WILLIS NORTH AMERICA INC., Issuer WILLIS GROUP HOLDINGS LIMITED TA I LIMITED TA II LIMITED TA III LIMITED TRINITY ACQUISITION LIMITED TA IV LIMITED WILLIS GROUP LIMITED, Guarantors and THE BANK OF NEW YORK (as successor to JPMORGAN CHASE BANK, N.A.)...
Exhibit
4.1
XXXXXX
NORTH AMERICA INC.,
Issuer
XXXXXX
GROUP HOLDINGS LIMITED
TA
I LIMITED
XX
XX LIMITED
TA
III LIMITED
TRINITY
ACQUISITION LIMITED
XX
XX LIMITED
XXXXXX
GROUP LIMITED,
Guarantors
and
THE
BANK OF NEW YORK
(as
successor to JPMORGAN CHASE BANK, N.A.)
Trustee
Dated
as of March 28, 2007
to
the Indenture dated as of July 1, 2005
Creating
one series of Securities designated
6.200%
Senior Notes Due 2017
Table
of Contents
ARTICLE
I
6.200%
SENIOR NOTES DUE 2017
|
SECTION
1.01
|
Creation
of Series; Establishment of Form.
|
2
|
|
SECTION
1.02
|
Definitions
|
3
|
|
SECTION
1.03
|
Payment
of Principal and Interest.
|
5
|
|
SECTION
1.04
|
Global
Securities
|
5
|
|
SECTION
1.05
|
Redemption.
|
6
|
|
SECTION
1.06
|
Additional
Covenants
|
7
|
|
SECTION
1.07
|
Interest
Rate Adjustment
|
8
|
|
SECTION
1.08
|
Additional
Amounts
|
9
|
|
SECTION
1.09
|
Events
of Default
|
9
|
|
SECTION
1.10
|
Notice
of Defaults.
|
11
|
ARTICLE
II
MISCELLANEOUS
PROVISIONS
|
SECTION
2.01
|
Integral
Part
|
11
|
|
SECTION
2.02
|
Adoption,
Ratification and Confirmation
|
12
|
|
SECTION
2.03
|
Counterparts
|
12
|
|
SECTION
2.04
|
Governing
Law
|
12
|
|
SECTION
2.05
|
Conflict
with Trust Indenture Act
|
12
|
|
SECTION
2.06
|
Effect
of Headings and Table of Contents
|
12
|
|
SECTION
2.07
|
Separability
Clause
|
12
|
|
SECTION
2.08
|
Successors
and Assigns
|
12
|
|
SECTION
2.09
|
Benefit
of Indenture
|
12
|
|
SECTION
2.10
|
The
Trustee
|
12
|
|
EXHIBIT
A
|
A-1
|
-i-
SECOND
SUPPLEMENTAL INDENTURE, dated as of March 28, 2007, between XXXXXX NORTH
AMERICA INC., a Delaware corporation (the “Issuer”),
XXXXXX
GROUP HOLDINGS LIMITED, a company organized and existing under the laws of
Bermuda (the “Parent
Guarantor”),
TA I
LIMITED, a company organized and existing under the laws of England and Wales,
XX XX LIMITED, a company organized and existing under the laws of England and
Wales, TA III LIMITED, a company organized and existing under the laws of
England and Wales, TRINITY ACQUISITION LIMITED, a company organized and existing
under the laws of England and Wales, XX XX LIMITED, a company organized and
existing under the laws of England and Wales, and XXXXXX GROUP LIMITED, a
company organized and existing under the laws of England and Wales
(collectively, including the Parent Guarantor, the “Guarantors”)
and THE
BANK OF NEW YORK (as successor to JPMORGAN CHASE BANK, N.A.), a national banking
association duly organized and existing under the laws of the United States
of
America, as trustee (the “Trustee”).
RECITALS
OF THE ISSUER
AND THE GUARANTORS
WHEREAS,
the Issuer and the Guarantors have heretofore executed and delivered to the
Trustee an Indenture, dated as of July 1, 2005 (the “Original
Indenture”),
as
supplemented by the First Supplemental Indenture dated July 1, 2005, (the
“First
Supplemental Indenture”
and
together with the Original Indenture, the “Existing
Indenture”)
providing for the issuance from time to time of its unsecured senior debentures,
notes or other evidences of Indebtedness (the “Securities”),
to be
issued in one or more series as provided in the Original Indenture, and under
which no Securities have as yet been issued;
WHEREAS,
Section 10.01 of the Original Indenture provides that the Issuer, each
Guarantor and the Trustee may from time to time enter into one or more
indentures supplemental thereto to establish a new series of Securities and
add
certain provisions to the Original Indenture;
WHEREAS,
Section 3.01 of the Original Indenture provides that the Issuer may enter
into one or more indentures supplemental thereto to establish the form and
terms
of a series of Securities issued pursuant to the Original
Indenture;
WHEREAS,
the Issuer, pursuant to the foregoing authority, proposes in and by this Second
Supplemental Indenture (the “Supplemental
Indenture”
and,
together with the Original Indenture, the “Indenture”)
to
supplement the Original Indenture insofar as it will apply only to the one
series of securities to be known as the Issuer’s “6.200% Senior Notes due 2017”
(the “Notes”)
issued
hereunder (and not to any other series);
WHEREAS,
the Issuer and the Guarantors have duly authorized the execution and delivery
of
this Supplemental Indenture; and
WHEREAS,
all things necessary have been done to make this Supplemental Indenture a valid
agreement of the Issuer and the Guarantors, in accordance with its terms and
the
terms of the Original Indenture.
NOW,
THEREFORE, for and in consideration of the premises and the covenants and
agreements contained herein, and for other good and valuable consideration
the
receipt of which is hereby acknowledged, the parties hereto agree as
follows:
ARTICLE
I
6.200%
Senior Notes due 2017
SECTION
1.01 Creation
of Series; Establishment of Form.
(a)6.200%
Senior Notes due 2017
(1)
There
is
hereby established a new series of Securities under the Indenture entitled
6.200% Senior Notes due 2017.
(2)
The
form
of the Notes, including the form of the certificate of authentication, is
attached hereto as Exhibit A.
(3)
The
Trustee shall authenticate and deliver the 2017 Notes for original issue in
an
aggregate principal amount of $600,000,000 upon an Issuer Order for the
authentication and delivery of the Notes. The Issuer may from time to time
issue
additional Notes in accordance with Sections 3.01 and 10.01 of the Original
Indenture. Any additional Notes subsequently issued shall not be limited by
the
aggregate principal amount of this Supplemental Indenture. The Notes issued
originally hereunder, together with any additional Notes subsequently issued,
shall be treated as a single series for purposes of the Indenture.
(4)
The
Notes
shall be issued in registered form without coupons.
(5)
The
Notes
shall not have a sinking fund.
(6)
The
principal of the Notes shall be due on March 28, 2017.
(7)
Subject
to
Section 1.07 of this Supplemental Indenture, the outstanding principal amount
of
the Notes shall bear interest at the rate of 6.200% per annum, from
March 28, 2007 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, payable
semi-annually in arrears on each Interest Payment Date, commencing on
September 28, 2007, to the Persons in whose names the Notes are registered
at the close of business on the Regular Record Date for such interest, until
the
principal thereof is paid or made available for payment. Interest on the Notes
will be computed on the basis of a 360-day year comprised of twelve 30-day
months. Any such interest that is not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holders on such Regular Record Date
and may either be paid to the Person or Persons in whose name the Notes are
registered at the close of business on a Special Record Date for the payment
of
such Defaulted Interest to be fixed by the Trustee (“Special
Record Date”),
notice
whereof shall be given to Holders of the Notes not less than ten (10) days
prior
to such Special Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange, if any,
on
which the Notes may be listed, and upon such notice as may be required by any
such exchange, all as more fully provided in the Original
Indenture.
-2-
(8)
The
Notes
shall be issued in denominations of $2,000 or any integral multiple of $1,000
in
excess thereof.
(9)
The
Notes
due shall be redeemable, in whole at any time or in part from time to time,
at
the option of the Issuer on any date (a “Redemption
Date”),
at a
Redemption Price equal to the greater of (i) 100% of the principal amount
of the Notes to be redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (exclusive of
interest accrued to such Redemption Date) discounted to such Redemption Date
on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 25 basis points, plus, in either case, accrued
and unpaid interest on the principal amount being redeemed to such Redemption
Date.
“Comparable
Treasury Issue”
means
the United States Treasury security selected by the Independent Investment
Banker as having a maturity comparable to the remaining term of the Notes to
be
redeemed that would be utilized, at the time of selection and in accordance
with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Notes.
“Comparable
Treasury Price”
means,
with respect to any Redemption Date for the Notes, (1) the average of five
Reference Treasury Dealer Quotations for such Redemption Date, after excluding
the highest and lowest Reference Treasury Dealer Quotations, or (2) if the
Independent Investment Banker obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such quotations.
“Depositary”
means
The Depository Trust Company or any successor thereto.
-3-
“Independent
Investment Banker”
means
one of the Reference Treasury Dealers that the Issuer appoints to act as the
Independent Investment Banker from time to time.
“Interest
Payment Date”
means
March 28 and September 28 of each year.
“Reference
Treasury Dealer”
means
one or more of Citigroup Global Markets Inc., X.X. Xxxxxx Securities Inc. and
Xxxxxx Xxxxxxx & Co. Incorporated that the Issuer appoints to act as
Reference Treasury Dealer from time to time and their respective successors;
provided,
however,
that if
any of the foregoing ceases to be a primary dealer of U.S. government securities
in New York City, the Issuer will substitute therefor another primary dealer
of
U.S. government securities.
“Reference
Treasury Dealer Quotations”
means,
with respect to each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by
such
Reference Treasury Dealer at 5:00 p.m. New York City time on the third
(3rd)
Business
Day preceding such Redemption Date.
“Regular
Record Date”
means,
with respect to each Interest Payment Date, the close of business on the
respective March 13 and September 13 (whether or not a Business Day) prior
to
such Interest Payment Date.
“Security
Register”
means
the register, in such office as the Issuer shall keep at the Corporate Trust
Office of the Trustee or in any office or agency to be maintained by the Issuer
in accordance with Section 3.05 of the Original Indenture, in which the
Issuer shall, subject to such reasonable regulations as it may prescribe,
provide for the registration of Securities and of registration of transfers
of
Securities.
“Treasury
Rate” means, with respect to any Redemption Date, (a) the yield, under the
heading that represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated “H.15
(519)” or any successor publication that is published weekly by the Board of
Governors of the Federal Reserve System and that establishes yields on actively
traded U.S. Treasury securities adjusted to constant maturity under the caption
“Treasury Constant Maturities,” for the maturity corresponding to the Comparable
Treasury Issue (if no maturity is within three (3) months before or after
the
remaining life (as defined below), yields for the two published maturities
most
closely corresponding to the Comparable Treasury Issue will be determined
and
the Treasury Rate will be interpolated or extrapolated from such yields on
a
straight line basis, rounding to the nearest month); or (b) if such release
(or any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal
to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as
a
percentage of its principal amount) equal to the Comparable Treasury Price
for
such Redemption Date. The Treasury Rate shall be calculated on the third
(3rd)
Business Day preceding the Redemption Date.
-4-
SECTION
1.03 Payment
of Principal and Interest.
(1) If
any
Interest Payment Date or Maturity date is not a Business Day, the payment
of
principal or interest, as applicable, will be made on the next succeeding
Business Day. No interest will accrue on the amount so payable for the period
from such Interest Payment Date or Maturity date, as the case may be, to
the
next succeeding business day. “Business Day” means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in New York, New York are
authorized or obligated by law to close.
(2) Payments
of principal of, premium, if any, and interest on the Notes represented by
a
Global Security shall be made by wire transfer of immediately available funds
to
the Holder of such Global Security; provided,
however,
that in
the case of payments of principal and premium, if any, such Global Security
is
first surrendered to the Paying Agent. If any of the Notes are no longer
represented by a Global Security, (i) payments of principal, premium, if
any, and interest due at the Stated Maturity or on a Redemption Date, if
any,
shall be made at the office of the Paying Agent upon surrender of such Notes
to
the Paying Agent and (ii) payments of interest shall be made, at the option
of the Issuer, subject to such surrender where applicable, (A) by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or (B) by wire transfer at such place and
to such account at a banking institution in the United States as may be
designated in writing to the Trustee at least sixteen (16) days prior to
the
date for payment by the Person entitled thereto.
(3) The
Trustee shall initially serve as the Paying Agent with respect to the Notes,
with the Place of Payment initially being the Corporate Trust
Office.
SECTION
1.04 Global
Securities.
The
Notes shall initially be issued in the form of one or more Global Securities
registered in the name of a nominee of the Depositary. Except under the limited
circumstances described below, Notes represented by such Global Security
or
Global Securities shall not be exchangeable for, and shall not otherwise
be
issuable as, Notes in definitive form. The Global Securities described above
may
not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or to a successor Depositary or its nominee or
by the
Depositary or any such nominee to a successor Depositary or a nominee of
such
successor Depositary, unless and until this Security is exchanged in whole
or in
part for Securities in definitive form.
Subject
to
the procedures of the Depositary, a Global Security shall be exchangeable
for
the Notes registered in the names of persons other than the Depositary or
its
nominee only if (i) the Depositary notifies the Trustee and the Issuer that
it is no longer willing or able to properly discharge its responsibilities
as a
Depositary for such Global Security and no qualified successor Depositary
shall
have been appointed by the Issuer within ninety (90) days of receipt by the
Issuer of such notification, or if at any time the Depositary ceases to be
a
clearing agency registered under the Exchange Act at a time when the Depositary
is required to be so registered to act as such Depositary and no qualified
successor Depositary shall have been appointed by the Issuer within ninety
(90)
days after it becomes aware of such cessation, (ii) the Issuer executes and
delivers to the Trustee an Issuer Order stating that the Issuer elects to
terminate the book-entry system through the Depositary, or (iii) there
shall have occurred and be continuing an Event of Default with respect to
the
Global Security. Any Global Security that is exchangeable pursuant to the
preceding sentence shall be exchangeable for the Notes as provided in the
Original Indenture.
-5-
SECTION
1.05 Redemption.
(1) The
Issuer
shall mail notice of redemption not less than 30 nor more than 60 days
prior to the Redemption Date, to each Holder of the Notes to be redeemed.
Notwithstanding Section 12.04 of the Original Indenture, the notice of
redemption with respect to the foregoing redemption need not set forth the
Redemption Price or an estimate thereof, but only the appropriate calculation
thereof. The Issuer shall deliver to the Trustee an Officer’s Certificate
setting forth the Redemption Price with respect to the foregoing redemption
no
later than five (5) Business Days prior to the date on which notice of
redemption is to be mailed.
(2) On
the
Redemption Date, and from and after such date (unless the Issuer shall default
in the payment of the Redemption Price and accrued interest) such Notes shall
cease to bear interest.
(3) Section 12.03
(Selection by Trustee of Securities to Be Redeemed) of the Original Indenture
is
hereby amended and restated in its entirety as follows:
If
less
than all the Notes are to be redeemed, the particular Notes to be redeemed
shall
be selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Notes of such series not previously called
for
redemption, (i) if the Notes are listed on any securities exchange, in
accordance with the requirements of such exchange or (ii) if the Notes are
not so listed, by any method as the Trustee shall deem fair and appropriate,
and
which may provide for the selection for redemption of portions (equal to
the
minimum authorized denomination for Notes of that series or any integral
multiple thereof) of the principal amount of Notes of such series of a
denomination larger than the minimum authorized denomination for Notes of
that
series; provided,
however,
that
Notes of such series registered in the name of the Issuer shall be excluded
from
any such selection for redemption until all Notes of such series not so
registered shall have been previously selected for redemption.
The
Trustee shall promptly notify the Issuer in writing of the Notes selected
for
redemption and, in the case of any Notes selected for partial redemption,
the
principal amount thereof to be redeemed.
For
all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Notes shall relate, in the case
of any
Notes redeemed or to be redeemed only in part, to the portion of the principal
amount of such Notes which has been or is to be redeemed.
-6-
SECTION
1.06 Additional
Covenants.
The
following shall be additional covenants to the covenants set forth in the
Original Indenture for the benefit of the Notes only and shall be effective
only
so long as the Notes are outstanding:
(1) Limitation
on Liens.
The
Parent Guarantor shall not, and shall not permit any of its subsidiaries
to,
directly or indirectly, incur or suffer to exist any Lien, other than a
Permitted Lien (an “Initial
Lien”),
securing Indebtedness upon any Capital Stock of any Significant Subsidiary
of
the Parent Guarantor that is owned, directly or indirectly, by the Parent
Guarantor or any of its subsidiaries, in each case whether owned at the date
of
the original issuance of the Notes or thereafter acquired, or any interest
therein or any income or profits therefrom unless it has made or will make
effective provision whereby the Outstanding Notes will be secured by such
Lien
equally and ratably with (or prior to) all other Indebtedness of the Parent
Guarantor or any subsidiary secured by such Lien. Any
Lien
created for the benefit of the Holders of the Notes pursuant to the preceding
sentence shall provide by its terms that such Lien will be automatically
and
unconditionally released and discharged upon release and discharge of the
Initial Lien.
“Permitted
Lien” means a Lien on the Capital Stock of a Significant Subsidiary to secure
Indebtedness incurred to finance the purchase price of such Capital Stock;
provided
that any
such Lien may not extend to any other property of the Parent Guarantor or
any
other subsidiary of the Parent Guarantor; and provided
further
that such
Indebtedness matures within 180 days from the date such Indebtedness was
incurred.
(2) Limitation
on Dispositions of Significant Subsidiaries.
The
Parent Guarantor shall not, and shall not permit any of its subsidiaries
to,
directly or indirectly, sell, transfer or otherwise dispose of, and will
not
permit any Significant Subsidiary to issue, any Capital Stock of any Significant
Subsidiary. Notwithstanding the foregoing limitation, (a) the Parent
Guarantor and its subsidiaries may sell, transfer or otherwise dispose of,
and
any Significant Subsidiary may issue, any such Capital Stock to any subsidiary
of the Parent Guarantor, (b) any subsidiary of the Parent Guarantor may
sell, transfer or otherwise dispose of, and any Significant Subsidiary may
issue, any such securities to the Parent Guarantor or another subsidiary
of the
Parent Guarantor, (c) the Parent Guarantor and its subsidiaries may sell,
transfer or otherwise dispose of, and any Significant Subsidiary may issue,
any
such Capital Stock if the consideration received is at least equal to the
fair
market value (as determined by the board of directors of the Parent Guarantor
acting in good faith) of such Capital Stock, and (d) the Issuer and its
subsidiaries may sell, transfer or otherwise dispose of, and any Significant
Subsidiary may issue, any such securities if required by law or any regulation
or order of any governmental or regulatory authority. Notwithstanding the
foregoing, the Parent Guarantor may merge or consolidate any of its Significant
Subsidiaries into or with another one of its Significant Subsidiaries and
may
otherwise convey, transfer or lease its properties and assets pursuant to
Article NINE of the Original Indenture.
-7-
SECTION
1.07 Interest
Rate Adjustment.
The
interest rate payable on the Notes will be subject to adjustment from time
to
time if either Xxxxx’x Investors Service, Inc. (“Moody’s”,
which
term shall include any successor thereto) or Standard & Poor’s Rating
Services, a division of XxXxxx-Xxxx, Inc. (“S&P”,
which
term shall include any successor thereto and together with Moody’s, each a
“Rating Agency”), downgrades (or subsequently upgrades) the debt rating
applicable to the Notes (a “rating”)
as set
forth below.
If
the
rating from Xxxxx’x is decreased to a rating set forth in the immediately
following table, the interest rate on the Notes will increase from that set
forth in section 1.01(a)(7) above by the percentage set forth opposite that
rating:
|
Rating
|
Percentage
|
|
Ba1
|
.25%
|
|
Ba2
|
.50%
|
|
Ba3
|
.75%
|
|
B1
or below
|
1.00%
|
If
the
rating from S&P is decreased to a rating set forth in the immediately
following table, the interest rate on the Notes will increase from that set
forth in section 1.01(a)(7) above by the percentage set forth opposite that
rating:
|
Rating
|
Percentage
|
|
BB+
|
.25%
|
|
BB
|
.50%
|
|
BB-
|
.75%
|
|
B+
or below
|
1.00%
|
If,
following an interest rate adjustment, Moody’s or S&P subsequently increases
or decreases its rating to any of the threshold ratings set forth above,
the
interest rate of the Notes will be increased or decreased such that the interest
rate for the Notes equals the interest rate set forth in section 1.01(a)(7)
above plus (1) the interest rate adjustment, if any, then in effect
resulting from an increase or decrease in the other Rating Agency’s rating and
(2) the percentage set forth opposite the applicable rating from the
applicable table above for the Rating Agency that increased or decreased
its
rating. Each adjustment required by any decrease or increase in a rating
set
forth above, whether occasioned by the action of Moody’s or S&P, shall be
made independent of any and all other adjustments. In no event shall
(1) the interest rate on the Notes be reduced to below the interest rate
set forth in section 1.01(a)(7) above, and (2) the total increase in the
interest rate on the Notes exceed 2.00% above the interest rate set forth
in
section 1.01(a)(7) above. If, following an interest rate adjustment, Moody’s
increases its rating to Baa3 or higher and S&P increases its rating to BBB-
or higher, the interest rate on the Notes will remain at, or be decreased
to, as
the case may be, the interest rate set forth in section 1.01(a)(7) above
and no
subsequent downgrades in a rating shall result in an adjustment of the interest
rate on the Notes as provided herein.
-8-
If
either
Moody’s or S&P ceases to provide a rating, any subsequent increase or
decrease in the interest rate on the Notes necessitated by a reduction or
increase in the rating by the Rating Agency continuing to provide the rating
shall be twice the percentage set forth in the applicable table above, and
the
required ratings increase set forth in the last sentence of the preceding
paragraph shall only apply to the Rating Agency continuing to provide the
rating. No adjustments in the interest rate on the Notes shall be made solely
as
a result of either Moody’s or S&P (but not both) ceasing to provide a
rating. If both Moody’s and S&P cease to provide a rating, the interest rate
on the Notes will increase to, or remain at, as the case may be, 2.00% above
the
interest rate set forth in section 1.01(a)(7) above.
Any
interest rate increase or decrease, as described above, will take effect
from
the first day of the Interest Period during which a rating change requires
an
adjustment in the interest rate.
The
Issuer
will notify the Trustee promptly of any interest rate adjustment.
SECTION
1.08 Additional
Amounts.
With
respect to any payments made by a Guarantor in respect of its Guarantee of
the
Notes that is organized other than under the laws of the United States, any
state thereof or the District of Columbia, the Guarantor will make all payments
of principal of, premium, if any, and interest on (whether on scheduled payment
dates or upon acceleration) and the Redemption Price, if any, payable in
respect
of any Note without deduction or withholding for or on account of any present
or
future tax, duty, levy, import, assessment or governmental charge (including
penalties, interest and other liabilities related thereto) (“Taxes”)
imposed
or levied by or on behalf of the jurisdiction of organization of such Guarantor
or any political subdivision thereof or taxing authority therein (“Taxing
Jurisdiction”),
upon
or as a result of such payments, unless required by law or by the official
interpretation or administration thereof.
To
the
extent that any such Taxes are so levied or imposed, the Guarantor will,
subject
to the exceptions and limitations set forth below, pay such additional amounts
(“Additional
Amounts”)
to a
Holder of the Notes in order that every net amount received by each Holder
(including additional amounts), after withholding for or on account of such
Taxes imposed upon or as a result of such payment, will not be less than
the
amount provided for in the Notes to be then due and payable.
As
used
herein and for purposes of the Indenture and the Notes, any reference to
the
principal of and interest on the Notes and the Redemption Price, if any,
shall
be deemed to include a reference to any related Additional Amounts payable
in
respect of such amounts.
SECTION
1.09 Events
of Default.
Section 6.01 of the Original Indenture setting forth the “Events of
Default” is hereby amended and restated in its entirety as follows:
-9-
“Event
of
Default,” whenever used herein with respect to the Notes, means any one of the
following events (whatever the reason for such Event of Default and whether
it
shall be voluntary or involuntary or be affected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):
(1)
a
default
in payment of interest (including Additional Amounts) upon any Note of such
series when it becomes due and payable, and continuance of such default for
a
period of 30 days; or
(2)
a
default
in the payment of the principal of any Note of such series at its Maturity;
or
(3)
a
default
in the performance, or breach, of any covenant of the Issuer or any Guarantor
(other than a covenant a default whose performance or whose breach is elsewhere
in this Section specifically dealt with or which has been expressly included
in
the Indenture solely for the benefit of debt Securities other than the Notes),
and continuance of such default or breach for a period of 60 days after
there has been given, by registered or certified mail, to the Issuer or any
Guarantor by the Trustee or to the Issuer or any Guarantor and the Trustee
by
the Holders of at least 25% in principal amount of the Outstanding Notes
a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder; or
(4)
a
default
under any Indebtedness by the Issuer, any Guarantor or any of their respective
subsidiaries that results in acceleration of the maturity of such Indebtedness,
or failure to pay any such Indebtedness at maturity, in an aggregate amount
greater than $25.0 million or its foreign currency equivalent at the time;
or
(5)
the
entry
by a court having jurisdiction in the premises of (A) a decree or order for
relief in respect of the Parent Guarantor, the Issuer or any Significant
Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy
Law or (B) a decree or order adjudging the Parent Guarantor, the Issuer or
any Significant Subsidiary a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition
of or in respect of the Parent Guarantor, the Issuer or any Significant
Subsidiary under any applicable federal or state law, or appointing a Custodian
of the Parent Guarantor, the Issuer or any Significant Subsidiary or of any
substantial part of their property, or ordering the winding up or liquidation
of
its affairs, and the continuance of any such decree or order for relief or
any
such other decree or order unstayed and in effect for a period of
90 consecutive days; or
(6)
the
commencement by the Issuer or any Significant Subsidiary of a voluntary case
or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to
be
adjudicated a bankrupt or insolvent, or the consent by it to the entry of
a
decree or order for relief in respect of the Parent Guarantor, the Issuer
or the
Issuer or any Significant Subsidiary in an involuntary case or proceeding
under
any applicable federal or state bankruptcy, insolvency, reorganization or
other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable federal or state law,
or
the consent by it to the filing of such petition or to the appointment of
or
taking possession by a Custodian of the Issuer or any Significant Subsidiary
of
any substantial part of its property, or the making by it of an assignment
for
the benefit of creditors, or the admission by it in writing of its inability
to
pay its debts generally as they become due, or the taking of corporate action
by
the Parent Guarantor, the Issuer or any Significant Subsidiary in furtherance
of
any such action, or the taking of any comparable action under any foreign
laws
relating to insolvency; or
-10-
(7)
any
Guarantee shall for any reason cease to be, or shall for any reason be asserted
in writing by any Guarantor not to be, in full force and effect and enforceable
in accordance with its terms.
Section
7.02 (Notice of Defaults) of the Original Indenture is hereby amended and
restated in its entirety as follows:
Within
60 days after the occurrence of any default hereunder with respect to the
Notes, the Trustee shall transmit by mail to all Holders of Notes, as their
names and addresses appear in the Security Register, notice of such default
hereunder known to the Trustee, unless such default shall have been cured
or
waived; provided,
however,
that,
except in the case of a default in the payment of the principal of, premium,
if
any, or interest on any Note or in the payment of any sinking fund or analogous
obligation installment with respect to the Notes, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors or Responsible Officers
of
the Trustee in good faith determines that the withholding of such notice
is in
the interest of the Holders of Notes; and provided,
further,
that in
the case of any default of the character specified in Section 6.01(3) with
respect to the Notes, no such notice to Holders shall be given until at least
30 days after the occurrence thereof. For the purpose of this Section, the
term “default” means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to the Notes.
ARTICLE
II
Miscellaneous
Provisions
-11-
SECTION
2.02 Adoption,
Ratification and Confirmation.
The
Original Indenture, as supplemented and amended by this Supplemental Indenture,
is in all respects hereby adopted, ratified and confirmed, and this Supplemental
Indenture shall be deemed part of the Original Indenture in the manner and
to
the extent herein and therein provided. The provisions of this Supplemental
Indenture shall, subject to the terms hereof, supersede the provisions of
the
Original Indenture to the extent the Original Indenture is inconsistent
herewith.
SECTION
2.03 Counterparts.
This
Supplemental Indenture may be executed in any number of counterparts, each
of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
SECTION
2.04 Governing
Law.
THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW RULES
OF
SAID STATE.
SECTION
2.10 The
Trustee. The
Trustee shall not be responsible in any manner whatsoever for or in respect
of
the validity or sufficiency of this Supplemental Indenture or for or in respect
of the recitals contained herein, all of which are made solely by the Issuer
and
Guarantors.
-12-
IN
WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the day and year first above written.
|
Xxxxxx
North America Inc.
|
|||
|
By:
|
|||
|
Name: Xxxxx
Xxxxx
|
|||
|
Title: Chief
Financial Officer
|
|||
|
Xxxxxx
Group Holdings Limited
|
|||
|
By:
|
|||
|
Name:
Xxxxxxx
X. Xxxxx
|
|||
|
Title:
Group
Chief Financial Officer
|
|||
|
TA
I
Limited
|
|||
|
By:
|
|||
|
Name:
Xxxxxxx
X. Xxxxx
|
|||
|
Title:
Director
|
|||
|
XX
XX Limited
|
|||
|
By:
|
|||
|
Name:
Xxxxxxx
X. Xxxxx
|
|||
|
Title:
Director
|
|||
|
TA
III Limited
|
|||
|
By:
|
|||
|
Name:
Xxxxxxx
X. Xxxxx
|
|||
|
Title:
Director
|
|||
|
Trinity
Acquisition Limited
|
|||
|
By:
|
|||
|
Name:
Xxxxxxx
X. Xxxxx
|
|||
|
Title:
Director
|
|||
|
XX
XX Limited
|
|||
|
By:
|
|||
|
Name:
Xxxxxxx
X. Xxxxx
|
|||
|
Title:
Director
|
|||
|
Xxxxxx
Group Limited
|
|||
|
By:
|
|||
|
Name:
Xxxxxxx
X. Xxxxx
|
|||
|
Title:
Director
|
|||
|
The
Bank Of New York,
as
Trustee
|
|||
|
By:
|
|||
|
Name:
Xxxxxxx Xxxxxxxxxx
|
|||
|
Title:
|
|||
Exhibit
A
[FORM
OF FACE OF NOTE]
THIS
NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,
THIS
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
XXXXXX
NORTH AMERICA INC.
6.200%
Senior Notes
due
2017
CUSIP
No.:
000000XX0
ISIN
No.:
US970648AD31
|
No.
|
US$
|
XXXXXX
NORTH AMERICA INC., a corporation duly organized and existing under the laws
of
Delaware (herein called the “Issuer”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or its registered assigns, the principal
sum of $[●] on March 28, 2017, and to pay interest thereon from
March 28, 2007 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on March 28 and
September 28 in each year, commencing September 28, 2007, at the rate
of 6.200% per annum (subject to adjustment as set forth in Section 1.07 of
the
Second Supplemental Indenture), until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be March 13 or September 13 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and
may
either be paid to the Person in whose name this Note is registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of Notes
of
this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes of this series may
be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.
Payment
of
the principal of (and premium, if any) and interest on this Note will be made
at
the office or agency of the Issuer maintained for that purpose in the City
and
State of New York, or at such other agency as the Issuer may determine, in
such
coin or currency of the United States of America as at the time of payment
is
legal tender for payment of public and private debts by wire transfer or check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register relating to the Notes; provided,
however,
that at
the option of the Issuer payment of interest may be made by check mailed to
the
address of the Person entitled thereto as such address shall appear in the
Security Register. Notwithstanding the foregoing, payment of any amount payable
in respect of a Global Security will be made in accordance with the applicable
procedures of the Depositary.
The
Trustee shall act as Paying Agent with respect to the Notes of this series.
Reference
is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect
as
if set forth at this place.
Unless
the
certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof by manual signature, this Note shall not be entitled
to
any benefit under the Indenture or be valid or obligatory for any
purpose.
IN
WITNESS
WHEREOF, the Issuer has caused this instrument to be duly executed as of the
date first written above.
|
Xxxxxx
North America Inc.
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
|
Attest:
|
|||
| Name: |
|
|||
| Title: |
|
|||
TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This
is
one of the Securities of the series designated therein issued under the
within-mentioned Indenture.
|
Dated:
|
The
Bank of New York
|
|
|
as
Trustee
|
||
|
By:
|
||
|
Authorized
Officer
|
||
[FORM
OF
REVERSE OF NOTE]
XXXXXX
NORTH AMERICA INC.
6.200%
Senior Notes due 2017
This
Note
is one of a duly authorized issue of securities of the Issuer (herein called
the
“Notes”), issued and to be issued in one or more series under an Indenture,
dated as of July 1, 2005, (herein called the “Original Indenture”), as
supplemented by the First Supplemental Indenture, dated as of July 1, 2005
(herein called the “First Supplemental Indenture”) and the Second Supplemental
Indenture, dated as of March 28, 2007 (herein called the “Second
Supplemental Indenture”) (such Indenture, together with such First Supplemental
Indenture and the Second Supplemental Indenture, the “Indenture”), between the
Issuer, Xxxxxx Group Holdings Limited, TA I Limited, XX XX Limited, TA III
Limited, Trinity Acquisition Limited, XX XX Limited, Xxxxxx Group Limited (each,
a “Guarantor,” and collectively, the “Guarantors”) and The Bank of New York
(as successor to JPMorgan Chase Bank, N.A.), as Trustee (herein called the
“Trustee,” which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Issuer,
the Guarantors, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note
is
one of the series designated on the face hereof.
With
respect to any payments made by a Guarantor that is organized other than under
the laws of the United States, any state thereof or the District of Columbia,
the Guarantor will make all payments of principal of (and premium, if any)
and
interest on (whether on scheduled payment dates or upon acceleration) and the
Redemption Price, if any, payable in respect of any Note without deduction
or
withholding for or on account of any present or future tax, duty, levy, import,
assessment or governmental charge (including penalties, interest and other
liabilities related thereto) (“Taxes”) imposed or levied by or on behalf of the
jurisdiction of organization of such Guarantor or any political subdivision
thereof or taxing authority therein (“Taxing Jurisdiction”), upon or as a result
of such payments, unless required by law or by the official interpretation
or
administration thereof.
To
the
extent that any such Taxes are so levied or imposed, the Guarantor will, subject
to the exceptions and limitations set forth below, pay such additional amounts
(“Additional Amounts”, which term shall have the meaning assigned to it in the
Indenture) to a Holder of the Notes in order that every net payment of the
principal of and interest on the Notes and the Redemption Price, if any, payable
in respect of the Notes, after withholding for or on account of such Taxes
imposed upon or as a result of such payment, will not be less than the amount
provided for in the Notes to be then due and payable.
Wherever
in this Note or the Indenture there is mentioned, in any context, the payment
of
principal (and premium, if any), interest or any other amount payable under
or
with respect to the Notes, such mention shall be deemed to include mention
of
the payment of additional amounts to the extent that, in such context additional
amounts are, were or would be payable in respect thereof.
The
Issuer
may, from time to time, without notice to or the consent of the Holders of
the
Notes, increase the principal amount of the Notes under the Indenture and issue
such increased principal amount (or any portion thereof), in which case any
additional Notes so issued will have the same form and terms (other than the
date of issuance and, under certain circumstances, the date from which interest
thereon will begin to accrue), and will carry the same right to receive accrued
and unpaid interest, as the Notes of such series previously issued, and such
additional Notes will form a single series with the previously issued Notes
of
such series, including for voting purposes.
No
sinking
fund is provided for the Notes. The Notes of this series are subject to
redemption upon not less than 30 nor more than 60 days’ notice given as
provided in the Indenture, as a whole at any time, or in part from time to
time,
at the election of the Issuer, at the Redemption Price, which shall be equal
to
the greater of (i) 100% of the principal amount of the Notes to be redeemed
and (ii) the sum of the present values of the remaining scheduled payments
of principal and interest thereon (exclusive of interest accrued to such
Redemption Date) discounted to such Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 25 basis points, plus, in either case, accrued and unpaid
interest on the principal amount being redeemed to such Redemption
Date.
In
the
case of any such redemption, the Issuer will also pay accrued and unpaid
interest, if any, to the redemption date.
The
definitions of certain terms used in the paragraph above are listed
below.
“Comparable
Treasury Issue” means the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the remaining
term of the Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term
of the Notes.
“Comparable
Treasury Price” means, with respect to any Redemption Date for the Notes,
(1) the average of five Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest Reference Treasury
Dealer Quotations, or (2) if the Independent Investment Banker obtains
fewer than five such Reference Treasury Dealer Quotations, the average of all
such quotations.
“Independent
Investment Banker” means one of the Reference Treasury Dealers that the Issuer
appoints to act as the Independent Investment Banker from time to
time.
“Reference
Treasury Dealer” means one or more of Citigroup Global Markets Inc.,
X.X. Xxxxxx Securities Inc. and Xxxxxx Xxxxxxx & Co. Incorporated that
the Issuer appoints to act as a Reference Treasury Dealer from time to time
and
their respective successors; provided,
however,
that if
any of the foregoing ceases to be a primary dealer of U.S. government securities
in New York City, the Issuer shall substitute therefore another primary dealer
of U.S. government securities.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the trustee,
of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the
Independent Investment Banker at 5:00 p.m., New York City time, on the
third business day preceding such redemption date.
“Treasury
Rate” means, with respect to any Redemption Date: (a) the yield, under the
heading that represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated “H.15
(519)” or any successor publication that is published weekly by the Board of
Governors of the Federal Reserve System and that establishes yields on actively
traded U.S. Treasury securities adjusted to constant maturity under the caption
“Treasury Constant Maturities,” for the maturity corresponding to the Comparable
Treasury Issue (if no maturity is within three months before or after the
remaining life (as defined below), yields for the two published maturities
most
closely corresponding to the Comparable Treasury Issue will be determined and
the Treasury Rate will be interpolated or extrapolated from such yields on
a
straight line basis, rounding to the nearest month); or (b) if such release
(or any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal
to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price
for
such Redemption Date. The Treasury Rate will be calculated on the third business
day preceding the Redemption Date.
In
the
event of redemption of this Note in part only, a new Note or Notes 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
Issuer
shall mail notice of redemption not less than 30 nor more than 60 days
prior to the Redemption Date, to each Holder of Notes to be redeemed, all as
provided in the Indenture.
The
Indenture contains provisions for defeasance at any time of the entire
Indebtedness of this Note or certain restrictive covenants and Events of Default
with respect to this Note, in each case upon compliance with certain conditions
set forth in the Indenture.
If
an
Event of Default with respect to Notes of this series shall occur and be
continuing, the principal of the Notes of this series may be declared due and
payable in the manner and with the effect provided in the
Indenture.
The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and
the
rights of the Holders of the Notes of each series to be affected under the
Indenture at any time by the Issuer and the Trustee with the consent of the
Holders of not less than a majority in principal amount of the Notes at the
time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Notes of each series at the time Outstanding, on behalf of the Holders
of
all Notes of such series, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent
or
waiver is made upon this Note.
As
provided in and subject to the provisions of the Indenture, the Holder of this
Note shall not have the right to institute any proceeding with respect to the
Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Notes of
this series, the Holders of not less than a majority in principal amount of
the
Notes 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 Notes 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 Note for the enforcement
of
any payment of principal hereof (or premium, if any) or interest hereon on
or
after the respective due dates expressed herein.
No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and any premium and interest on
this
Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Note is registrable in the Security Register, upon
surrender of this Note for registration of transfer at the office or agency
of
the Issuer in any place where the principal of and any premium and interest
on
this Note are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Issuer and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing,
and
thereupon one or more new Notes 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
Notes
of this series are issuable only in registered form without coupons in
denominations of US $2,000 or any integral multiple of $1,000 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Notes of this series are exchangeable for a like aggregate principal
amount of Notes 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
Issuer or the Trustee 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 Note for registration of transfer, the Issuer, the
Trustee and any agent of the Issuer or the Trustee may treat the Person in
whose
name this Note is registered as the owner hereof for all purposes, whether
or
not this Note be overdue, and neither the Issuer, the Trustee nor any such
agent
shall be affected by notice to the contrary.
All
terms
used in this Note that are defined in the Indenture shall have the meaning
assigned to them in the Indenture.
