in 1 contract
Samples: Indenture (Citizens Banking Corp)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4December [__], 1997 1996 (herein called the "Indenture"), between the Company and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or -or in the Amended and Restated Trust Agreement, dated as of __________ __, ____1996, as amended (the "Trust Agreement"), for [PMI MBNA Capital ___ ,] among THE PMI GROUP, INC.MBNA Corporation, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or -or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including -including Additional Interest, if any,] to the Redemption Date.] [If applicableamount thereof plus accrued and unpaid interest, insert - The Company mayincluding Additional Interest, at its optionif any, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of all series at the time Outstanding, on behalf of the Holders of all Securities of such series, 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, -As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be equal to - insert formula for determining the amount. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture 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 Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in denominations of $ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United 29 21 States federal, state and local tax purposes it is intended that this Security constitute indebtedness. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Appears in 1 contract
Samples: Mbna Capital C
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4________ __, 1997 199_ (herein called the "Indenture"), between the Company and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of __________ __, ___199_, as amended (the "Trust Agreement"), for [PMI First Tennessee Capital ___ ,] among THE PMI GROUP, INC.First Tennessee National Corporation, as Depositor, and the Trustees named therein], shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- - including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI TrustEvent, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Event Event, redeem this Security, in whole but not in part, subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, including Additional Interest, if any, to the Redemption Date. [describe formulation]If applicable, insert - Upon the occurrence and during the continuation of a Capital Treatment Event in respect of a Trust, the Company may, at its option, at any time within 90 days of the occurrence of such Capital Treatment Event, redeem this Security, in whole but not in part, subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, including Additional Interest, if any, to the Redemption Date.] In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of all series at the time Outstanding, on behalf of the Holders of all Securities of such series, 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, - As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, - As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Trust, if upon an Event of Default, the Trustee or the Holders of the requisite principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be equal to - insert formula for determining the
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4________ __, 1997 2002 (herein called the "Indenture"), between the Company and The Bank of New York__________________, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ [$]_____________]. All By the terms used in this Security that are defined in of the Indenture Indenture, additional Securities [if applicable, insert - -- of this series and] of other separate series, which may vary as to date, amount, Stated Maturity, interest rate or method of calculating the interest rate and in other respects as therein provided, may be issued in an unlimited principal amount. The Indebtedness evidenced by the Securities is, to the extent and in the manner provided in the Indenture referred to above, subordinate and subject in right of payment to the prior payment in full of the principal of (and premium, if any), and interest on all Senior Indebtedness of the Company, as defined in the Indenture, and each Holder of this Security, by accepting the same, agrees to and shall be bound by the provisions of the Indenture and authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination of this Security as provided in the Indenture and appoints the Trustee his or her attorney-in-fact for any and all such purposes. The indebtedness evidenced by this Security is issued subject to the provisions of the Indenture regarding payments to creditors in respect of General Obligations (as defined in the Indenture). In particular, the Indenture provides that if upon the occurrence of certain events of bankruptcy or insolvency relating to the Company, there remains, after giving effect to the subordination provisions referred to in the preceding paragraph, any amount of cash, property or securities available for payment or distribution in respect of Securities (as defined in the Indenture, "Excess Proceeds"), and if, at such time, any creditors in respect of General Obligations have not received payment in full of all amounts due or to become due on or in respect of such General Obligations, then such Excess Proceeds shall first be applied to pay or provide for the Amended payment in full of such General Obligations before any payment or distribution may be made in respect of Securities. This paragraph shall immediately and Restated Trust Agreementautomatically terminate, dated be null and void ab initio and have no further effect upon the occurrence of a Termination Event (as defined in the Indenture).' [If applicable, insert -- [The Securities of this series are/This Security is] subject to redemption prior to the Stated Maturity hereof upon not less than 30 days' notice by mail to the Person[s] in whose name[s] [the Securities to be redeemed are/this Security is] registered at the address specified in the Security Register, [if applicable, insert -- (1) on ____________________ in any year commencing with the year ________ and ending with the year __________ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [on or after ____________________], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before ____________________, ____%, as amended (and if redeemed] during the "Trust Agreement"), for [PMI Capital 12-month period beginning ____________________ ,] among THE PMI GROUPof the years indicated, INC.REDEMPTION REDEMPTION YEAR PRICE YEAR PRICE ---- ----- ---- ----- and thereafter at a Redemption Price equal to ____% of the principal amount, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as -- together in the case may beof any such redemption [if there is a sinking fund, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, provided, however, that installments of interest whose Stated Maturity is on or prior to such Redemption Date will be payable to the [Holders of such Securities/Holder of this Security] (or one or more Predecessor Securities) of record at the close of business on the relevant Record dates referred to on the face hereof, all as provided in the Indenture]. [If there is no sinking fund, insert -- [The Securities of this Series are/This Security is] not subject to any sinking fund.] [If applicable, insert - -- [The Company may Securities of this series are/This Security is] subject to redemption prior to the Stated Maturity hereof upon not less than 30 days' notice by mail to the Person[s] in whose name[s] [the Securities to be redeemed are/this Security is] registered at the address specified in the Security Register, (1) on ____________________ in any year commencing with the year __________ and ending with the year __________ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time, at its option, time [on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____], and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in as a whole at any time or in part from time to timepart, at the following election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount): ) set forth in the table below: If redeemed during the 12-month period beginning ____________________ of the years indicated, REDEMPTION PRICE FOR REDEMPTION REDEMPTION PRICE FOR THROUGH OPERATION REDEMPTION OTHERWISE OF THE THAN THROUGH OPERATION YEAR SINKING FUND OF THE SINKING FUND ---- ------------ ------------------- and thereafter at a Redemption Year Price --------- ----------------- and at 100equal to ____% of the principal amount [if applicable, insert -- together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, provided, however, that installments of interest whose Stated Maturity is on or after prior to such Redemption Date will be payable to the [Holders of such Securities/Holder of such Security] (or one or more Predecessor Securities) of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture].] [Notwithstanding the foregoing, the Company may not, prior to ____________________, redeem any Securities of this series as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date% per annum.] [If applicable, insert - Upon The sinking fund for this series provides for the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before redemption on _________, ------------- ___________ andin each year beginning with the year _________ and ending with the year _________ of [not less than] within 90 days [$]_________ [("mandatory sinking fund") and not more than [$]_________] aggregate principal amount of Securities of this series. [Securities of this series acquired or redeemed by the occurrence of such Tax Event redeem this Security, Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made -- in whole but not the inverse order in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation]which they become due.] [In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor of an authorized denomination for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If the Security is not an Original Issue Discount Security, -- If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may (subject to the conditions set forth in the Indenture) be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, -- If an Event of Default with respect to Securities of this series shall occur and be continuing, a lesser amount than the principal amount due at the Stated Maturity of the Securities of this series may (subject to the conditions set forth in the Indenture) be declared due and payable in the manner and with the effect provided in the Indenture. The amount due and payable on this Security in the event that this Security is declared due and payable prior to the Stated Maturity hereof shall be -- insert formula for determining the amount -- or in the event that this Security is redeemed shall be the specified percentage of -- insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] 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 not less than a majority in aggregate principal amount of the Securities at the time Outstanding of each series to be affected and, for certain purposes, without the consent of the Holders of any Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is an Original Issue Discount Security, -- In determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver under the Indenture or whether a quorum is present at a meeting of Holders of Securities, the principal amount of any Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon the acceleration of the Maturity thereof.] Subject to the rights of holders of Senior Indebtedness of the Company set forth in this Security and as provided in the Indenture referred to above, 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor of authorized denomination and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of [$1,000] and any amount in excess thereof which is an integral multiple of [$1,000]. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered in the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4___________, 1997 1996 (herein called the "Indenture"), between the Company and The Bank of New YorkBankers Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ ]. ------------- All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, ______, as amended (the "Trust Agreement"), for [PMI BankAmerica Capital ___ __________,] among THE PMI GROUP, INC.BANKAMERICA CORPORATION, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- insert--including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - insert-The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - insert--Upon the occurrence and during the continuation of a --------------------- Tax Event or Capital Treatment Event in respect of the PMI a BankAmerica Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before time][before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event or Capital Treatment Event redeem this Security, in whole but not in part, subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security,--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a BankAmerica Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities of such BankAmerica Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security,--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a BankAmerica Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities of such BankAmerica Trust then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be calculated by the Company and shall be equal to--insert formula for determining the amount. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture 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 Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in minimum denominations of $[25] and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA[, EXCEPT THAT THE RIGHTS, DUTIES AND OBLIGATIONS OF THE TRUSTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK].
Appears in 1 contract
Samples: Bankamerica Capital Viii
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company [Issuers]* (herein called the "SecuritiesSECURITIES"), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4_______________, 1997 200_ (herein called the "IndentureINDENTURE"), between among the Company [Issuers]*, the Guarantors party hereto (herein called the "GUARANTORS") and The Bank of New York____________________, as Trustee (herein called the "Trustee", TRUSTEE," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany [Issuers]*, the Company Guarantors, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ $__________]. All terms used in [If applicable, insert-- The Securities of this Security that series are defined in the Indenture subject to redemption upon not less than 30 nor more than 60 days' notice by first class mail, [if applicable, insert - insert-- (1) on __________ in any year commencing with the year __________ and ending with the year __________ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [on or after __________, _____], as a whole or in part, at the Amended and Restated Trust Agreementelection of the Company [Issuers]*, dated at the following Redemption Prices (expressed as percentages of the principal amount): 20 If redeemed [on or before _______________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor%, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,redeemed] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning _______________ of the years indicated, YEAR REDEMPTION PRICE and thereafter at a Redemption Year Price --------- ----------------- equal to _____% of the principal amount, together in the case of any such redemption [if applicable, insert-- (whether through operation of the sinking fund or otherwise)] with accrued and unpaid interest to the Redemption Date, but interest installments whose Interest Payment Date is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at 100% the close of business on the relevant Regular Record Dates or Special Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert-- The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days' notice by first class mail, (1) on _______________ in any year commencing with the year __________ and ending with the year __________ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [on or after __________], as a whole or in part, at the election of the Company [Issuers]*, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during a 12-month period beginning _________________ of the years indicated, REDEMPTION PRICE REDEMPTION PRICE FOR YEAR FOR REDEMPTION REDEMPTION OTHERWISE THAN THROUGH OPERATION OF THE SINKING THROUGH OPERATION OF THE FUND SINKING FUND and thereafter at a Redemption Price equal to _____% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued and unpaid interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] 21 [If applicable, insert - Upon Notwithstanding the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trustforegoing, the Company may[Issuers]* may not, at its option, [if applicable, insert - at any time] [if applicable, insert - before prior to __________, ------------- redeem any Securities of this series as contemplated by [clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company [Issuers]* (calculated in accordance with generally accepted financial practice) of less than _____% per annum.] [The sinking fund for this series provides for the redemption on ___________ andin each year beginning with the year _____ and ending with the year _____ of [not less than] within 90 days $_______________ [("MANDATORY SINKING FUND") and not more than $____________] aggregate principal amount of the occurrence Securities of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation]series.] [Securities of this series acquired or redeemed by the Company [Issuers]* otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made--in the inverse order in which they become due.] [In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If the Security is not an Original Issue Discount Security, insert-- If any Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert-- If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal --insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's [Issuers']* obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] [This Security is subject to defeasance and covenant defeasance as described in the Indenture [if applicable, insert -- and the supplemental indenture].] [This Security is subject to satisfaction and discharge as provided in the Indenture [if applicable, insert -- and the supplemental indenture].] This Security is subject to subordination as provided in the Indenture [if applicable, insert -- and the supplemental indenture]. The Indenture may be modified by the Company [Issuers]* and the Trustee with respect to this Security without consent of any Holder with respect to certain matters as described in the Indenture. In addition, the Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company [Issuers]* and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company [Issuers]* 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 a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company [Issuers]* 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 Security shall bind such Holder and all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligations of the Company [Issuers]*, which are absolute and unconditional, to pay the principal of (and premium and other amounts, if any) and interest on this Security 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 Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company [Issuers]* in any place where the principal of (and premium and other amounts, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company [Issuers]* and the Security Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same Stated Maturity and aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series 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, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company [Issuers]* may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company [Issuers]*, the Trustee and any agent of the Company [Issuers]* or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company [Issuers]*, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture imposes certain limitations on the ability of the Company [Issuers]* to, among other things, merge or consolidate with any other Person or sell, assign, transfer or lease all or substantially all of its properties or assets [If other covenants are applicable pursuant to the provisions of Section 3.01, insert here]. All such covenants and limitations are subject to a number of important qualifications and exceptions. The Company [Issuers]* must report periodically to the Trustee on compliance with the covenants in the Indenture. A director, officer, employee or stockholder, as such, of the Company [an Issuer (other than a stockholder which is itself an Issuer)]* shall not have any liability for any obligations of the Company [such Issuer]* under this Security or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder, by accepting a Security, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of this Security. [If applicable, insert -- A director, officer, employee or stockholder, as such, of a Guarantor (other than a stockholder which itself is the Company [an Issuer]* or a Guarantor of the Securities) shall not have any liability for any obligations of the Company [Issuers]* or such Guarantor under this Security or the Indenture [if applicable, insert -- or the supplemental indenture] or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder, by accepting a Security, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of this Security.] [If applicable, insert -- This Security will be entitled to the benefits of certain Guarantees made for the benefit of the Holders. Reference is hereby made to the Indenture and the supplemental indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, if any, the Trustee and the Holders.] [If applicable, insert-- Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures ("CUSIP"), the Company [Issuers]* has [have] caused CUSIP numbers to be printed on the Securities of this series as a convenience to the Holders of the Securities of this series. No representation is made as to the correctness or accuracy of such numbers as printed on the Securities of this series and reliance may be placed only on the other identification numbers printed hereon.] All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 24 ASSIGNMENT FORM To assign this Security, fill in the form below: (I) or (we) assign and transfer this Security to --------------------------------------------- (Insert assignee's social security or tax I.D. number) --------------------------------------------- (Print or type assignee's name, address and zip code) and irrevocably appoint ___________________________________ agent to transfer this Security on the books of the Company [Issuers]*. The agent may substitute another to act for him. Dated: __________ Your Signature: (Sign exactly as your name appears on the other side of this Security) Signature Guaranty: ________________________________________________ [Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Transfer Agent, which requirements will include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.] Social Security Number or Taxpayer Identification Number: _______________________________________
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Corporation (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 43, 1997 (herein called the "Indenture"), between the Company Corporation and The Bank of New YorkTHE BANK OF NEW YORK, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ ___________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of __________ __, _____ (as modified, as amended (or supplemented from time to time, the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Issuer Trust] (the "Issuer Trust") among THE PMI GROUP, INC.the Corporation, as Depositor, and the Trustees named thereintherein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company Corporation may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amountamount hereof): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____and thereafter at a Redemption Price equal to 100% of the principal amount hereof, together together, in the case of any such redemption redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - Upon insert--In addition, upon the occurrence and during the continuation of a --------------------- Tax Event or a Capital Treatment Event in respect of the PMI Issuer Trust, the Company Corporation may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence and during the continuation of such Tax Event or Capital Treatment Event, as the case may be, redeem this Security, in whole but not in part, subject to the provisions terms and conditions of Article XI of the Indenture, at a redemption price equal to [describe formulationinsert formula].] . [If the Security is subject to redemption of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Corporation with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Corporation and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Corporation 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then Outstanding shall have the right to make such [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]. The principal amount payable upon such acceleration shall be equal to--insert formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities of this series shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Corporation's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest [insert if applicable--including any Additional Interest)] on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Securities Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $_______ ___ and any integral multiple of $____________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Prior to due presentment of this Security for registration of transfer, the Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the contrary. The Corporation and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: Cullen Frost Capital Trust I
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4, 1997 201 (herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between among the Company Company, the Subsidiary Guarantors named therein and The U.S. Bank of New YorkNational Association, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Subsidiary Guarantors, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - — , limited in aggregate principal amount to $ ]. All terms used in [If applicable, insert — The Securities of this Security that series are defined subject to redemption upon not less than 30 nor more than 60 days’ notice by mail or in the Indenture case of Global Securities, electronically in accordance with the applicable procedures of the Depositary, [if applicable, insert - or — (1) on in any year commencing with the Amended year and Restated Trust Agreement, dated as of ___________, ____, as amended (ending with the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI year through operation of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time, without premium or penalty, series at a redemption price Redemption Price equal to 100% of the principal amount thereof plus accrued amount, and unpaid interest (2)] at any time [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, — on or after --------------------- _________, ____20 ], and subject to as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before , %, and if redeemed] during the 12-month period beginning __________of the years indicated, Year Redemption Price Year Redemption Price --------- ----------------- and thereafter at 100a Redemption Price equal to % on or after _________, ____of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert - Upon — The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, (1) on in any year commencing with the occurrence year and during ending with the continuation of a --------------------- Tax Event in respect year through operation of the PMI Trustsinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, the Company may, and (2) at its option, any time [if applicable, insert - — on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, Year Redemption Price for Redemption Through Operation of the Sinking Fund Redemption Price for Redemption Otherwise than Through Operation of the Sinking Fund and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any timesuch redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to , redeem any Securities of this series as contemplated by [if applicable, insert - before _________— clause (2) of] the preceding paragraph as a part of, ------------- ____ andor in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] within 90 days [If applicable, insert — The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [if applicable, insert — not less than $ (“mandatory sinking fund”) and not more than] $ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the occurrence of such Tax Event redeem this SecurityCompany otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — , in whole but not the inverse order in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulationwhich they become due].] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If the Security is subject to conversion, insert — Subject to the provisions of the Indenture, the Holder has the right to convert the principal amount of this Security into fully paid and nonassessable shares of Common Stock of the Company at the initial conversion price per share of Common Stock of $ (or $ in principal amount of Securities for each such share of Common Stock), or at the adjusted conversion price then in effect, if adjustment has been made as provided in the Indenture, upon surrender of the Security to the Conversion Agent, together with a fully executed notice in substantially the form attached hereto and, if required by the Indenture, an amount equal to accrued interest payable on this Security.] [If applicable, insert — As provided in the Indenture and subject to certain limitations therein set forth, the obligations of the Company under this Security are guaranteed pursuant to the Indenture as indicated in the notation of Subsidiary Guarantee endorsed hereon. The Indenture provides that a Subsidiary Guarantor shall be released from its Subsidiary Guarantee upon compliance with certain conditions.] [If applicable, insert — The Indenture contains provisions for Defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee security or indemnity satisfactory to the Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein [if applicable, insert — or the right to convert this Security in accordance with its terms]. 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 any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed [if applicable, insert – and to convert such Security in accordance with its terms]. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 204. SECTION 204. Form of Notation of Subsidiary Guarantee.
Appears in 1 contract
Samples: Indenture (Gulfmark Offshore Inc)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4January 17, 1997 2013, (herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between among the Company Company, Anheuser-Xxxxx InBev NV/SA, as Parent Guarantor, the Subsidiary Guarantors party thereto from time to time and The Bank of New YorkYork Mellon Trust Company, N.A., as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Guarantors, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - —, limited in aggregate principal amount to $ ]. All terms used in [If applicable, insert — The Securities of this Security that series are defined in the Indenture subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert - or — (1) on in any year commencing with the Amended year and Restated Trust Agreement, dated as of ___________, ____, as amended (ending with the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI year through operation of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time, without premium or penalty, series at a redemption price Redemption Price equal to 100% of the principal amount thereof plus accrued amount, and unpaid interest (2)] at any time [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, — on or after --------------------- _________, ____20], and subject to as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before , %, and if redeemed] during the 12-month period beginning __________of the years indicated, Year Redemption Price Year Redemption Price --------- ----------------- and thereafter at 100a Redemption Price equal to % on or after _________, ____of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert - Upon — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on in any year commencing with the occurrence year and during ending with the continuation of a --------------------- Tax Event in respect year through operation of the PMI Trustsinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, the Company may, and (2) at its option, any time [if applicable, insert - — on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, Year Redemption Price For Redemption Through Operation of the Sinking Fund Redemption Price For Redemption Otherwise Than Through Operation of the Sinking Fund and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any timesuch redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to , redeem any Securities of this series as contemplated by [if applicable, insert - before _________— Clause (2) of] the preceding paragraph as a part of, ------------- ____ andor in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] within 90 days [If applicable, insert — The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [if applicable, insert — not less than $ (“mandatory sinking fund”) and not more than] $ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the occurrence of such Tax Event redeem this SecurityCompany otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — , in whole but not the inverse order in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulationwhich they become due].] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert paragraph regarding subordination of the Security.] [If applicable, insert — The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] [If applicable, add – In the event that any Guarantor becomes obligated to make payments in respect of the Securities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders of the Securities of this series such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by such Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which:
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Corporation (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4March 20, 1997 (herein called the "Indenture"), between the Company Corporation and The Bank of New YorkWilmington Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, _____ (as modified, as amended (or supplemented from time to time, the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Issuer Trust] (the "Issuer Trust") among THE PMI GROUP, INC.the Corporation, as Depositor, and the Trustees named thereintherein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company Corporation may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amountamount hereof): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____-18- 27 Redemption Year Price ---- ---------- and thereafter at a Redemption Price equal to 100% of the principal amount hereof, together together, in the case of any such redemption redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, Security is subject to the provisions redemption of Article XI of the Indentureany kind, at a redemption price equal to [describe formulation].] insert--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]
Appears in 1 contract
Samples: Fifth Third Bancorp
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4____________, 1997 as supplemented by an Officers' Certificate dated as of ____________ (herein called the "Indenture"), between the Company and The Bank of New YorkWilmington Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee Successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicable, insert - limited hereof,[limited in aggregate principal amount to $ $____________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or insert--and in the Amended and Restated Declaration of Trust Agreementof [insert the applicable Southern Financial Capital Trust], dated as of [_______________], as amended (the "Amended and Restated Declaration of Trust"), among Southern Financial Bancorp, Inc., as Depositor, and the Trustees named therein,] shall have the meanings assigned to them in the Indenture or, to the extent not defined in the Indenture, the Amended and Restated Declaration of Trust, as the case may be. [If applicable, insert--The Company has the right to redeem this Security (i) on or after _______________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty(ii) in whole (but not in part), at any time within 90 days following the occurrence and during the continuation of a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicableTax Event, insert --------------------- including Additional Interestan Investment Company Event or a Capital Treatment Event, if any,] to in each case at the Redemption DatePrice described below, and subject to possible regulatory approval.] [If applicable, insert - The Company may, at its option, insert--In the case of a redemption on or after --------------------- _______________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at Redemption Price shall equal the following Redemption Prices (prices, expressed as in percentages of the principal amount): If amount hereof, together with accrued interest to but excluding the date fixed for redemption, if redeemed during the 12-month period beginning __________, __: Year Redemption Year Price --------- ----------------- ---- ---------------- and at 100% on or after _________, ____, together in 20__. In the case of any such a redemption with accrued interest prior to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before ____________, ------------- 20__, following a Tax Event, an Investment Company Event or a Capital Treatment Event, the Redemption Price shall equal the "Make-Whole Amount" (as hereafter defined) for a corresponding $__________ and] within 90 days principal amount hereof, together with accrued interest to but excluding the date fixed for redemption, which Make-Whole Amount will be equal to the greater of (i) 100% of the occurrence principal amount hereof, and (ii) as determined by a Quotation Agent (as defined in the Declaration of Trust), the sum of the present values of the principal amount hereof and the premium, if any, payable as part of the Redemption Price with respect to an optional redemption hereof on ____________, 20__, together with the present values of scheduled payments of interest (not including the portion of any such Tax Event redeem this Securitypayments of interest accrued as of the Redemption Date) from the date fixed for redemption to ____________, 20__, in whole but not in part, subject each case discounted to the provisions date fixed for redemption on a semi-annual basis (assuming a 360-day year consisting of Article XI 30-day months) at the Adjusted Treasury Rate (as defined in the Declaration of Trust). The Redemption Price in the Indenture, at case of a redemption price on or after ____________, 20__ following a Tax Event, an Investment Company Event or a Capital Treatment Event shall equal the Redemption Price then applicable to [describe formulation]a redemption under the first sentence of this paragraph.] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. [If the Security is not a Discount Security,--If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of this Security may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.] [If the Security is a Discount Security,--If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of this Security may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. Such amount shall be equal to [--insert formula for determining the amount]. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security,--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare such portion of the principal amount as may be specified in the terms of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided, however, that, in the case of the Securities of this series issued to a Southern Financial Capital Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series fail to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee with a copy to the Property Trustee. The Holders of a majority in aggregate principal amount of the Outstanding Securities of this series may annul such declaration and waive the default by written notice to the Property Trustee, the Company and the Trustee if the default (other than the nonpayment of the principal of these Securities that has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee. Should the Holders of the Securities of this series fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration such principal amount and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security,--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided, however, that, in the case of the Securities of this series issued to a Southern Financial Capital Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series fail to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee with a copy to the Property Trustee. The Holders of a majority in aggregate principal amount of the Outstanding Securities of this series may annul such declaration and waive the default by written notice to the Property Trustee, the Company and the Trustee if the default (other than the nonpayment of the principal of these Securities that has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee. Should the Holders of the Securities of this series fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration such principal amount and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. 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 interest on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained pursuant to Section 10.02 of the Indenture 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 Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable in registered form without coupons. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security intend that such Security constitute indebtedness and agree to treat such Security as indebtedness for all United States Federal, state and local tax purposes. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Appears in 1 contract
Samples: Southern Financial Capital Trust I
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4, 1997 200___ (herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between among the Company Company, any Subsidiary Guarantors party thereto and The Bank of New York[Trustee’s Name], as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, any Subsidiary Guarantors, the Trustee, the Company holders of Senior Debt and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - — , limited in aggregate principal amount to $ ]. All terms used in [If applicable, insert — The Securities of this Security that series are defined in the Indenture subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert - or — (1) on in any year commencing with the Amended year and Restated Trust Agreement, dated as of ___________, ____, as amended (ending with the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI year through operation of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time, without premium or penalty, series at a redemption price Redemption Price equal to 100% of the principal amount thereof plus accrued amount, and unpaid interest (2)] at any time [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, — on or after --------------------- , 20_________], ____as a whole or in part, and subject to at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before , ___%, and if redeemed] during the 12-month period beginning of the years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert - Upon — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on in any year commencing with the occurrence year ___ and during ending with the continuation of a --------------------- Tax Event in respect year ___through operation of the PMI Trustsinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, the Company may, and (2) at its option, any time [if applicable, insert - — on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, Redemption Price For Redemption Price For Redemption Otherwise Than Redemption Through Through Operation of the Year Operation of the Sinking Fund Sinking Fund and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any timesuch redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to , redeem any Securities of this series as contemplated by [if applicable, insert - before _________— clause (2) of] the preceding paragraph as a part of, ------------- ____ andor in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] within 90 days [If applicable, insert — The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [if applicable, insert — not less than $ (“mandatory sinking fund”) and not more than] $ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the occurrence of such Tax Event redeem this SecurityCompany otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — , in whole but not the inverse order in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulationwhich they become due].] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If the Security is subject to conversion, insert – Subject to the provisions of the Indenture, each Holder has the right to convert the principal amount of this Security into fully paid and nonassessable shares of Common Stock of the Company at the initial conversion price per share of Common Stock of $ (or $ in principal amount of Securities for each such share of Common Stock), or at the adjusted conversion price then in effect, if adjustment has been made as provided in the Indenture, upon surrender of the Security to the Conversion Agent, together with a fully executed notice in substantially the form attached hereto and, if required by the Indenture, an amount equal to accrued interest payable on this Security.] The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt of the Company, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, 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. [If applicable, insert — As provided in the Indenture and subject to certain limitations therein set forth, the obligations of the Company under this Security are guaranteed on a senior subordinated basis pursuant to the Subsidiary Guarantees endorsed hereon. The Indenture provides that a Subsidiary Guarantor shall be released from its Subsidiary Guarantee upon compliance with certain conditions.] [If applicable, insert — The Indenture contains provisions for Defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 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 any premium and interest on this Security 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 Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 204. Form of Subsidiary Guarantee.
Appears in 1 contract
Samples: Superior Well Services, INC
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4May __, 1997 (herein called the "Indenture"), between the Company and The Bank of New YorkBankers Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ _______]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert-- or in the Amended and Restated Trust Agreement[insert name of trust agreement], dated as of ____________ (as modified, ____, as amended (or supplemented from time to time the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Issuer Trust] [the ("Issuer Trust") among THE PMI GROUP, INC.the Company, as Depositor, and the Trustees named therein, therein and the Holders from time to time of the Trust Securities issued pursuant thereto] shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company may at any time, at its option, has the right to redeem this Security (i) on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty(ii) in whole (but not in part), at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert 32 - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at 26 - any time or in part from time to time, at the within 90 days following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event Event, Investment Company Event, or Capital Treatment Event, in respect each case at the Redemption Price described below, and subject to possible regulatory approval. The Redemption Price shall equal 100% of the PMI Trustprincipal amount hereof being redeemed, together with accrued interest to but excluding the Company may, at its option, [if applicable, insert - at any timedate fixed for redemption.] [if applicable, insert - before _________, ------------- ____ and] within 90 days of If the occurrence of such Tax Event redeem this Security, in whole but not in part, Security is subject to the provisions redemption of Article XI of the Indentureany kind, at a redemption price equal to [describe formulation].] insert--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert--The Indenture contains provisions for defeasance at any time [of the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance by the Company with certain conditions set forth in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of 33 - 27 - Default, the Trustee or such Holders fail to declare the principal of all the outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert--As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders) [if applicable, insert--, provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the Holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee. The principal amount payable upon such acceleration shall be equal to--insert formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities of this series shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture for such purpose, 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 such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $_________ and any integral multiple of $________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agrees that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: National Penn Bancshares Inc
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated the Senior Indenture, dated as of February 4September 21, 1997 2000 (herein called the "Indenture"), between among the Company Company, Mutual Risk Management Ltd. (the "Guarantor", which term includes any successor guarantor under the Indenture) and The Chase Manhattan Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Guarantor, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ $______]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture. The terms of this Security include those stated in the Indenture [if applicable, insert - or and those made a part of the Indenture by reference to the Trust Agreement, as Indenture Act. This Security is subject to all such terms and the case may be]Holder of this Security is referred to the Indenture and the Trust Indenture Act for a statement of such terms. [If applicable, insert - insert-- This Security is entitled to the benefit of the Guarantee of the Guarantor. Reference is made to Article XIV of the Indenture and to the Guarantee for terms relating to such Guarantee.] [If applicable, insert-- The Company may at any time, at its option, on or ------------------ after _________---------, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____----, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at [if applicable, insert-- the following Redemption Prices (expressed as percentages of the principal amountamount hereof): If redeemed during the 12-month period beginning ____ _____ ____, Redemption Year Price --------- ----------------- ---- ---------- and thereafter at a Redemption Price equal to 100% on or after _________of the principal amount hereof, ____together, together in the case of any such redemption redemption, with accrued interest to but excluding the date fixed for redemption,] [a Redemption DatePrice equal to 100% of the principal amount hereof, together, in the case of any such redemption, with accrued interest to but excluding the date fixed for redemption.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, Security is subject to the provisions redemption of Article XI of the Indentureany kind, at a redemption price equal to [describe formulation].] insert-- In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert - The Securities of this series are not redeemable prior to Stated Maturity.] [The Indenture contains provisions for satisfaction and discharge of [the entire indebtedness of] [or] [certain restrictive covenants and Events of Default with respect to] this Security [, in each case] upon compliance by the Company or the Guarantor with certain conditions set forth in the Indenture.] The Indenture permits, with certain exceptions as there in provided, the Company, the Guarantor and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company or the Guarantor, as the case may be, and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company or the Guarantor, as the case may be, 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 Security shall be conclusive and binding up on such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, insert-- As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company and, in certain cases, the Guarantor (and to the Trustee if given by Holders); and upon any such declaration the principal amount of and the accrued interest on all the Securities of this series shall become immediately due and payable.] [If the Security is an Original Issue Discount Security, insert -- If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to -- insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] 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 any premium and interest on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture for such purpose, 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 here of or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $_____ and any integral multiple of $_ _____ _____ _ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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 Guarantor, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Guarantor, the Trustee or any such agent shall be affected by notice to the contrary. This Security shall be Governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws provisions thereof.
Appears in 1 contract
Samples: Mutual Risk Management LTD
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4March 1, 1997 (herein called the "Indenture"), between the Company and The IBJ Xxxxxxxx Bank of New York& Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof hereof[if applicable, insert - limited in aggregate principal amount to $ $___________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert- or in the Amended and Restated Trust Agreement, dated as of __________ __, ____, as amended (the "Trust Agreement"), for [PMI NVP Capital ___ ,] among THE PMI GROUP, INC.Nevada Power Company, as Depositor, and the Trustees named therein, ] shall have the meanings assigned to them in the Indenture [if applicable, insert - insert- or the Trust Agreement, as the case may be]. [If applicable, insert - The insert- On or after _________ __, ____, the Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI Eleven of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus the accrued and unpaid interest [if applicable, insert --------------------- insert-, including Additional Interest, if any,] to the Redemption Date.] date fixed for redemption. [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): insert- If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Special Event in respect of the PMI Trustan NVP Trust shall occur and be continuing, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] redeem this Security within 90 days of the occurrence of such Tax Event redeem this SecuritySpecial Event, in whole but not in part, subject to the provisions of Section 1107 and the other provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation]100% of the principal amount thereof plus accrued and unpaid interest, including Additional Interest, if any, to the date fixed for redemption.] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. [If the Security is not a Discount Security, - If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of this Security may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.] [If the Security is a Discount Security, - If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of this Security may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. Such amount shall be equal to [- insert formula for determining the amount]. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] The Indenture contains provisions for satisfaction, discharge and defeasance at any time of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, - As provided in and subject to the provisions of the Indenture, if an Event of Default with respect the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to an NVP Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fail to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the corresponding series of Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article Thirteen of the Indenture. [If the Security is a Discount Security, - As provided in and subject to the provisions of the Indenture, if an Event of Default with respect the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of a series issued to an NVP Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of that series to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the corresponding series of Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such specified amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article Thirteen of the Indenture. 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 1002 of the Indenture 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 Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered in the Securities Register as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in denominations of $____ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States federal, state and local tax purposes it is intended that this Security constitute indebtedness. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. SECTION 204. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Except as set forth in Section 614, the Trustee's certificate of authentication shall be in the following form. This is one of the Securities referred to in the within mentioned Indenture. _________________________________ as Trustee By: _____________________________ Authorized Officer
Appears in 1 contract
Samples: Nevada Power Co
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4[ ] [ ], 1997 [ ] (herein called the "Indenture"), between the Company and The Bank of New York[ ], as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company holders of Senior Debt and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security security is one of the series designated on the face hereof hereof, [if applicable, insert - limited in aggregate principal amount to $ $[ ]. .] All terms used in this Security that are defined in the Indenture [if applicable, insert - or if not defined in the Amended and Restated Indenture in the [Name of Trust Agreement, ] dated as of ___________[ ] [ ], ____[ ] (as modified, as amended (or supplemented from time to time the "Trust Agreement"), for relating to M&T Capital Trust [PMI Capital ___ ,IV] [V] [VI] (the "Issuer Trust") among THE PMI GROUP, INC.the Company, as Depositor, and the Trustees trustees named therein, the Administrators and the Holders from time to time of the Trust Securities issued pursuant thereto] shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. .] [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject has the right to the terms and conditions of Article XI of the Indenture, redeem this Security (a) on or after [ ] [ ], [ ] in whole at any time or in part from time to time, without premium or penalty(b) in whole (but not in part), at any time within 90 days following the occurrence and during the continuation of a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicableTax Event, insert --------------------- including Additional InterestInvestment Company Event, if any,] to or Capital Treatment Event, in each case at the Redemption DatePrice described in the next succeeding [three] paragraph[s], and subject to possible regulatory approval.] [If applicable, insert - The Company mayRedemption Price shall equal 100% of the principal amount hereof being redeemed, at its optiontogether with accrued interest to but excluding the date fixed for redemption.] [If applicable, insert - In the case of a redemption on or after --------------------- _________[ ] [ ], ____, and subject to [ ] the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at Redemption Price shall equal the following Redemption Prices (prices, expressed as in percentages of the principal amount): If amount hereof, together with accrued interest to but excluding the date fixed for redemption, if redeemed during the 12-month period beginning __________[ ] [ ], [ ]: Redemption Year Price --------- ----------------- ---- ---------- and at 100% on or after _________[ ] [ ], ____, together in [ ]. In the case of any such a redemption on or after [ ] [ ], [ ] following a Tax Event, Investment Company Event or Capital Treatment Event, the Redemption Price shall equal the Redemption Price then applicable to a redemption under the preceding paragraph. In the case of a redemption prior to [ ] [ ], [ ] following a Tax Event, Investment Company Event or Capital Treatment Event in respect of the Issuer Trust, the Redemption Price shall equal the Make-Whole Amount for a corresponding $[ ] principal amount hereof, together with accrued interest to but excluding the Redemption Datedate fixed for redemption, which Make-Whole Amount will be equal to the greater of (i) 100% of the principal amount hereof, and (ii) as determined by a Quotation Agent (as defined in the Trust Agreement), the sum of the present value of 100% of the principal amount that would be payable with respect hereto on [ ] [ ], [ ], together with the present values of scheduled payments of interest from the date fixed for redemption to [ ] [ ], [ ], in each case discounted to the date fixed for redemption on a [monthly] [quarterly] [semi-annual] basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined in the Trust Agreement).] [If applicablethe Security is subject to redemption of any kind, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert - The Indenture contains provisions for defeasance at any time [of the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance by the Company with certain conditions set forth in the Indenture.] The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. [If the Security is not a Discount Security, insert - As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, insert - As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the Holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee. The principal amount payable upon such acceleration shall be equal to [insert formula for determining the amount]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities of this series shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (a) of the amount of principal so declared due and payable and (b) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.] 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 (including Additional Interest) on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture for such purpose, 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 such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $[ ] and integral multiple of $[ ] in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agrees that for United States federal, state and local tax purposes it is intended that this Security constitute indebtedness. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THIS SECURITY IS A DIRECT AND UNSECURED OBLIGATION OF THE COMPANY, DOES NOT EVIDENCE DEPOSITS AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER INSURER OR GOVERNMENT AGENCY.
Appears in 1 contract
Samples: M&t Bank Corp
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4, 1997 201 (herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between among the Company Company, the Subsidiary Guarantors named therein and The U.S. Bank of New YorkNational Association, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Subsidiary Guarantors, the Trustee, the Company holders of Senior Debt and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - — , limited in aggregate principal amount to $ ]. All terms used in [If applicable, insert — The Securities of this Security that series are defined subject to redemption upon not less than 30 nor more than 60 days’ notice by mail or in the Indenture case of Global Securities, electronically in accordance with the applicable procedures of the Depositary, [if applicable, insert - or — (1) on in any year commencing with the Amended year and Restated Trust Agreement, dated as of ___________, ____, as amended (ending with the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI year through operation of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time, without premium or penalty, series at a redemption price Redemption Price equal to 100% of the principal amount thereof plus accrued amount, and unpaid interest (2)] at any time [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, — on or after --------------------- _________, ____20 ], and subject to as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before , %, and if redeemed] during the 12-month period beginning __________of the years indicated, Year Redemption Price Year Redemption Price --------- ----------------- and thereafter at 100a Redemption Price equal to % on or after _________, ____of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert - Upon — The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, (1) on in any year commencing with the occurrence year and during ending with the continuation of a --------------------- Tax Event in respect year through operation of the PMI Trustsinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, the Company may, and (2) at its option, any time [if applicable, insert - — on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, Year Redemption Price for Redemption Through Operation of the Sinking Fund Redemption Price for Redemption Otherwise than Through Operation of the Sinking Fund and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any timesuch redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to , redeem any Securities of this series as contemplated by [if applicable, insert - before _________— clause (2) of] the preceding paragraph as a part of, ------------- ____ andor in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] within 90 days [If applicable, insert — The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [if applicable, insert — not less than $ (“mandatory sinking fund”) and not more than] $ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the occurrence of such Tax Event redeem this SecurityCompany otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — , in whole but not the inverse order in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulationwhich they become due].] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If the Security is subject to conversion, insert — Subject to the provisions of the Indenture, the Holder has the right to convert the principal amount of this Security into fully paid and nonassessable shares of Common Stock of the Company at the initial conversion price per share of Common Stock of $ (or $ in principal amount of Securities for each such share of Common Stock), or at the adjusted conversion price then in effect, if adjustment has been made as provided in the Indenture, upon surrender of the Security to the Conversion Agent, together with a fully executed notice in substantially the form attached hereto and, if required by the Indenture, an amount equal to accrued interest payable on this Security.] The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt of the Company, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, 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. [If applicable, insert — As provided in the Indenture and subject to certain limitations therein set forth, the obligations of the Company under this Security are guaranteed on a senior subordinated basis pursuant to the Indenture as indicated in the notation of Subsidiary Guarantee endorsed hereon. The Indenture provides that a Subsidiary Guarantor shall be released from its Subsidiary Guarantee upon compliance with certain conditions.] [If applicable, insert — The Indenture contains provisions for Defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee security or indemnity satisfactory to the Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein [if applicable, insert — or the right to convert this Security in accordance with its terms]. 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 any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed [if applicable, insert — and to convert such Security in accordance with its terms]. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 204. Form of Notation of Subsidiary Guarantee.
Appears in 1 contract
Samples: Gulfmark Offshore Inc
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series (and, with respect to each series, one or more tranches of such series) under a Junior Subordinated Senior Debt Indenture, dated as of February December 4, 1997 2007 (herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between among the Company Company, The Gxxxxxx Sxxxx Group, Inc. (the “Guarantor”) and The Bank of New York, as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Guarantor, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - —, limited in aggregate principal amount to $......]. This Security is also one of a tranche of such series, which tranche is designated on the face hereof [if applicable, insert —, and is limited in aggregate principal amount to $ ]. All terms used in [If applicable, insert — The Securities of this Security that tranche are defined in the Indenture subject to redemption upon not less than 30 days’ nor more than 60 days’ notice, at any time [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, — on or after --------------------- _________, ____20 ], and subject to as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before , %, and if redeemed] during the 12-month period beginning __________of the years indicated, Redemption Redemption Year Price --------- ----------------- Year Price and thereafter at 100a Redemption Price equal to % on or after _________, ____of the principal amount, together in the case of any such redemption with accrued interest to but excluding the Redemption Date, but interest instalments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicablethe Security is subject to redemption of any kind, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] — In the event of redemption of this Security in part only, a new Security or Securities of this series tranche for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert — The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this tranche shall occur and be continuing, the principal of the Securities of this tranche may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this tranche shall occur and be continuing, an amount of principal of the Securities of this tranche may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this tranche shall terminate.] 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 Guarantor and the rights of the Holders of the Securities of each tranche to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all tranches to be affected (considered together as one class for this purpose). The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of all tranches to be affected under the Indenture (considered together as one class for this purpose), on behalf of the Holders of all Securities of such tranches, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any tranche to be affected under the Indenture (with each such tranche considered separately for this purpose), on behalf of the Holders of all Securities of such tranche, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this tranche, the Holders of not less than 25% in principal amount of the Securities of this tranche at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this tranche at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 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 any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed, or alter or impair the obligation of the Guarantor, which is unconditional to pay pursuant to the Guarantee endorsed hereupon. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this tranche, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this tranche are issuable only in registered form without coupons in denominations of $1,000 and any multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this tranche are exchangeable for a like aggregate principal amount of Securities of this tranche and of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations in Section 305 thereof on transfers and exchanges of Global Securities. This Security and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Appears in 1 contract
Samples: Goldman Sachs Capital V
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Group (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4__________ __, 1997 (herein called the "Indenture"), between the Company Group and The Bank of New YorkWilmington Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company Group and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ $___________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust [Limited Liability Company] [Trust] Agreement, dated as of __________ __, ____, as amended (the "Trust Company Agreement"), for [PMI Capital ___ ,insert name of Company] among THE PMI GROUPDelphi Financial Group, INC.Inc., as [Managing Member] [Depositor], and [if applicable, insert names of other Managing Members] [if applicable, insert - the Trustees named therein], and the Holders of Capital Securities described therein, [if applicable, insert - as Members]] shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Company Agreement, as the case may be]. [If applicable, insert - The Company Group may at any time, at its option, on or ------------------ after __________ __, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- - including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI TrustEvent, the Company Group may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence of such Tax Event Event, redeem this Security, in whole but not in part, subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation100% of the principal amount thereof plus accrued and unpaid interest, including Additional Interest, if any, to the Redemption Date].] . In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by Group with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, Group and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of Group and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of all series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by Group 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, - As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to Group (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Company, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to Group and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] [If the Security is a Discount Security, - As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to Group (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Company, if upon an Event of Default, the Trustee or the Holders of the requisite principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to Group and the Trustee. Such amount shall be equal to - insert formula for determining the amount. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of Group's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of Group, 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of Group maintained under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to Group and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but Group may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, Group, the Trustee and any agent of Group or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither Group, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in denominations of $_____ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same. Group and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States federal, state and local tax purposes it is intended that this Security constitute indebtedness. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Appears in 1 contract
Samples: Subordinated Indenture (Delphi Financial Group Inc/De)
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Corporation (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 41, 1997 2000 (herein called the "Indenture"), between the Company Corporation and The Bank of New YorkFirst Union National Bank, as Trustee trustee (herein called the "Trustee", ," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee, the Company holders of Senior Debt and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ $______________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________February 1, ____2000 (as modified, as amended (or supplemented from time to time, the "Trust Agreement"), for [PMI Capital ___ ,] relating to Sea Pines Associates Trust I (the "Issuer Trust") among THE PMI GROUP, INC.the Corporation, as Depositor, and the Trustees named therein, therein and the Holders from time to time of the Trust Securities issued pursuant thereto,] shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company Corporation may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4March __, 1997 1999 (herein called the "Indenture"), between the Company and The Bank of New YorkTHE FIRST NATIONAL BANK OF CHICAGO, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ $_____________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust AgreementDeclaration of Trust, dated as of __________ __, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ FIRST SECURITY CAPITAL ,] among THE PMI GROUP, INC.First Security Corporation, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
Appears in 1 contract
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of February 4April 22, 1997 (herein called the "Indenture"), between the Company and The Bank of New YorkWilmington Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the 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. This Security is one of the series designated on the face hereof [if applicable, insert - limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or -or in the Amended and Restated Trust AgreementDeclaration of Trust, dated as of __________ __, __19__, as amended (the "Trust AgreementDeclaration"), for [PMI First American Capital _Trust __ ,] among THE PMI GROUP, INC.The First American Financial Corporation, as DepositorSponsor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or -or the Trust AgreementDeclaration, as the case may be]. [If applicable, insert - insert--The Company may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, time at a redemption price equal to 100% the following prices, expressed in percentages of the principal amount thereof amount, plus accrued and unpaid interest [if applicable, insert --------------------- including -including Additional Interest, if any,] to but excluding the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): . If redeemed during the 12-month period beginning _____ ______, : Redemption Year Price --------- ----------------- ---- ----------- 20__ % 20__ 20__ 20__ 20__ 20__ 20__ 20__ 20__ 20__ and at 100% on or after _________ __, 20__.] [If applicable, insert -Upon the occurrence and during the continuation of a Tax Event and in the opinion of counsel to the Company experienced in such matters, there would in all cases, after effecting the termination of the Trust and the distribution of the Securities of this series to the holders of the Preferred Securities in exchange therefor, be more than an insubstantial risk that a Tax Event would continue to exist, then the Company shall have the right (a) to shorten the Stated Maturity of the Securities of this series to the minimum extent required, but in any event to a date not earlier than ________, together 20__ (the action referred to in this clause (a) being herein referred to as a "Maturity Advancement"), such that, in the case opinion of counsel to the Company experienced in such matters, after such Maturity Advancement interest paid on the Securities of this Series will be deductible for United States federal income tax purposes or (b) if, in the opinion of counsel to the Company experienced in such matters, there would in all cases after effecting a Maturity Advancement, be more than an insubstantial risk that a Tax Event would continue to exist, to redeem the Securities of this series, in whole but not in part, at any such redemption with time within 90 days following the occurrence of the Tax Event at a Redemption Price equal to 100% of the principal amount thereof plus accrued interest and unpaid interest, including Additional Interest, if any, to but excluding the Redemption Date.] [If applicable, insert - Upon -Upon the occurrence and during the continuation of a --------------------- Tax an Investment Company Event and in respect the opinion of counsel to the Company experienced in such matters, there would in all cases, after effecting the termination of the PMI TrustTrust and the distribution of the Securities of this series to the holders of the Preferred Securities in exchange therefor, be more than an insubstantial risk that an Investment Company Event would continue to exist, then the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days shall have the right to redeem the Securities of the occurrence of such Tax Event redeem this Securityseries, in whole but not in part, at any time within 90 days following the occurrence of the Investment Company Event at a Redemption Price equal to 100% of the principal amount thereof plus accrued and unpaid interest, including Additional Interest, if any, to the Redemption Date.] The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of all series at the time Outstanding, on behalf of the Holders of all Securities of such series, 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is not a Discount Security, -As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XI XIII of the Indenture.] [If the Security is a Discount Security, -As provided in and subject to the provisions of the Indenture, at a redemption price equal if an Event of Default with respect to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be equal to - insert formula for determining the amount. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.] Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate. 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. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture 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 Securities of this series, of authorized denominations and for the unredeemed portion hereof same aggregate principal amount, will be issued to the designated transferee or transferees. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Securities of this series are issuable only in registered form without coupons in denominations of $ and any integral multiple thereof. As provided in the name Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder hereof upon surrendering the cancellation hereofsame. The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States federal, state and local tax purposes it is intended that this Security constitute indebtedness. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Appears in 1 contract
Samples: First American Financial Corp
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Corporation (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4_____ __, 1997 (herein called the "Indenture"), between the Company Corporation and The Bank of New Yorkthe Xxxxx Xxxxxxxxx Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ ___________]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, _____ (as modified, as amended (or supplemented from time to time, the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Issuer Trust] (the "Issuer Trust") among THE PMI GROUP, INC.the Corporation, as Depositor, and the Trustees named thereintherein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - insert--The Company Corporation may at any time, at its option, on or ------------------ after _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages percen tages of the principal amountamount hereof): If redeemed during the 12-month period beginning _____________, Redemption Year Price --------- ----------------- ---- ---------- and thereafter at a Redemption Price equal to 100% on or after _________of the principal amount hereof, ____together, together in the case of any such redemption redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the Redemption Datedate fixed for redemption.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, Security is subject to the provisions redemption of Article XI of the Indentureany kind, at a redemption price equal to [describe formulation].] insert--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert--If at any time a Tax Event [or a Capital Treatment Event] occurs and (i) in the opinion of counsel to the Corporation experienced in such matters, there would in all cases, after effecting the termination of any Trust which holds this Security and the distribution of this Security to the holders of the Trust Securities of such Trust in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence (as defined below) would continue to exist, [(ii) in the
Appears in 1 contract
Samples: Dime Capital Trust Ii
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under a the Junior Subordinated Indenture, dated as of February 4, 1997 ___ __,___ (herein called the "Indenture"), between the Company and The Bank of New YorkYork , as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - insert--, limited in aggregate principal amount to $ $______]. All terms used in this Security that are defined in the Indenture [if applicable, insert - insert--or in the Amended and Restated Trust Agreement, dated as of ___________, ____(as modified, as amended (or supplemented from time to time, the "Trust Agreement"), for relating to [PMI Capital ___ ,insert name of Issuer Trust] (the "Issuer Trust") among THE PMI GROUP, INC.the Company, as Depositor, and the Trustees named thereintherein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture [if applicable, insert - insert--or the Trust Agreement, as the case may be]. [If applicable, insert - The Company may at any time, at its option, on or ------------------ after _________, ____, Redemption Year Price ---- ----------- and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, thereafter at a redemption price Redemption Price equal to 100% of the principal amount thereof plus hereof, together, in the case of any such redemption, with accrued and unpaid interest [if applicable, insert --------------------- insert--, including any Additional Interest, if any,] to but excluding the date fixed for redemption,] [a Redemption DatePrice equal to 100% of the principal amount hereof, together, in the case of any such redemption, with accrued interest [if applicable, insert--, including any Additional Interest,] to but excluding the date fixed for redemption.] [If applicable, insert - The Company mayinsert--In addition, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon upon the occurrence and during the continuation of a --------------------- Tax Event or an Investment Company Event in respect of the PMI Issuer Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] time within 90 days of the occurrence and during the continuation of such Tax Event or Investment Company Event, as the case may be redeem this Security, in whole but not in part, subject to the provisions terms and conditions of Article XI of the Indenture, at a redemption price equal to [describe formulationinsert formula].] . [If the Security is subject to redemption of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series 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 and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security 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 Security. 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 [insert if applicable--including any Additional Interest)] on this Security 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 Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture for such purpose, 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 such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $________ and any integral multiple of $____________ in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 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. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: CCC Capital Trust Ii
Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Issuer (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4June 23, 1997 2004 (herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between [as supplemented by a Supplemental Indenture, dated as of , 20 , each ]among the Company Issuer, WPP Group plc, a public limited company organized and The Bank existing under the laws of New YorkEngland and Wales (herein called the “Company,” which term includes any Successor Person under the Indenture) and Citibank, N.A., as Trustee (herein called the "“Trustee"”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture[, as supplemented by the Supplemental Indenture,] for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeIssuer, the Company Company, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - — , limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of ___________, ____, as amended (the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture [if applicable, insert - or the Trust Agreement, as the case may beU.S.$ ]. [If applicable, insert - — The Company may at any time, at its option, on or ------------------ after _________, ____, and Securities of this series are subject to redemption upon not less than 30 days’, nor more than 60 days’, notice, [If applicable, insert – (1) on in any year commencing with the terms year and conditions of Article XI ending with the year through operation of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time, without premium or penalty, series at a redemption price Redemption Price equal to 100% of the principal amount thereof plus accrued amount, and unpaid interest (2)] [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, — on or after --------------------- _________, ____20 ], and subject to as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to timeIssuer, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before , %, and if redeemed] during the 12-month period beginning __________, Redemption Year Price --------- ----------------- and at 100% on or after _________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trustyears indicated, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.Year Redemption Price Year
Appears in 1 contract
Samples: Indenture (WPP Group PLC)
Form of Reverse of Security. This Security is one of a duly authorized issue of senior securities of the Company (herein called the "“Securities"”), issued and to be issued in one or more series under a Junior Subordinated an Indenture, dated as of February 4, 1997 [______________] (herein called the "“Indenture"”, which term shall have the meaning assigned to it in such instrument), between among the Company Company[if applicable, insert – , the Guarantors] and The Bank of New York[___________], as Trustee (herein called the "“Trustee", ,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the TrusteeCompany, the Company Guarantors, the Trustee and the Holders of the Securities, Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - — limited in aggregate principal amount to $ ]. All terms used in this Security that are defined in the Indenture [if applicable, insert - or in the Amended and Restated Trust Agreement, dated as of $___________]. This Security is the general, ____unsecured, as amended (senior obligation of the "Trust Agreement"), for [PMI Capital ___ ,] among THE PMI GROUP, INC., as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture Company [if applicable, insert - or —and is guaranteed pursuant to a guarantee (the Trust Agreement“Guarantee”) by [insert name of each Guarantor] and any other Person who shall become such in accordance with the Indenture (the “Guarantors”). The Guarantee by each Guarantor is the general, unsecured, senior obligation of such Guarantor, subject to the release and discharge thereof as provided in the case may beIndenture]. [If applicable, insert - — The Company may Securities of this series are subject to redemption upon not less than 30 days’ nor more than 60 days’ notice, at any timetime [if applicable, at its option, insert — on or ------------------ after [__________], 20[____]], and subject to as a whole or in part, at the terms and conditions of Article XI election of the Indenture, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest [if applicable, insert --------------------- including Additional Interest, if any,] to the Redemption Date.] [If applicable, insert - The Company may, at its option, on or after --------------------- _________, ____, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to timeCompany, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning [if applicable, insert — on or before [__________],[__]%, Redemption Year Price --------- ----------------- and at 100% on or after if redeemed] during the 12-month period beginning [_________, ____, together in the case of any such redemption with accrued interest to but excluding the Redemption Date.] [If applicable, insert - Upon the occurrence and during the continuation of a --------------------- Tax Event in respect of the PMI Trust, the Company may, at its option, [if applicable, insert - at any time] [if applicable, insert - before _________, ------------- ____ and] within 90 days of the occurrence of such Tax Event redeem this Security, in whole but not in part, subject to the provisions of Article XI of the Indenture, at a redemption price equal to [describe formulation].] In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.years indicated,
Appears in 1 contract
Samples: Laredo Midstream Services, LLC
