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EXHIBIT 4
UNIVERSAL CORPORATION
TO
CHEMICAL BANK Trustee
------------------------
INDENTURE
Dated as of February 1, 1991
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Senior Securities
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UNIVERSAL CORPORATION
Certain Sections of this Indenture relating to
Sections 310 through 318 of the Trust Indenture
Act of 1939:
Indenture
TIA Section Sections
----------- ---------
ss. 310(a)(1)................................................ 609
(a)(2)................................................ 609
(a)(3)................................................ Not Applicable
(a)(4)................................................ Not Applicable
(b)................................................ 608
ss. 311(a)................................................... 613(a)
................................................... 703(b)
ss. 312(a)................................................... 701
................................................... 702(a)
(b)................................................... 702(b)
(c)................................................... 702(c)
ss. 313(a)................................................... 703(a), 703(b)
(b)................................................... 703(a), 703(b)
(c)................................................... 703(b)
(d)................................................... 703(c)
ss. 314(a)................................................... 704
(b)................................................... Not Applicable
(c)(1)................................................ 102
(c)(2)................................................ 102
(c)(3)................................................ Not Applicable
(d)................................................... Not Applicable
(e)................................................... 102
ss. 315(a)................................................... 601
(b)................................................... 602
................................................... 703(a), 703(b)
(d)(1)................................................ 601
(d)(2)................................................ 601
(d)(3)................................................ 601
(e)................................................... 514
ss. 316(a) .................................................. 101
(a)(1)(A)............................................. 502
................................................... 512
(a)(1)(B)............................................. 513
(a)(2)................................................ Not Applicable
(b)................................................... 508
ss. 317(a)(1)................................................ 503
(a)(2)................................................ 504
(b)................................................... 1003
ss. 318(a)................................................... 108
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NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Indenture.
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TABLE OF CONTENTS
Parties.......................................................................1
Recitals of the Company.......................................................1
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 101. Definitions
"Act"................................................................2
"Affiliate"..........................................................2
"Authenticating Agent"...............................................2
"Authorized Newspaper"...............................................2
"Bearer Security"....................................................2
"Board of Directors".................................................2
"Board Resolution"...................................................2
"Book-Entry Security"................................................2
"Business Day".......................................................3
"Capitalized Lease"..................................................3
"Cedel S.A.".........................................................3
"Commission".........................................................3
"Common Depositary"..................................................3
"Company"............................................................3
"Company Request" or "Company Order".................................3
"Consolidated Net Tangible Assets"...................................3
"Corporate Trust Office".............................................3
"corporation"........................................................3
"coupon".............................................................3
"Debt"...............................................................3
"Defaulted Interest".................................................4
"Dollar" or "$"......................................................4
"Euroclear Operator".................................................4
"Euro-Security"......................................................4
"Event of Default"...................................................4
"Exchange Date"......................................................4
"Federal Bankruptcy Act".............................................4
"Funded Debt"........................................................4
"Holder".............................................................4
"Indebtedness".......................................................4
"Indenture"..........................................................4
"interest"...........................................................4
"Interest Payment Date"..............................................5
"Liens"..............................................................5
"Maturity"...........................................................5
"Obligation".........................................................5
"Officer"............................................................5
"Officers' Certificate"..............................................5
"Opinion of Counsel".................................................5
"Original Issue Discount Security"...................................5
"Outstanding"........................................................5
"Paying Agent".......................................................6
"Periodic Offering"..................................................6
"Person".............................................................6
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"Place of Payment"...................................................6
"possessions"........................................................7
"Predecessor Security"...............................................7
"Principal Property".................................................7
"Redemption Date"....................................................7
"Redemption Price"...................................................7
"Registered Security"................................................7
"Regular Record Date"................................................7
"Restricted Period"..................................................7
"Restricted Subsidiaries"............................................7
"Securities".........................................................8
"Security Register" and "Security Registrar".........................8
"Special Record Date"................................................8
"Stated Maturity"....................................................8
"Subsidiary".........................................................8
"Trustee"............................................................8
"Trust Indenture Act"................................................8
"United States"......................................................8
"United States Alien"................................................8
"Universal Leaf......................................................8
"U.S. Depository"....................................................9
"U.S. Government Obligations"........................................9
"Vice President".....................................................9
"Voting Stock".......................................................9
Section 102. Compliance Certificates and Opinions..........................9
Section 103. Form of Documents Delivered to Trustee.......................10
Section 104. Acts of Holders; Record Dates................................10
Section 105. Notices, Etc.. to Trustee and Company........................12
Section 106. Notice to Holders or Securities; Waiver......................13
Section 107. Language of Notices, Etc. ...................................14
Section 108. Conflict with Trust Indenture Act............................14
Section 109. Effect of Headings and Table of Contents.....................14
Section 110. Successors and Assigns.......................................14
Section 111. Separability Clause..........................................14
Section 112. Benefits of Indenture........................................14
Section 113. Governing Law................................................14
Section 114. Legal Holidays...............................................15
ARTICLE TWO
SECURITY FORMS
Section 201. Forms Generally..............................................15
Section 202. Form of Trustee's Certificate of Authentication..............16
Section 203. Securities in Global Form....................................16
Section 204. Form of Legend for Book-Entry Securities.....................17
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NOTE: This table of contents shall not, for any purpose, be deemed to be a part
of the Indenture.
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ARTICLE THREE
THE SECURITIES
Section 301. Amount Unlimited; Issuable in Series.........................17
Section 302. Denominations................................................20
Section 303. Execution, Authentication, Delivery and Dating...............20
Section 304. Temporary Securities.........................................23
Section 305. Registration, Registration of Transfer and Exchange..........25
Section 306. Mutilated, Destroyed, Lost and Stolen Securities
and Coupons...............................................28
Section 307. Payment of Interest; Interest Rights Preserved...............29
Section 308. Persons Deemed Owners........................................31
Section 309. Cancellation.................................................31
Section 310. Computation of Interest......................................32
Section 311. Judgments in Respect of Specified Currency...................32
ARTICLE FOUR
SATISFACTION AND DISCHARGE
Section 401. Satisfaction and Discharge of Indenture......................32
Section 402. Application of Trust Money...................................34
ARTICLE FIVE
REMEDIES
Section 501. Events of Default............................................34
Section 502. Acceleration of Maturity; Rescission and Annulment...........35
Section 503. Collection of Indebtedness and Suits for
Enforcement by Trustee....................................36
Section 504. Trustee May File Proofs of Claim.............................37
Section 505. Trustee May Enforce Claims Without Possession of
Securities or Coupons.....................................37
Section 506. Application of Money Collected...............................37
Section 507. Limitation on Suits..........................................38
Section 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest......................................38
Section 509. Restoration of Rights and Remedies...........................39
Section 510. Rights and Remedies Cumulative...............................39
Section 511. Delay or Omission Not Waiver.................................39
Section 512. Control by Holders of Securities.............................39
Section 513. Waiver of Past Defaults......................................40
Section 514. Undertaking for Costs........................................40
Section 515. Waiver of Stay or Extension Laws.............................40
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ARTICLE SIX
THE TRUSTEE
Section 601. Certain Duties and Responsibilities...........................41
Section 602. Notice of Defaults............................................41
Section 603. Certain Rights of Trustee.....................................41
Section 604. Not Responsible for Recitals or Issuance of Securities........42
Section 605. May Hold Securities...........................................42
Section 606. Money Held in Trust...........................................43
Section 607. Compensation and Reimbursement................................43
Section 608. Disqualification; Conflicting Interests.......................43
Section 609. Corporate Trustee Required; Eligibility.......................43
Section 610. Resignation and Removal; Appointment of Successor.............44
Section 611. Acceptance of Appointment by Successor........................45
Section 612. Merger, Conversion, Consolidation or Succession to
Business..................................................46
Section 613. Preferential Collection of Claims Against Company.............46
Section 614. Appointment of Authenticating Agent...........................47
ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
Section 701. Company to Furnish Trustee Names and Addresses of Holders.....48
Section 702. Preservation of Information; Communications to Holders........49
Section 703. Reports by Trustee............................................49
Section 704. Reports by Company............................................50
ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Section 801. Company May Consolidate, Etc., Only on Certain Terms..........50
Section 802. Successor Corporation Substituted.............................51
ARTICLE NINE
SUPPLEMENTAL INDENTURES
Section 901. Supplemental Indentures Without Consent of Holders............51
Section 902. Supplemental Indentures with Consent of Holders...............52
Section 903. Execution of Supplemental Indentures..........................53
Section 904. Effect of Supplemental Indentures.............................54
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Section 905. Conformity with Trust Indenture Act...........................54
Section 906. Reference in Securities to Supplemental Indentures............54
ARTICLE TEN
COVENANTS
Section 1001. Payment of Principal, Premium and Interest. ..................54
Section 1002. Maintenance of Office or Agency. .............................54
Section 1003. Money for Securities Payments to be Held in Trust.............56
Section 1004. Statement by Officers as to Default...........................57
Section 1005. Corporate Existence...........................................57
Section 1006. Maintenance of Properties.....................................57
Section 1007. Payment of Taxes and Other Claims.............................58
Section 1008. Limitation on Liens...........................................58
Section 1009. Limitation on Sale and Leaseback Transactions.................59
Section 1010. Additional Amounts............................................60
Section 1011. Waiver of Certain Covenants...................................61
ARTICLE ELEVEN
REDEMPTION OF SECURITIES
Section 1101. Applicability of Article......................................61
Section 1102. Election to Redeem; Notice to Trustee.........................61
Section 1103. Selection by Trustee of Securities to be Redeemed.............61
Section 1104. Notice of Redemption..........................................62
Section 1105. Deposit of Redemption Price...................................63
Section 1106. Securities Payable on Redemption Date.........................63
Section 1107. Securities Redeemed in Part...................................64
ARTICLE TWELVE
SINKING FUNDS
Section 1201. Applicability of Article......................................64
Section 1202. Satisfaction of Sinking Fund Payments with Securities.........65
Section 1203. Redemption of Securities for Sinking Fund.....................65
ARTICLE THIRTEEN
MEETINGS OF HOLDERS OF SECURITIES
Section 1301. Purposes for Which Meetings May be Called.....................65
Section 1302. Call, Notice and Place of Meetings............................65
Section 1303. Persons Entitled to Vote at Meetings..........................66
Section 1304. Quorum; Action................................................66
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Section 1305. Determination of Voting Rights; Conduct and
Adjournment of Meetings...................................67
Section 1306. Counting Votes and Recording Action of Meetings...............68
ARTICLE FOURTEEN
DEFEASANCE AND COVENANT DEFEASANCE
Section 1401. Company's Option to Effect Defeasance or
Covenant Defeasance.......................................69
Section 1402. Defeasance and Discharge......................................69
Section 1403. Covenant Defeasance...........................................69
Section 1404. Conditions to Defeasance or Covenant Defeasance...............70
Section 1405. Deposited Money and U.S. Government Obligations to
be Held in Trust;
Other Miscellaneous Provisions................................72
Testimonials.................................................................72
Signatures and Seals.........................................................73
Exhibit A. Form of Registered Security Which is Not an Original
Issue Discount Security..................................A-1
Exhibit B. Form of Registered Security Which Is an Original
Issue Discount Security..................................B-1
Exhibit C. Form of Bearer Security Which Is Not an Original
Issue Discount Security
and Form of Related Coupon..........................C-1
Exhibit D. Form of Bearer Security Which Is an Original
Issue Discount Security and Form of Related Coupon.......D-1
Exhibit E. Form of Temporary Global Security...............................E-1
Exhibit F. Form of Permanent Global Security...............................F-1
Exhibit G. Forms of Certification..........................................G-1
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INDENTURE, dated as of February 1, 1991, between Universal Corporation,
a corporation duly organized and existing under the laws of the Commonwealth of
Virginia (herein called the "Company"), having its principal office at Hamilton
Street at Broad, Richmond, Virginia 23230, and Chemical Bank, a banking
corporation duly organized and existing under the laws of the State of New York,
as trustee (herein called the "Trustee").
RECITALS OF THE COMPANY
The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.
All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed and covenanted, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof, as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
Section 101. Definitions.
For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:
(1) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the
singular;
(2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;
(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted
accounting principles in the United States of America, and, except as
otherwise herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation required or
permitted hereunder shall mean such accounting principles as are
generally accepted in the United States of America from time to time;
and
(4) the words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision.
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Certain terms used principally in Article Six are defined in that Article.
"Act", when used with respect to any Holder of a Security, has the
meaning specified in Section 104.
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control", when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.
"Authorized Newspaper" means a newspaper, in the English language or in
an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in the place in connection with which the term is
used or in the financial community of such place. Where successive publications
are required to be made in Authorized Newspapers, the successive publications
may be made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.
"Bearer Security" means any Security in the form set forth in either
Exhibit C, Exhibit D, Exhibit E or Exhibit F to this Indenture or established
pursuant to Section 201 which is payable to bearer.
"Board of Directors" means either the board of directors of the Company
or any duly authorized committee of that board; provided, however, that when
used with respect to Universal Leaf in the definitions of "Board Resolution" and
"Principal Property", "Board of Directors" means either the board of directors
of Universal Leaf or any duly authorized committee of that board.
"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee; provided, however, that when used
with respect to Universal Leaf in the definition of "Principal Property" below,
"Board Resolution" means a copy of a resolution certified by the Secretary or an
Assistant Secretary of Universal Leaf to have been duly adopted by the Board of
Directors of Universal Leaf and to be in full force and effect on the date of
such certification, and delivered to the Trustee.
"Book-Entry Security" means a Security bearing the legend specified in
Section 204, evidencing all or part of a series of Securities, issued to the
U.S. Depository for such series or its nominee, and registered in the name of
such U.S. Depository or nominee. Book-
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Entry Securities shall not be deemed to be securities in global form for
purposes of Sections 201 and 203 and Article Three of the Indenture.
"Business Day", when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment or other location are
authorized or obligated by law or executive order to close.
"Capitalized Lease" means any lease which is, in accordance with
generally accepted accounting principles, capitalized on the balance sheet of
the lessee.
"Cedel S.A." means Centrale de Livraison de Valeurs Mobilieres, S.A.
"Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, or, if
at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.
"Common Depositary" has the meaning specified in Section 304.
"Company "means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.
"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by two Officers or by any Officer and either
an Assistant Treasurer or Assistant Secretary of the Company, and delivered to
the Trustee.
"Consolidated Net Tangible Assets" means shareholders' equity as set
forth on the most recent consolidated balance sheet of Universal Leaf and its
subsidiaries as prepared in accordance with generally accepted accounting
principles less all intangible amounts representing goodwill, trade names,
trademarks and patents.
"Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date of this Indenture is located at Room 1820, 55 Water
Street, New York, New York 10041.
"corporation" means a corporation, association, company, joint-stock
company or business trust.
"coupon" means any interest coupon appertaining to a Bearer Security.
"Debt" means (a) all items of indebtedness for money borrowed and all
Capitalized Leases, whether now existing or hereafter created, and (b) all items
of indebtedness for money borrowed and Capitalized Leases of another which are
guaranteed, directly or
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indirectly, in any manner or are in effect guaranteed through any agreement or
other arrangement, even if not designated as a guarantee, designed to provide
funds for or to secure payment or performance of such indebtedness for money
borrowed or Capitalized Leases of another.
"Defaulted Interest" has the meaning specified in Section 307.
"Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public and private debts.
"Euroclear Operator" means Morgan Guaranty Trust Company of New York,
Brussels office, as the operator of the Euroclear System.
"Euro-Security" means any Bearer Security, any Security initially
represented by a Security in temporary global form exchangeable for Bearer
Securities and any Security in permanent global form exchangeable for Bearer
Securities.
"Event of Default" has the meaning specified in Section 501.
"Exchange Date" has the meaning specified in Section 304.
"Federal Bankruptcy Act" means Title 11 of the United States Code.
"Funded Debt" means all Debt maturing more than one year after the date
of determination thereof and all Debt, regardless of its term, renewable by the
obligor pursuant to the terms thereof for more than one year after the date of
the creation of the Debt which would, in accordance with generally accepted
accounting principles, be classified as long-term debt.
"Holder", when used with respect to any Security, means in the case of
a Registered Security the Person in whose name the Security is registered in the
Security Register and in the case of a Bearer Security the bearer thereof and,
when used with respect to any coupon, means the bearer thereof.
"Indebtedness" has the meaning specified in Section 1008.
"Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be part
of and govern this instrument and any such supplemental indenture, respectively.
The term "Indenture" shall also include the terms of a particular series of
Securities as contemplated by Section 301.
"interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.
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"Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.
"Liens" has the meaning specified in Section 1008.
"Maturity", when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.
"Obligation" means indebtedness for money borrowed or indebtedness
evidenced by a bond, note, debenture or other evidence of indebtedness.
"Officer" means the President and Chief Executive Officer, the
Executive Vice President, any Vice President, the Secretary and General Counsel,
the Treasurer, or the Controller of the Company.
"Officers' Certificate" means a certificate signed by two Officers or
by any Officer and either an Assistant Treasurer or an Assistant Secretary of
the Company, and delivered to the Trustee. One of the officers signing an
Officers' Certificate given pursuant to Section 1004 shall be the principal
executive, financial or accounting officer of the Company.
"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee.
"Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.
"Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:
(i) Securities theretofore cancelled by the Trustee or delivered
to the Trustee for cancellation;
(ii) Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its
own Paying Agent) for the holders of such Securities and any coupons
appertaining thereto; provided that, if such Securities are to be
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redeemed, notice of such redemption has been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee has
been made;
(iii) Securities which have been defeased pursuant to Section
1402 hereof; and
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(iv) Securities which have been paid pursuant to Section 306 or
in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any
such Securities in respect of which there shall have been presented to
the Trustee proof satisfactory to it that such Securities are held by
a bona fide purchaser in whose hands such Securities are valid
obligations of the Company;
provided, however, that in determining whether the Holders of the requisite
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principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Securities (i) the principal amount
of an 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 acceleration of the Maturity thereof
pursuant to Section 502, (ii) the principal amount of a Security denominated in
a foreign currency or currency unit shall be the U.S. dollar equivalent,
determined as of the date of original issuance of such Security in accordance
with Section 301 hereof, of the principal amount of such Security (or, in the
case of an Original Issue Discount Security denominated in a foreign currency or
currency unit, the U.S. dollar equivalent, determined as of the date of original
issuance of such Security of the amount determined as provided in (i) above),
and (iii) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, or upon any such
determination as to the presence of a quorum, only Securities which the Trustee
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.
"Paying Agent" means any Person authorized by the Company to pay the
principal of and any premium and interest on any Securities on behalf of the
Company.
"Periodic Offering" means an offering of Securities of a series from
time to time the specific terms of which Securities, including without
limitation the rate or rates of interest or formula for determining the rate or
rates of interest thereon, if any, the Stated Maturity or Maturities thereof and
the redemption provisions, if any, with respect thereto, are to be determined by
the Company upon the issuance of such Securities.
"Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.
"Place of Payment", when used with respect to the Securities of any
series, means the place or places where, subject to the provisions of Section
1002, the principal of and any premium and interest on the Securities of that
series are payable as specified as contemplated by Section 301.
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"possessions" of the United States include Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and Northern Mariana Islands.
"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.
"Principal Property" with respect to any Person means (i) any capital
stock of a subsidiary of Universal Leaf owned by such Person and (ii) any
manufacturing, packing or processing plant or facility of any character or any
warehouse or any other storage facility of any character owned or leased under a
Capitalized Lease by such Person and all land and fixtures related thereto, the
gross book value (without deduction of any depreciation reserves) of which
capital stock, plant, facility or warehouse on the date as of which the
determination is being made exceeds 1% of Consolidated Net Tangible Assets,
other than any such capital stock, plant, facility or warehouse or portion
thereof which, in the opinion of the Boards of Directors of the Company and of
Universal Leaf, declared by Board Resolution, is not of material importance to
the total business conducted by the Restricted Subsidiaries taken together with
all other capital stock, plants, facilities and warehouses previously so
declared.
"Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.
"Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.
"Registered Security" means any Security in the form set forth in
either Exhibit A., Exhibit B or Exhibit F to this Indenture or established
pursuant to Section 201 which is registered in the Security Register.
"Regular Record Date" for the interest payable on any Interest Payment
Date on the Registered Securities of any series means the date specified for
that purpose as contemplated by Section 301.
"Restricted Period" has the meaning given to it in United States
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7).
"Restricted Subsidiaries" means Universal Leaf Tobacco Company,
Incorporated, its successor Persons, and Universal Leaf Tobacco Company,
Incorporated's subsidiaries, and their successor Persons, including, without
limitation, transferees of their Principal Property which are Affiliates of the
Company and/or Universal Leaf, but excluding any subsidiaries organized under
any jurisdiction other than the United States or Brazil of which less than
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66-2/3% of the Voting Stock is owned, directly or indirectly, by Universal Leaf,
and "Restricted Subsidiary" means any one of the Restricted Subsidiaries.
"Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.
"Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.
"Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of any series means a date fixed by the Trustee pursuant
to Section 307.
"Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable.
"Subsidiary" means a corporation or business trust a majority of the
outstanding Voting Stock of which is owned, directly or indirectly, by the
Company or one or more of its subsidiaries, or by the Company and one or more of
its subsidiaries.
"Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.
"Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.
"United States" means the United States of America (including the
States and the District of Columbia).
"United States Alien" means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership to the extent that one or more of its members is, for United States
Federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.
"Universal Leaf "means Universal Leaf Tobacco Company, Incorporated, a
Virginia corporation, and any Affiliate of the Company and/or Universal Leaf
with which Universal Leaf shall consolidate or into which it shall merge or to
which it shall transfer 40% or more of its consolidated assets.
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"U.S. Depository" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Book-Entry
Securities, the Person designated as U.S. Depository by the Company pursuant to
Section 301, which must be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and if at any time there is more than one such
Person, "U.S. Depository" as used with respect to the Securities of any series
shall mean the U.S. Depository with respect to the Securities of such series.
"U.S. Government Obligations" has the meaning specified in Section
1404.
"Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".
"Voting Stock" means stock having voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.
Section 102. Compliance Certificates and Opinions.
Except as otherwise expressly provided by this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture (other than in connection with the delivery of
any Security offered in a Periodic Offering to the Trustee for authentication
pursuant to Section 303), the Company shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture Act. Each
such certificate or opinion shall be given in the form of an Officers'
Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirements set forth in this Indenture.
Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include
(1) a statement that each individual signing such certificate
or opinion has read such covenant or condition and the definitions
herein relating thereto;
(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;
(3) a statement that, in the opinion of each such individual,
he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant
or condition has been complied with; and
(4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.
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Section 103. Form of Documents Delivered to Trustee.
In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.
Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.
Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.
Section 104. Acts of Holders; Record Dates.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of such series may, alternatively, be embodied in and evidenced by the
record of Holders of Securities of such series voting in favor thereof, either
in person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the provisions
of Article Thirteen, or a combination of such instruments and any such record.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to
the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments and any such record (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments and so voting at any such
meeting. Proof of execution of any such instrument or of a writing appointing
any such agent or proxy, or of the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.
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The record of any meeting of Holders of Securities shall be proved in the manner
provided in Section 1306.
(b) The fact and date of the execution by any person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgements of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.
(c) The principal amount and serial numbers of Registered Securities
held by any Person, and the date of holding the same, shall be proved by the
Security Register.
(d) The principal amount and serial numbers of Bearer Securities held
by any Person, and the date of holding the same may be proved by the production
of such Bearer Securities or by a certificate executed, as depositary, by any
trust company, bank, banker or .other depositary, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (1) another certificate or affidavit bearing a
later date issued in respect of the same Bearer Security is produced, or (2)
such Bearer Security is produced to the Trustee by some other Person, or (3)
such Bearer Security is surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding. The principal amount and
serial numbers of Bearer Securities held by any Person, and the date of holding
the same, may also be proved in any other manner which the Trustee deems
sufficient.
(e) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.
(f) With respect to the Securities of any Series all or part of which
are represented by Book-Entry Securities, the following provisions shall apply:
(1) Upon receipt by the Trustee of (i) any written notice
directing the time, method or place of conducting any proceeding or
exercising any trust or power pursuant to Section 512 with respect to
Securities of such series or (ii) any written demand, request or notice
with respect to any matter on which the Holders of Securities of such
series are entitled to act under this Indenture, in each case from
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Holders of less than, or proxies representing less than, the requisite
principal amount of Outstanding Securities of such series entitled to
give such demand, request or notice, the Trustee shall establish a
record date for determining Holders of Outstanding Securities of such
series entitled to join in such demand, request or notice, which record
date shall be the close of business on the day the Trustee receives
such demand, request or notice. The Holders on such record date, or
their duly designated proxies, and only such Persons, shall be entitled
to join in such demand, request or notice whether or not such Holders
remain Holders after such record date; provided, however, that unless
the Holders of the requisite principal amount of Outstanding Securities
of such series shall have joined in such demand, request or notice
prior to the day which is the ninetieth day after such record date,
such demand, request or notice shall automatically and without further
action by any Holder be cancelled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from
giving, (i) after the expiration of such 90-day period, a new demand,
request or notice identical to a demand, request or notice which has
been cancelled pursuant to the proviso to the preceding sentence or
(ii) during any such 90-day period, a new demand, request or notice
contrary to or different from such demand, request or notice, in either
of which events a new record date shall be established pursuant to the
provisions of this clause (1).
(2) The Company may, but shall not be obligated to, direct the
Trustee to establish a record date for the purpose of determining the
Persons entitled to (i) waive any past default with respect to the
Securities of such series in accordance with Section 513 of the
Indenture, (ii) consent to any supplemental indenture in accordance
with Section 902 of the Indenture or (iii) waive any term, condition or
provision of any covenant in accordance with Section 1011 of the
Indenture. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be
entitled to waive any such past default, consent to any such
supplemental indenture or waive any such term, condition or provision,
whether or not such Holder remains a Holder after such record date;
provided, however, that unless such waiver or consent is obtained from
the Holders, or duly designed proxies, of the requisite principal
amount of Outstanding Securities of such series prior to the date which
is the ninetieth day after such record date, any such waiver or consent
previously given shall automatically and without further action by any
Holder be cancelled and of no further effect.
Section 105. Notices, Etc.. to Trustee and Company.
Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,
(1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust Office,
Attention: Corporate Trustee Administration Department; or
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(2) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage
prepaid, to the Company addressed to it at the address of its principal
office specified in the first paragraph of this instrument, to the
attention of its Secretary, or at any other address previously
furnished in writing to the Trustee by the Company.
Section 106. Notice to Holders or Securities; Waiver.
Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Securities of any event,
(1) such notice shall be sufficiently given to Holders of
Registered Securities if in writing and mailed, first-class postage
prepaid, to each Holder of a Registered Security affected by such
event, at the address of such Holder as it appears in the Security
Register, not earlier than the earlier date, and not later than the
latest date, prescribed for the giving of such notice; and
(2) such notice shall be sufficiently given to Holders of
Bearer Securities if published on at least two Business Days in an
Authorized Newspaper in The City of New York and in such other city or
cities as may be specified in such Securities, the first such
publication to be not earlier than the earliest date, and not later
than the latest date, prescribed for the giving of such notice.
In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice to
Holders of Registered Securities by mail, then such notification as shall be
made with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. In any case where notice to Holders of
Registered Securities is given by mail, neither the failure to mail such notice,
nor any defect in any notice so mailed, to any particular Holder of a Registered
Security shall affect the sufficiency of such notice with respect to other
Holders of Registered Securities or the sufficiency of any notice to Holders of
Bearer Securities given as provided herein.
In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification as shall be given with the approval of the Trustee
shall constitute sufficient notice to such Holders for every purpose hereunder.
Neither the failure to give notice by publication to Holders of Bearer
Securities as provided above, nor any defect in any notice so published, shall
affect the sufficiency of any notice to Holders of Registered Securities given
as provided herein.
Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Such waivers of notice by Holders of
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Securities shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.
Section 107. Language of Notices, Etc.
Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.
Section 108. Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or excluded, as the case may be.
Section 109. Effect of Headings and Table of Contents.
The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.
Section 110. Successors and Assigns.
All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.
Section 111. Separability Clause.
In case any provision in this Indenture or the Securities or coupons
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
Section 112. Benefits of Indenture.
Nothing in this Indenture or the Securities or coupons, express or
implied, shall give to any Person, other than the parties hereto, their
successors hereunder and the Holders of Securities and coupons, any benefit or
any legal or equitable right, remedy or claim under this Indenture.
Section 113. Governing Law.
This Indenture and the Securities and coupons shall be governed by and
construed in accordance with the laws of the State of New York.
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Section 114. Legal Holidays.
In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
or coupons other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu of this Section)
payment of interest or principal (and premium, if any) need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity, provided
that no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be.
ARTICLE TWO
SECURITY FORMS
Section 201. Forms Generally.
The Registered Securities, if any, of each series, the Bearer
Securities, if any, of each series and related coupons, the temporary global
Securities of each series, if any, the permanent global Securities of each
series, if any, and the Book-Entry Securities of each series, if any, shall be
in substantially the forms set forth in Exhibit A, B, C, D, E or F, as
applicable, to this Indenture, or in such other form as shall be established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities or coupons, as evidenced by their execution
of the Securities or coupons. If the forms of Securities or coupons of any
series are established by action taken pursuant to a Board Resolution, a copy of
an appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities or coupons.
Unless otherwise specified as contemplated by Section 301, Securities
in bearer form shall have interest coupons attached.
The definitive Securities and coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities or
coupons, as evidenced by their execution of such Securities or coupons.
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Section 202. Form of Trustee's Certificate of Authentication.
The Trustee's certificates of authentication shall be in substantially
the following form:
This is one of the Securities of a series issued under the Indenture
described herein.
CHEMICAL BANK,
as Trustee
By:
----------------------------
Authorized Officer
Section 203. Securities in Global Form.
If Securities of a series are issuable in global form, as specified as
contemplated by Section 301, then, notwithstanding clause (10) of Section 301
and the provisions of Section 302, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities represented thereby may from time to time be reduced to reflect
exchanges. Any endorsement of a Security in global form to reflect the amount,
or any increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee or the Security Registrar in such manner
and upon instructions given by such Person or Persons as shall be specified
therein or in the Company Order to be delivered to the Trustee pursuant to
Section 303 or Section 304. Subject to the provisions of Section 303 and, if
applicable, Section 304, the Trustee or the Security Registrar shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or Section
304 has been, or simultaneously is, delivered, any instructions by the Company
with respect to endorsement or delivery or redelivery of a Security in global
form shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.
The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee or the
Security Registrar the Security in global form together with written
instructions (which need not comply with Section 102 and need not be accompanied
by an Opinion of Counsel) with regard to the reduction in the principal amount
of Securities represented thereby, together with the written statement
contemplated by the last sentence of Section 303.
Notwithstanding the provisions of Sections 201 and 307, unless
otherwise specified as contemplated by Section 301, payment of principal of and
any premium and interest on
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any Security in permanent global form shall be made to the Person or Persons
specified therein.
Section 204. Form of Legend for Book-Entry Securities.
Any Book-Entry Security authenticated and delivered hereunder shall
bear a legend in substantially the following form:
"This Security is a Book-Entry Security within the meaning of
the Indenture hereinafter referred to and is registered in the name of
a U.S. Depository or a nominee of a U.S. Depository. This Security is
exchangeable for Securities registered in the name of a Person other
than the U.S. Depository or its nominee only in the limited
circumstances described in the Indenture, and no transfer of this
Security (other than a transfer of this Security as a whole by the U.S.
Depository to a nominee of the U.S. Depository or by a nominee of the
U.S. Depository to the U.S. Depository or another nominee of the U.S.
Depository) may be registered except in such limited circumstances."
ARTICLE THREE
THE SECURITIES
Section 301. Amount Unlimited; Issuable in Series.
The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.
The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series:
(1) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities);
(2) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
and except for any Securities which, pursuant to Section 303, are
deemed never to have been authenticated and delivered hereunder);
(3) whether Securities of the series are to be issuable as
Registered Securities, Bearer Securities or both, whether any
Securities of the series are to be issuable initially in temporary
global form with or without coupons or as Book-Entry Securities and, if
so, the name of the Common Depository or U.S. Depository with respect
to any such temporary global Security or any such Book-Entry Security,
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respectively, and whether any Securities of the series are to be
issuable in permanent global form with or without coupons or as a
Book-Entry Security and, if so, whether beneficial owners of interests
in any such permanent global Security or Book-Entry Security may
exchange such interests for Securities of such series and of like tenor
of any authorized form and denomination and the circumstances under
which any such exchanges may occur, if in addition to those provided in
Section 305 and the name of the Common Depositary or the U.S.
Depository with respect to any such permanent global Security or
Book-Entry Security, as the case may be, and, notwithstanding Section
303 or any other provision of this Indenture relating thereto, the form
of the certificates set forth in Exhibits G.1 and G.2 and the time,
manner and requirements for delivery of any such certificates;
(4) the Person to whom any interest on any Registered Security
of the series shall be payable, if other than the Person in whose name
that Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest, the
manner in which, or the Person to whom, any interest on any Bearer
Security of the series shall be payable, if otherwise than upon
presentation and surrender of the coupons appertaining thereto as they
mature, the extent to which, or the manner in which, any interest
payable on a temporary global Security on an Interest Payment Date will
be paid if other than in the manner provided in Section 304 and the
extent to which, or the manner in which, any interest payable on a
permanent global Security on an Interest Payment Date will be paid;
(5) the date or dates on which the principal of the Securities
of the series is payable;
(6) the rate or rates at which the Securities of the series
shall bear interest, if any, or the formula pursuant to which such rate
or rates shall be determined, the date or dates from which any such
interest shall accrue, the Interest Payment Dates on which any such
interest shall be payable and the Regular Record Date for any interest
payable on any Registered Securities on any Interest Payment Date;
(7) the place or places where, subject to the provisions of
Sections 114 and 1002, the principal of and any premium and interest on
Securities of the series shall be payable, any Registered Securities of
the series may be surrendered for registration of transfer, Securities
of the series may be surrendered for exchange and notices and demands
to or upon the Company in respect of the Securities of the series and
this indenture may be served;
(8) the period or periods within which, the price or prices at
which and the terms and conditions upon which Securities of the series
may be redeemed, in whole or in part, at the option of the Company;
(9) the obligation, if any, of the Company to redeem or
purchase Securities of the series pursuant to any sinking fund or
analogous provisions or at the option of a Holder thereof and the
period or periods within which, the price or prices at
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which and the terms and conditions upon which Securities of the series
shall be redeemed or purchased, in whole or in part, pursuant to such
obligation:
(10) the denominations in which any Registered Securities of
the series shall be issuable, if other than denomination of $1,000 and
any integral multiple thereof, and the denomination or denominations in
which any Bearer Securities of the series shall be issuable, if other
than the denomination of $5,000;
(11) the currency or currencies, including currency units, in
which payment of the principal of and any premium and interest on the
Securities of the series shall be payable if other than the currency of
the Untied States of America;
(12) if the principal of and any premium or interest on the
Securities of the series are to be payable, at the election of the
Company or a Holder thereof, in a currency or currencies, including
currency units, other than that or those in which the Securities are
stated to be payable, the currency or currencies in which payment of
the principal of and any premium and interest on Securities of such
series as to which such election is made shall be payable, and the
periods within which and the terms and conditions upon which such
election is to be made;
(13) if the amount of payments of principal of and any premium
or interest on the Securities of the series may be determined with
reference to an index, the manner in which such amounts shall be
determined;
(14) if other than the principal amount thereof, the portion
of the principal amount of any Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 502;
(15) any limitation on the application of either or both of
Sections 1402 and 1403 to the Securities of the series;
(16) the application, if any, of Section 311 to the Securities
of the series; and
(17) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture other than any
provisions of this Indenture relating to the time, manner and
requirements for delivery of the certificates set forth in Exhibits G1
and G.2).
All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in the
case of Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to the Board Resolution referred to above and (subject
to Section 303) set forth, or determined in the manner provided, in the
Officers' Certificate referred to above or in any such indenture supplemental
hereto.
If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the
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Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Officers' Certificate setting forth the terms
or the manner of determining the terms of the series.
With respect to Securities of a series offered in a Periodic Offering,
the Board Resolution (or action taken pursuant thereto), Officers' Certificate
or supplemental indenture referred to above may provide general terms or
parameters for Securities of such series and provide either that the specific
terms of particular Securities of such series shall be specified in a Company
Order or that such terms shall be determined by the Company in accordance with
other procedures specified in a Company Order as contemplated by the third
paragraph of Section 303.
Section 302. Denominations.
Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, any Registered Securities of a series shall be
issuable in denominations of $1,000 and any integral multiple thereof and any
Bearer Securities of a series shall be issuable in the denomination of $5,000.
Section 303. Execution, Authentication, Delivery and Dating.
The Securities shall be executed on behalf of the Company by any
Officer, under its corporate seal reproduced thereon attested by its Secretary
(provided that the Secretary shall not attest his or her own signature as an
Officer) or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile. Coupons shall bear the
facsimile signature of the Secretary or one of the Assistant Secretaries of the
Company.
Securities and coupons bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.
At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together with
any coupons appertaining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that in
the case of Securities offered in a Periodic Offering, the Trustee shall
authenticate and deliver such Securities from time to time in accordance with
such other procedures (including, without limitation, the receipt by the Trustee
of oral or electronic instructions from the Company or its duly authorized
agents, promptly confirmed in writing) acceptable to the Trustee as may be
specified by or pursuant to a Company Order delivered to the Trustee prior to
the time of the first authentication of Securities of such series; provided
further, however, that, in connection with its sale during the Restricted
Period, no Euro-Security shall be delivered to any location in the United States
or its
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possessions; and provided further, however, that a Euro-Security (other than a
Security in temporary global form) may be delivered in connection with its sale
during the Restricted Period only if, on the earlier of the date of such
delivery or the first actual payment of interest by the Company on the
Euro-Security, (x) the Person entitled to physical delivery of such
Euro-Security (which, in the case of a Euro-Security to be received in exchange
for all or a portion of a Security in temporary global form, shall be the
account holder with the Euroclear Operator or Cedel S.A. to whose account all or
such portion of such Security in temporary global form has been credited) shall
have furnished a certificate in the form set forth in Exhibit G.1 to this
Indenture, dated no earlier than 15 days prior to the date on which such
Euro-Security is delivered or, in the case of a Euro-Security to be received in
exchange for all or a portion of a temporary global Security, no earlier than 15
days prior to the date on which the Euroclear Operator or Cedel S.A., as the
case may be, furnish to the Common Depository, in accordance with the procedures
established in Section 304, a certificate in the form set forth in Exhibit G.2
to this Indenture that relates to all or such portion of such temporary global
Security, and (y) the Company does not have actual knowledge that the
information contained in such certificate is false. If any Security shall be
represented by a permanent global Security, then, for purposes of this Section
and Section 304, the notation of a beneficial owner's interest therein upon
original issuance of such Security or upon exchange of a portion of a temporary
global Security shall be deemed to be physical delivery in connection with its
sale during the Restricted Period. Except as permitted by Section 306, the
Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been detached and cancelled.
If the forms or terms of the Securities of the series and any related
coupons have been established in or pursuant to one or more Board Resolutions as
permitted by Sections 201 and 301, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of Counsel
stating:
(a) if the forms of such Securities and any coupons have been
established by or pursuant to a Board Resolution as permitted by
Section 201, that such forms have been established in conformity with
the provisions of this Indenture;
(b) if the terms of such Securities and any coupons have been,
or in the case of Securities of a series offered in a Periodic
Offering, will be, established by or pursuant to a Board Resolution as
permitted by Section 301, that such terms have been, or in the case of
Securities of a series offered in a Periodic Offering, will be,
established in conformity with the provisions of this Indenture,
subject, in the case of Securities of a series offered in a Periodic
Offering, to any conditions specified in such Opinion of Counsel; and
(c) that such Securities, together with any coupons
appertaining thereto, when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally
binding obligations of the Company, enforceable in
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accordance with their terms, subject, as to enforcement, to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium, and
similar laws of general applicability relating to or affecting the
enforcement of creditors' rights and to general equity principles and
except further as enforcement thereof may be limited by (A)
requirements that a claim with respect to any Securities denominated
other than in U.S. dollars (or a foreign currency or foreign currency
unit judgment in respect of such claim) be converted into United States
dollars at a rate of exchange prevailing on a date determined pursuant
to applicable law or (B) governmental authority to limit, delay or
prohibit the making of payments in foreign currency or currency units
or payments outside the United States.
If such forms or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.
Notwithstanding the provisions of Section 301 and of the two preceding
paragraphs, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraphs at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.
With respect to Securities of a series offered in a Periodic Offering,
the Trustee may rely, as to the authorization by the Company of any of such
Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Opinion of Counsel and the other
documents delivered pursuant to Sections 201 and 301 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.
Each Registered Security shall be dated the date of its authentication;
and each Bearer Security shall be dated as of the date of original issuance of
the first Security of such series to be issued except as otherwise provided
pursuant to Section 301 in connection with the Securities of any series.
No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security, or the Security to which such coupon appertains, a certificate of
authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 309 together with a written
statement (which need not comply with Section 102 and need not be accompanied by
an Opinion of Counsel) stating that such Security has never been issued and sold
by the Company, for all purposes of this Indenture
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such Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.
Section 304. Temporary Securities.
Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized, in bearer form with one or
more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities or coupons may determine, as evidenced by their execution of such
Securities or coupons. In the case of any series issuable as Bearer Securities,
such temporary Securities shall be delivered only in compliance with the
conditions set forth in Section 303 and may be in global form.
Except in the case of temporary Securities in global form (which shall
be exchanged in accordance with the provisions of the following paragraphs), if
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company maintained pursuant to Section 1002 in a Place of Payment for such
series for the purpose of exchanges of Securities of such series, without charge
to the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series (accompanied by any unmatured coupons appertaining
thereto) the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like aggregate principal amount of definitive
Securities of the same series and of like tenor of authorized denominations;
provided, however, that no definitive Bearer Security shall be delivered in
exchange for a temporary Registered Security; and provided further, however,
that a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 303.
If temporary Securities of any series are issued in global form, any
such temporary global Security shall, unless otherwise provided therein, be
delivered to the London office of a depositary or common depositary (the "Common
Depositary"), for the benefits of the Euroclear Operator and CEDEL S.A., for
credit to the respective accounts for the beneficial owners of such Securities
(or to such other accounts as they may direct).
Without unnecessary delay but in any event not later than fifteen (15)
days before the date specified in, or determined pursuant to the terms of, any
such temporary global Security of a series (the "Exchange Date"), the Company
shall deliver to the Trustee definitive Securities of that series, in aggregate
principal amount equal to the principal amount of such temporary global
Security, executed by the Company. On or after the Exchange Date such temporary
global Security shall be presented and surrendered by the Common Depositary to
the Trustee, as the Company's agent for such purpose or to the
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Security Registrar, to be exchanged, in whole or from time to time in part, for
definitive Securities of such series without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such temporary global
Security, a like aggregate principal amount of definitive Securities of the same
series of authorized denominations and of like tenor as the portion of such
temporary global Security to be exchanged; provided, however, that, unless
otherwise specified in such temporary global Security, upon such presentation by
the Common Depositary, such temporary global Security must be accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by the
Euroclear Operator as to the portion of such temporary global Security held for
its account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by CEDEL S.A. as _________of such temporary global
Security held for its account then to be exchanged _________in the form set
forth in Exhibit G.2 to this Indenture. The definitive Securities to be
delivered in exchange for any such temporary global Security shall be in bearer
form, registered form, permanent global bearer form or permanent global
registered form, or any combination thereof, as specified as contemplated by
Section 301, and, if any combination thereof is so specified, as requested by
the beneficial owner thereof; provided, however, that definitive Securities
shall be delivered in exchange for a portion of a temporary global Security only
in compliance with the requirements of Section 303.
Unless otherwise specified in such temporary global Security, the
interest of a beneficial owner of Securities of a series in a temporary global
Security shall be exchanged for definitive Securities of the same series and of
like tenor upon the receipt by the Euroclear Operator or CEDEL S.A., as the case
may be, after the Exchange Date of a certificate in the form set forth in
Exhibit G.1 to this Indenture signed by the account holder and dated no earlier
than 15 days prior to the date on which the Euroclear Operator or CEDEL S.A., as
the case may be, furnishes to the Common Depositary in accordance with the
preceding paragraph a certificate in the form set forth in Exhibit G.2 to this
Indenture that relates to the interest to be exchanged for definitive
Securities. Copies of the certificate in the form set forth in Exhibit G.1 to
this Indenture shall be available from the offices of the Euroclear Operator and
CEDEL S.A., the Trustee, any Authenticating Agent appointed for such series of
Securities and each Paying Agent. Unless otherwise specified in such temporary
global Security, any such exchange shall be made free of charge to the
beneficial owners of such temporary global Security, except that a Person
receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like in the event that such Person does not take delivery
of such definitive Securities in person at the offices of the Euroclear Operator
or CEDEL S.A. Definitive Securities to be delivered in exchange for any portion
of a temporary global Security shall be delivered only outside the United States
and its possessions.
Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on any Interest Payment Date for Securities of such series occurring
prior to the exchange of such temporary global Security shall be payable to the
Euroclear Operator and CEDEL S.A. on such Interest Payment Date only upon
delivery by the Euroclear Operator and CEDEL S.A. to the Trustee or the
applicable Paying Agent
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of a certificate or certificates in the form set forth in Exhibit G.2 to this
Indenture, for credit without further interest accruing thereon on or after such
Interest Payment Date to the respective accounts of the Persons for whom the
Euroclear Operator or CEDEL S.A., as the case may be, holds such temporary
global Security on such Interest Payment Date and who have each delivered to the
Euroclear Operator or CEDEL S.A., as the case may be, a certificate in the form
set forth in Exhibit G.1 to this Indenture. If such Interest Payment Date occurs
on or after the Exchange Date, the Euroclear Operator or CEDEL S.A., as the case
may be, following the receipt of such certificate shall exchange, in accordance
with the procedures hereinabove provided, the portion of the temporary global
Security that relates to such certificate for definitive Securities (which, in
the absence of instructions to the contrary, shall be an interest in a permanent
global Security).
Section 305. Registration, Registration of Transfer and Exchange.
The Company shall cause to be kept at an office or agency to be
maintained by the Company in accordance with Section 1002 a register (the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered
Securities and the registration of transfers of Registered Securities. The
Trustee is hereby appointed "Security Registrar" for the purpose of registering
Registered Securities and transfers of Registered Securities as herein provided,
and for facilitating exchanges of (i) temporary global Securities for permanent
global Securities or definitive Securities, or both, (ii) permanent global
Securities for definitive Securities, or both or (iii) Book-Entry Securities for
definitive Securities, or both, as herein provided.
Upon due surrender for registration of transfer of any Registered
Security of any series at the office or agency of the Company maintained
pursuant to Section 1002 for such purpose in a Place of Payment for such series,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor.
At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Securities to be exchanged at any such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive. Registered Securities, including Registered
Securities received in exchange for Bearer Securities, may not be exchanged for
Bearer Securities.
At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Bearer Securities to be exchanged at any such office or agency, with all
unmatured coupons (except as provided below) and with all matured coupons in
default appertaining thereto. If the Holder of a Bearer Security is unable to
produce any such unmatured coupon or coupons or matured coupon or coupons in
default, such exchange may be effected if the Bearer Securities are
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accompanied by payment in funds acceptable to the Company in an amount equal to
the face amount of such missing coupon or coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
is furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such
Securities shall surrender to any Paying Agent any such missing coupon in
respect of which such a payment shall have been made or security or indemnity
furnished, such Holder shall be entitled to receive the amount of such payment
or such security and such Holder shall be released from any such indemnity;
provide4 however, that, except as otherwise provided in Section 1002, interest
represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States and its
possessions. Notwithstanding the foregoing, in case a Bearer Security of any
series is surrendered at any such office or agency in exchange for a Registered
Security of the same series and like tenor after the close of business at such
office or agency on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.
Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.
Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security and any Book-Entry
Security shall be exchangeable pursuant to this Section only as provided in this
paragraph and, in the case of Book-Entry Securities, as provided in the last
paragraph of this Section 305. If the beneficial owners of interests in a
permanent global Security or a Book-Entry Security are entitled to exchange such
interests for Securities of such series and of like tenor and principal amount
of another authorized form and denomination, as specified as contemplated by
Section 301 or by this Section 305, then without unnecessary delay but in any
event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee or the Security Registrar
definitive Securities of that series in aggregate principal amount equal to the
principal amount of such permanent global Security or Book-Entry Security, as
the case may be, executed by the Company. On or after the earliest date on which
such interests may be so exchanged, in accordance with instructions given by the
Company to the Trustee or the Security Registrar and the Common Depositary or
the U.S. Depository, as the case may be (which instructions shall be in writing
but need not comply with Section 102 or be accompanied by an Opinion of
Counsel), such permanent global Security or Book-Entry Security, as the case may
be, shall be surrendered from time to time by the Common Depositary or the U.S.
Depository, as the case may be, or such other depositary or Common Depositary or
U.S. Depository, as
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the case may be, as shall be specified in the Company Order with respect thereto
to the Trustee, as the Company's agent for such purpose, or to the Security
Registrar, to be exchanged, in whole or in part, for definitive Securities of
the same series without charge and the Trustee shall authenticate and deliver in
accordance with such instructions, in exchange for each portion of such
permanent global Security or Book-Entry Security, as the case may be, a like
aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such permanent
global Security or Book-Entry Security, as the case may be, to be exchanged
which unless the Securities of the series are not issuable both as Bearer
Securities and as Registered Securities, in which case the definitive Securities
exchanged for the permanent global Security or the Book-Entry Security shall be
issuable only in the form in which the Securities are issuable, as specified as
contemplated by Section 301, shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 days before any
selection of Securities of that series and of like tenor for redemption and
ending on the relevant Redemption Date; and provided, further, that no Bearer
Security delivered in exchange for a portion of a permanent global Security or a
Book-Entry Security shall be mailed or otherwise delivered to any location in
the United States or its possessions. Promptly following any such exchange in
part, such permanent global Security or Book-Entry Security, as the case may be,
should be returned by the Trustee or the Security Registrar to the Common
Depositary or the U.S. Depository, as the case may be, or such other depositary
or Common Depositary or U.S. Depository referred to above in accordance with the
instructions of the Company referred to above. If a Registered Security is
issued in exchange for any portion of a permanent global Security or Book-Entry
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of
such portion of such permanent global Security or Book-Entry Security is payable
in accordance with the provisions of this Indenture.
All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.
Every Registered Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee or
any transfer agent) be duly endorsed, or be accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar or
any transfer agent duly executed, by the Holder thereof or his attorney duly
authorized in writing.
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No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.
In the event of any redemption in part, the Company shall not be
required (i) to issue, register the transfer of or exchange any Security during
a period beginning at the opening of business 15 days before any selection for
redemption of Securities of like tenor and of the series of which such Security
is a part, and ending at the close of business on the earliest date on which the
relevant notice of redemption is deemed to have been given to all Holders of
Securities of like tenor and of such series to be redeemed; (ii) to register the
transfer of or to exchange any Registered Security so selected for redemption,
in whole or in part, except the unredeemed portion of any Security being
redeemed in part; or (iii) to exchange any Bearer Security so selected for
redemption, except that such a Bearer Security may be exchanged for a Registered
Security of that series and of like tenor, provided that such Registered
Security shall be simultaneously surrendered for redemption.
Notwithstanding the foregoing and except as otherwise specified or
contemplated by Section 301, any Book-Entry Security shall be exchangeable
pursuant to this Section 305 or Sections 304, 906 and 1007 for Securities
registered in the name of, and a transfer of a Book-Entry Security of any series
may be registered to, any Person other than the U.S. Depository for such
Security or its nominee only if (i) such U.S. Depository notifies the Company
that it is unwilling or unable to continue as U.S. Depository for such
Book-Entry Security or if at any time such U.S. Depository ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, (ii) the Company executes and delivers to the Trustee a Company Order
that such Book-Entry Security shall be so exchangeable and the transfer thereof
so registerable or (iii) there shall have occurred and be continuing an Event of
Default, or an event which after notice or lapse of time, or both, would become
an Event of Default, with respect to the Securities of such series. Upon the
occurrence in respect of any Book-Entry Security of any series of any one or
more of the conditions specified in clauses (i), (ii) or (iii) of the preceding
sentence or such other conditions as may be specified as contemplated by Section
301 for such series, such Book-Entry Security may be exchanged for Securities
registered in the names of, and the transfer of such Book-Entry Security may be
registered to, such Persons (including Persons other than the U.S. Depository
with respect to such series and its nominees) as such U.S. Depository shall
direct. Notwithstanding any other provisions of this Indenture, any Security
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, any Book-Entry Security shall also be a Book-Entry Security
and shall bear the legend specified in Section 204 except for any Security
authenticated and delivered in exchange for, or upon registration of transfer
of, a Book-Entry Security pursuant to the preceding sentence.
Section 306. Mutilated, Destroyed, Lost and Stolen Securities and Coupons.
If any mutilated Security or a Security with a mutilated coupon
appertaining thereto is surrendered to the Trustee, the Company shall execute
and the Trustee shall authenticate
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and deliver in exchange therefor a new Security of the same series and of like
tenor and principal amount and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to
the surrendered Security.
If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security or
coupon and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall, subject to the following
paragraph, execute and the Trustee shall authenticate and deliver, in lieu of
any such destroyed, lost or stolen Security or in exchange for the Security to
which a destroyed, lost or stolen coupon appertains (with all appurtenant
coupons not destroyed, lost or stolen), a new Security of the same series and of
like tenor and principal amount and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to
such destroyed, lost or stolen Security or to the Security to which such
destroyed, lost or stolen coupon appertains.
In case any such mutilated, destroyed, lost or stolen Security or
coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security or coupon;
provided, however, that principal of and any premium and interest on Bearer
Securities shall, except as otherwise provided in Section 1002, be payable only
at an office or agency located outside the United States and its possessions.
Upon the issuance of any new Security under this Section, the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.
Every new Security of any series, with any coupons appertaining
thereto, issued pursuant to this Section in lieu of any destroyed, lost or
stolen Security or in exchange for a Security to which a destroyed, lost or
stolen coupon appertains, shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
and any coupons appertaining thereto, or the destroyed, lost or stolen coupon
shall be at any time enforceable by anyone, and any such new Security and
coupons, if any, shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities of that series and their
coupons, if any, duly issued hereunder.
The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or coupons.
Section 307. Payment of Interest; Interest Rights Preserved.
Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Registered Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose
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name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.
Any interest on any Registered Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clauses (1) and (2) below:
(1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities of
such series (or their respective Predecessor Securities) are registered
at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner.
The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Registered Security of
such series and the date of the proposed payment, and at the same time
the Company shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this Clause provided. Thereupon the
Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage
prepaid, to each Holder of Registered Securities of such series at the
address of such Holder as it appears in the Security Register, not less
than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor
having been so mailed, such Defaulted Interest shall be paid to the
Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (2).
(2) The Company may make payment of any Defaulted Interest on
the Registered Securities of any series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which
such Securities may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company to the Trustee
of the proposed payment pursuant to this Clause, such manner of payment
shall be deemed practicable by the Trustee.
Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu
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of any other Security shall carry the rights to interest accrued and unpaid, and
to accrue, which were carried by such other Security.
Section 308. Persons Deemed Owners.
Prior to due presentment of a Registered 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 such Registered Security is registered as the
owner of such Registered Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Sections 305 and 307) any
interest on such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.
Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security and the bearer of any coupon
as the owner of such Security or coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not such Security or coupon be overdue, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the
contrary.
Notwithstanding the foregoing, with respect to any temporary or
permanent global Security and any Book-Entry Security, nothing herein shall
prevent the Company, the Trustee, or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by a Common Depositary or a U.S. Depository, as the case may be, or
impair, as between a Common Depositary or a U.S. Depository and holders of
beneficial interests in any such temporary or permanent global Security or any
Book-Entry Security, as the case may be, the operation of customary practices
governing the exercise of the rights of the Common Depositary or the U.S.
Depository as Holder of such temporary or permanent global Security or any
Book-Entry Security.
Section 309. Cancellation.
All Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee. All Registered Securities and matured coupons so delivered shall
be promptly cancelled by the Trustee. All Bearer Securities and unmatured
coupons so delivered shall be cancelled by the Trustee. The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
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Indenture. All cancelled Securities and coupons held by the Trustee may be
destroyed unless otherwise directed by a Company Order.
Section 310. Computation of Interest.
Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each. series shall be
computed on the basis of a 360-day year of twelve 30-day months.
Section 311. Judgments in Respect of Specified Currency.
If pursuant to Section 301, the provisions of this Section are
established as terms of a series of Securities, the following provisions shall
apply: (a) the obligation, if any, of the Company to pay the principal of and
any premium and interest on Securities in the currency or currency unit
specified pursuant to Section 301 (the "Specified Currency") shall be of the
essence and the Company agrees that, to the extent permitted under applicable
law, judgments in respect of such Securities shall be given in the Specified
Currency; (b) the obligation of the Company to make payments in the Specified
Currency of the principal of and any premium and interest on such Securities
shall, notwithstanding any payment in-any other currency or currency unit
(whether pursuant to a judgment or otherwise), be discharged only to the extent
of the amount in the Specified Currency that the Holder receiving such payment
may, in accordance with normal banking procedures, purchase with the sum paid in
such other currency or currency unit (net of any premium and cost of exchange)
on the Business Day in the country of issue of the Specified Currency or, in the
case of a currency unit, in the international banking community, immediately
following the day on which such Holder receives such payment; (c) if the amount
in the Specified Currency that may be so purchased for any reason falls short of
the amount originally due, the Company shall pay such additional amounts as may
be necessary to compensate for such shortfall; and (d) any obligation of the
Company not discharged by such payment shall be due as a separate and
independent principal, interest or premium payment obligation hereunder, as the
case may be, and, until discharged as provided herein, shall continue in full
force and effect.
ARTICLE FOUR
SATISFACTION AND DISCHARGE
Section 401. Satisfaction and Discharge of Indenture.
This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for, and any right to receive additional
amounts, as provided in Section 1010), and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when
(1) either
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(A) all Securities theretofore authenticated and delivered and
all coupons, if any, appertaining thereto (other than (i) coupons
appertaining to Bearer Securities surrendered in exchange for
Registered Securities and maturing after such exchange, whose
surrender is not required or has been waived as provided in Section
305, (ii) Securities and coupons which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section
306, (iii) coupons appertaining to Securities called for redemption
and maturing after the relevant Redemption Date, whose surrender has
been waived as provided in Section 1106, and (iv) Securities and
coupons for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in
Section 1003) have been delivered to the Trustee for cancellation; or
(B) all such Securities and, in the case of (i) or (ii) below,
any coupons appertaining thereto not theretofore delivered to the
Trustee for cancellation
(i) have become due and payable, or
(ii) will become due and payable at their Stated Maturity within
one year, or
(iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the
Company;
and the Company, in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose an amount sufficient to pay and discharge the
entire indebtedness on such Securities and coupons not theretofore
delivered to the Trustee for cancellation, for principal and any
premium and interest to the date of such deposit (in the case of
Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;
(2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and
(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with.
Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 and to any
Authenticating Agent under Section 614 and, if money shall have been deposited
with the Trustee pursuant to clause (1)(B) of this Section, the obligations of
the Trustee under Section 402 and the last paragraph of Section 1003 shall
survive.
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Section 402. Application of Trust Money.
Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities, the
coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and any
premium and interest for whose payment such money has been deposited with the
Trustee.
ARTICLE FIVE
REMEDIES
Section 501. Events of Default.
"Event of Default", wherever used herein with respect to Securities of
any series, 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 effected
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) default in the payment of any interest upon any Security of
that series when it becomes due and payable, and continuance of such
default for a period of 30 days; or
(2) default in the payment of the principal of or any premium on
any Security of that series at its Maturity; or
(3) default in the deposit of any sinking fund payment, when and
as due by the terms of a Security of that series; or
(4) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or
warranty a default in the performance of which or the breach of which
is elsewhere in this Section specifically dealt with or which has
expressly been included in this Indenture solely for the benefit of
series of Securities other than that series), 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 Company by the Trustee or to
the Company and the Trustee by the Holders of at least 10% in principal
amount of the Outstanding Securities of that series, 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
(5) the entry by a court having jurisdiction in the premises of
(A) a decree or order for relief in respect of the Company in an
involuntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company a bankrupt or insolvent,
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or approving as properly filed a petition seeking reorganization,
arrangement. adjustment or composition of or in respect of the Company
under the Federal Bankruptcy Act or any other applicable Federal or
State law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Company or of
any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or
order unstayed and in effect for a period of 60 consecutive days; or
(6) the institution by the Company of proceedings to be
adjudicated a bankrupt or insolvent, or the consent by the Company to
the institution of bankruptcy or insolvency proceedings against it or
the entry of a decree or order for relief, or the filing by the Company
of a petition or answer or consent seeking reorganization or relief in
respect of it or its property under the Federal Bankruptcy Act or any
other applicable Federal or State law, or the consent by the Company to
the filing of any such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or of any
substantial part of its properties, or the making by the Company of a
general assignment for the benefit of creditors, or the admission by
the Company in writing of its inability to pay its debts generally as
they become due, or to the knowledge of the Trustee the taking of
corporate action by the Company in furtherance of any such action; or
(7) any other Event of Default provided with respect to
Securities of that series.
Section 502. Acceleration of Maturity; Rescission and Annulment.
If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
any of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in
the terms thereof) of all of the Securities of that 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 such principal amount (or specified
amount) shall become immediately due and payable.
At any time after such a declaration of acceleration with respect to
Securities of any series has been made but before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if
(1) the Company has paid or deposited with the Trustee a sum
sufficient to pay
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(A) all overdue interest on all Securities of that series,
(B) the principal of (and premium, if any, on) any Securities of
that series which have become due otherwise than by such declaration
of acceleration and any interest thereon at the rate or rates
prescribed therefor in such Securities,
(C) to the extent that payment of such interest is lawful,
interest upon overdue. interest at the rate or rates prescribed
therefor in such Securities, and
(D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and any other amounts due the Trustee
under Section 607;
and
(2) all Events of Default with respect to Securities of that series,
other than the non-payment of the principal of Securities of that series
which have become due solely by such declaration of acceleration, have
been cured or waived as provided in Section 51 3.
No such rescission shall affect any subsequent default or impair any right
consequent thereon.
Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.
The Company covenants that if
(1) default is made in the payment of any interest on any
Security when such interest becomes due and payable and such default
continues for a period of 30 days, or
(2) default is made in the payment of the principal of (or
premium, if any, on) any Security at the Maturity thereof,
the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities and any coupons appertaining thereto, the whole
amount then due and payable on such Securities and coupons for principal and any
premium and interest and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal and on any premium and
overdue interest, at the rate or rates prescribed therefor in such Securities
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and
any other amounts due the Trustee under Section 607.
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If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series
and any coupons appertaining thereto by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.
Section 504. Trustee May File Proofs of Claim.
In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee1 trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.
No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder of a
Security or coupon any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or coupons or the rights of any Holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Holder of a Security or coupon in any such proceeding.
Section 505. Trustee May Enforce Claims Without Possession of Securities or
Coupons.
All rights of action and claims under this Indenture or the Securities
or coupons may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or coupons or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and
any other amounts due the Trustee under Section 607, be for the ratable benefit
of the Holders of the Securities and coupons in respect of which such judgment
has been recovered.
Section 506. Application of Money Collected.
Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the
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Securities or coupons, or both, as the case may be, and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:
First: To the payment of all amounts due the Trustee under
Section 607; and
Second: To the payment of the amounts then due and unpaid for
principal of and any premium and interest on the Securities and coupons
in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securities and coupons
for principal and any premium and interest, respectively.
Section 507. Limitation on Suits.
No Holder of any Security of any series or any related coupons shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless:
(1) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the
Securities of that series;
(2) the Holders of not less than 25% in aggregate principal
amount of the Outstanding Securities of that series shall have made
written request to the Trustee to institute proceedings in respect of
such Event of Default in its own name as Trustee hereunder;
(3) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;
(4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceeding; and
(5) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of
a majority in aggregate principal amount of the Outstanding Securities
of that series;
it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.
Section 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest.
Notwithstanding any other provision in this Indenture, the Holder of
any Security or coupon shall have the right, which is absolute and
unconditional, to receive payment of the
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principal of and any premium and (subject to Sections 304, 305 and 307) any
interest on such Security or payment of such coupon on the Stated Maturity or
Maturities expressed in such Security or coupon (or, in the case of redemption,
on the Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.
Section 509. Restoration of Rights and Remedies.
If the Trustee or any Holder of a Security or coupon has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders of Securities and coupons shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.
Section 510. Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities or coupons in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders of Securities or coupons is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.
Section 511. Delay or Omission Not Waiver.
No delay or omission of the Trustee or of any Holder of any Security or
coupon to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this Article
or by law to the Trustee or to the Holders of Securities or coupons may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders of Securities or coupons, as the case may be.
Section 512. Control by Holders of Securities.
The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series, provided that
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(1) such direction shall not be in conflict with any rule of
law or with this Indenture and would not in the good faith judgment of
the Trustee have a substantial likelihood of involving the Trustee in
personal liability, and
(2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.
Section 513. Waiver of Past Defaults.
The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities of any series may on behalf of the Holders of all
the Securities of such series and any coupons appertaining thereto waive any
past default hereunder with respect to the Securities of such series and its
consequences, except a default
(1) in the payment of the principal of or any premium or any
interest on any Security of such series, or
(2) in respect of a covenant or provision hereof which under
Article Nine cannot be modified or amended without the consent of the
Holder of each Outstanding Security of such series affected.
Upon any waiver pursuant to this Section 513, such default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.
Section 514. Undertaking for Costs.
In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that this Section shall have no application to any suit
instituted by the Company.
Section 515. Waiver of Stay or Extension Laws.
The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.
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ARTICLE SIX
THE TRUSTEE
Section 601. Certain Duties and Responsibilities.
The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.
Section 602. Notice of Defaults.
The Trustee shall give the Holders notice of any default hereunder as
and to the extent provided by the Trust Indenture Act; provided, however, that
in the case of any default of the character specified in Section 501(4) with
respect to Securities of such series, 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 Securities of
such series.
Section 603. Certain Rights of Trustee.
Subject to the provisions of Section 601:
(a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, coupon, other evidence of indebtedness or other paper or document believed
by it to be genuine and to have been signed or presented by the proper party or
parties;
(b) any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order or as otherwise
expressly provided herein and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;
(c) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;
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(d) the Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;
(e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders of Securities of any series or any related coupons pursuant
to this Indenture, unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction;
(f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, coupon, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall in good faith
determine to make such further inquiry or investigation, it shall be entitled
upon reasonable notice and at reasonable times during normal business hours to
examine the books, records and premises of the Company, personally or by agent
or attorney; and
(g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.
Section 604. Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities (except the
Trustee's certificates of authentication) and in any coupons shall be taken as
the statements of the Company, and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.
Section 605. May Hold Securities.
The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and coupons and, subject
to Sections 608 and 613, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paving Agent,
Security Registrar or such other agent.
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Section 606. Money Held in Trust.
Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.
Section 607. Compensation and Reimbursement.
The Company agrees
(1) to pay to the Trustee or any predecessor Trustee from time
to time reasonable compensation for all services rendered by it
hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust);
(2) except as otherwise expressly provided herein, to
reimburse the Trustee or any predecessor Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or made by
the Trustee or such predecessor Trustee in accordance with any
provision of this Indenture (including the reasonable compensation and
the expenses and disbursements of its agents and counsel), except any
such expense, disbursement or advance as may be attributable to its
negligence or bad faith; and
(3) to indemnify the Trustee and any predecessor Trustee for,
and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of the trust or
trusts hereunder, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.
As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of or interest and premium, if any, on
particular Securities.
Section 608. Disqualification; Conflicting Interests.
If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.
Section 609. Corporate Trustee Required; Eligibility.
There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and
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surplus of at least $50,000,000 and having its Corporate Trust Office in the
Borough of Manhattan, The City of New York. If such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.
Section 610. Resignation and Removal; Appointment of Successor.
(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.
(b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.
(c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series delivered to the Trustee and to the
Company.
(d) If at any time:
(1) The Trustee shall fail to comply with Section 608 after
written request therefor by the Company or by any Holder of a Security
who has been a bona fide Holder of a Security for at least six months,
or
(2) the Trustee shall cease to be eligible under Section 609
and shall fail to resign after written request therefor by the Company
or by any such Holder, or
(3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,
then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder of a Security who has been a bona fide Holder of a Security for a least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor Trustee or Trustees.
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(e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of Outstanding
Securities of such series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 611,
become the successor Trustee with respect to the Securities of such series and
to that extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders of Securities of that series and
accepted appointment in the manner required by Section 611, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.
(f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series in the
manner provided in Section 106. Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.
Section 611. Acceptance of Appointment by Successor.
(a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.
(b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
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trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees as co-trustees of
the same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.
(c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.
(d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.
Section 612. Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.
Section 613. Preferential Collection of Claims Against Company.
If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust
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Indenture Act regarding the collection of claims against the Company (or any
such other obligor).
Section 614. Appointment of Authenticating Agent.
The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue or upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.
Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of such Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or such Authenticating Agent.
An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall promptly give notice of
such appointment to all Holders of Securities pursuant to Section 106. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if
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originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.
The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.
If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
By. _______________________
as Trustee
By: __________________________________
as Authenticating Agent
By: ___________________________
Authorized Officer
If all of the Securities of a series may not be originally issued at
one time, and the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested by the Company in writing (which writing
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel), shall appoint in accordance with this Section an Authenticating Agent
having an office in a Place of Payment designated by the Company with respect to
such series of Securities, provided that the terms and conditions of such
appointment are acceptable to the Trustee.
ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
Section 701. Company to Furnish Trustee Names and Addresses of Holders.
The Company will furnish or cause to be furnished to the Trustee:
(a) semi-annually, not later than January 15 and July 15 in each year,
a list, in such form as the Trustee may reasonably require, containing
all the information in the possession or control of the Company, or any
of its Paying Agents other than the Trustee, as to the names and
addresses of the Holders of Securities as of the preceding January 1 or
July 1, as the case may be, and
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(b) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to
the time such list is furnished;
excluding from any such list names and addresses received by the Trustee if and
so long as it acts as Security Registrar.
Section 702. Preservation of Information; Communications to Holders.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of Securities (i) contained in
the most recent list furnished to the Trustee as provided in Section 701, (ii)
received by the Trustee if and so long as it acts as Security Registrar and
(iii) filed with it within the two preceding years pursuant to Section 703(b).
The Trustee may (i) destroy any list furnished to it as provided in Section 701
upon receipt of a new list so furnished, (ii) destroy any information received
by it as Paying Agent (if so acting) hereunder upon delivering to itself as
Trustee, not earlier than February 28 or August 30 of each year, a list
containing the names and addresses of the Holders of Securities obtained from
such information since the delivery of the next previous list, if any, (iii)
destroy any list delivered to itself as Trustee which was compiled from
information received by it as Paying Agent (if so acting) hereunder upon the
receipt of a new list so delivered, and (iv) destroy not earlier than two years
after filing, any information filed with it pursuant to Section 703(b).
(b) The rights of Holders of Securities to communicate with other
Holders of Securities with respect to their rights under this Indenture or under
the Securities, and the corresponding rights and duties of the Trustee, shall be
as provided by the Trust Indenture Act.
(c) Every Holder of Securities or coupons, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason
of any disclosure of information as to names and addresses of Holders of
Securities made pursuant to the Trust Indenture Act.
Section 703. Reports by Trustee.
(a) The Trustee shall transmit to Holders of Registered Securities
such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto.
(b) The Trustee shall transmit such reports, at the time of
transmission to Holders of Registered Securities, to such Holders of Bearer
Securities as have, within the two years preceding such transmission, filed
their names and addresses with the Trustee for that purpose.
(c) A copy of each such report shall, at the time of such
transmission to Holders of Securities, be filed by the Trustee with each stock
exchange upon which any Securities of
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such series are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange.
Section 704. Reports by Company.
The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission.
ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Section 801. Company May Consolidate, Etc., Only on Certain Terms.
The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, and no Person shall, and the Company shall not
permit any Person to, consolidate with or merge into the Company or convey,
transfer or lease its properties and assets substantially as an entirety to the
Company, unless:
(1) in case the Company shall consolidate with or merge into
another corporation or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, the corporation
formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer the properties and
assets of the Company substantially as an entirety shall be a
corporation organized and existing under the laws of the United States
and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of and any
premium and interest on all the Securities and the performance or
observance of every covenant of this Indenture on the part of the
Company to be performed or observed;
(2) immediately after giving effect to such transaction and
treating any indebtedness which becomes an obligation of the Company or
a Subsidiary as a result of such transaction as having been incurred by
the Company or such Subsidiary at the time of such transaction, no
Event of Default, and no event which, after notice or lapse of time, or
both, would become an Event of Default, shall have happened and be
continuing;
(3) if, as a result of any such consolidation or merger or
such conveyance, transfer or lease, properties or assets of the
Company would become subject to a
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mortgage, pledge, lien, security interest or other encumbrance which
would not be permitted by this Indenture, the Company or such successor
Person, as the case may be, shall take such steps as shall be necessary
effectively to secure the Securities equally or ratably with (or prior
to) all indebtedness secured thereby; and
(4) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel each stating that such
consolidation, merger, conveyance, transfer or lease and such
supplemental indenture, if any, comply with this Article and that all
conditions precedent herein provided for relating to such transaction
have been complied with.
Section 802. Successor Corporation Substituted.
Upon any consolidation or merger by the Company with or into any other
corporation, or any conveyance, transfer or lease by the Company of its
properties and assets substantially as an entirety to any Person in accordance
with Section 801, the successor corporation formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein, and thereafter,
except in the case of a lease, the predecessor corporation shall be discharged
from all obligations and covenants under this Indenture and the Securities and
may be dissolved and liquidated.
ARTICLE NINE
SUPPLEMENTAL INDENTURES
Section 901. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders of Securities or coupons, the
Company, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental hereto, in
form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the
Company and the assumption by any such successor of the covenants of
the Company herein and in the Securities in accordance with Article
Eight hereof; or
(2) to add to the covenants of the Company for the benefit of
the Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of Securities,
stating that such covenants are expressly being included solely for the
benefit of such series) or to surrender any right or power herein
conferred upon the Company; or
(3) to add any additional Events of Default; or
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(4) to add to or change any of the provisions of this Indenture
to provide that Bearer Securities may be registrable as to principal,
to change or eliminate any restrictions on the payment of principal of
or any premium or interest on Bearer Securities, to permit Bearer
Securities to be issued in exchange for Registered Securities, to
permit Bearer Securities to be issued in exchange for Bearer
Securities of other authorized denominations or to permit or
facilitate the issuance of Securities in uncertificated form, provided
that any such action shall not adversely affect the interests of the
Holders of Securities of any series or any related coupons in any
material respect; or
(5) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become
effective only when there is no Security Outstanding of any series
created prior to the execution of such supplemental indenture which is
entitled to the benefit of such provision; or
(6) to secure the Securities pursuant to the requirements of
Section 1008 or otherwise; or
(7) to establish the form or terms of Securities of any series
and any related coupons as permitted by Sections 201 and 301; or
(8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 611(b); or
(9) to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions
arising under this Indenture, provided that such action shall not
adversely affect the interests of the Holders of Securities of any
series or any related coupons in any material respect.
Section 902. Supplemental Indentures with Consent of Holders.
With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of each series affected
by such supplemental indenture, by Act of said Holders delivered to the Company
and the Trustee, the Company, when authorized by a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of modifying in any manner the rights of
the Holders of Securities of such series and any related coupons under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby,
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(1) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium
payable upon the redemption thereof, or change any obligation of the
Company to pay additional amounts pursuant to Section 1010 (except as
contemplated by Section 801(1) and permitted by Section 901(1)), or
reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502, or change
any Place of Payment where, or change the coin or currency in which any
Security or any premium or interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or
after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for
any such supplemental indenture, or the consent of whose Holders is
required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences) provided
for in this Indenture, or reduce the requirements of Section 1304 for
quorum or voting, or
(3) change any obligation of the Company to maintain an office or
agency in the places and for the purposes specified in Section 1002,
or
(4) modify any of the provisions of this Section, Section 513
or Section 1007, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be
deemed to require the consent of any Holder of a Security or coupon with
respect to changes in the references to "the Trustee" and concomitant
changes in this Section and Section 1011 or the deletion of this
proviso, in accordance with the requirements of Sections 611(b) and
901(8).
A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.
It shall not be necessary for any Act of Holders of Securities under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.
Section 903. Execution of Supplemental Indentures.
In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be
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fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties,
liabilities or immunities under this Indenture or otherwise.
Section 904. Effect of Supplemental Indentures.
Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
and of any coupons appertaining thereto shall be bound thereby.
Section 905. Conformity with Trust Indenture Act.
Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.
Section 906. Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.
ARTICLE TEN
COVENANTS
Section 1001. Payment of Principal, Premium and Interest.
The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities, any coupons appertaining thereto and this Indenture. Unless
otherwise specified as contemplated by Section 301 with respect to any series of
Securities, any interest due on Bearer Securities on or before Maturity shall be
payable only upon presentation and surrender of the respective coupons for such
interest installments.
Section 1002. Maintenance of Office or Agency.
If Securities of a series are issuable only as Registered Securities,
the Company will maintain in each Place of Payment for such series an office or
agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series
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may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served. If Securities of a series are issuable as
Bearer Securities, the Company will maintain (A) in the Borough of Manhattan,
The City of New York, an office or agency where any Registered Securities of
that series may be presented or surrendered for payment, where any Registered
Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange, where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served and where Bearer Securities of that series and
related coupons may be presented or surrendered for payment in the circumstances
described in the following paragraph (and not otherwise), (B) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
which is located outside the United States and its possessions, an office or
agency where Securities of that series and related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Securities of that series pursuant to Section 1010); provided, however, that if
the Securities of that series are listed on The International Stock Exchange of
the United Kingdom and the Republic of Ireland, Limited, the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and its
possessions and such stock exchange shall so require, the Company will maintain
a Paying Agent for the Securities of that series in London, Luxembourg or any
other required city located outside the United States and its possessions, as
the case may be, so long as the Securities of that series are listed on such
exchange, and (C) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series located outside the United States and its
possessions an office or agency where any Registered Securities of that series
may be surrendered for registration of transfer, where Securities of that series
may be surrendered for exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served. The Company will give prompt written notice to the Trustee and give
prompt notice to the Holders as provided in Section 106 of the location, and any
change in the location, of any such office or agency. If at any time the Company
shall fail to maintain any such required office or agency in respect of any
series of Securities or shall fail to furnish the Trustee with the address
thereof, such presentations and surrenders of Securities of that series may be
made and notices and demands may be made or served at the Corporate Trust Office
of the Trustee, except that Bearer Securities of that series and the related
coupons may be presented and surrendered for payment (including payment of any
additional amounts payable on Bearer Securities of that series pursuant to
Section 1010) at any Paying Agent for such series located outside the United
States and its possessions, and the Company hereby appoints the same as its
agent to receive such respective presentations, surrenders, notices and demands.
No payment of principal, premium or interest on Bearer Securities shall
be made at any office or agency of the Company in the United States or its
possessions or by check mailed to any address in the United States or its
possessions or by transfer to any account maintained with a financial
institution located in the United States or its possessions; provided, however,
that, if the Securities of a series are denominated and payable in Dollars,
payment of principal of and any premium and interest on any Bearer Security
(including any additional amounts payable on Securities of such series pursuant
to Section 1010) shall be made at the office of the Company's Paying Agent in
the Borough of Manhattan, The
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City of New York, if (but only if) payment in Dollars of the full amount of such
principal, premium, interest or additional amounts, as the case may be, at all
offices or agencies outside the United States and its possessions maintained for
the purpose by the Company in accordance with this Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions.
The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to the
Trustee and to the Holders in accordance with Section 106 of any such
designation or rescission and of any change in the location of any such other
office or agency.
Section 1003. Money for Securities Payments to be Held in Trust.
If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of and any premium or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.
Whenever the Company shall have one or more Paying Agents for any
series of Securities, i: will, on or before each due date of the principal of
and any premium or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.
The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (i) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the
Securities) in the making of any payment in respect of the Securities of that
series, upon the written request of the Trustee, forthwith pay to the Trustee
all sums held in trust by such Paying Agent as such.
The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any
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Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.
Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of and any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal and any premium or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security or
any coupon appertaining thereto shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided however, that
the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper in each Place of Payment, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.
Section 1004. Statement by Officers as to Default.
The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the
covenants, agreements or conditions in this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and if the Company
shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge.
Section 1005. Corporate Existence.
Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.
Section 1006. Maintenance of Properties.
The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
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operation or maintenance of any such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of the business of the
Company as a consolidated entity and not disadvantageous in any material respect
to the Holders.
Section 1007. Payment of Taxes and Other Claims.
The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such taxes, assessments, charges or claims which in
the aggregate are of an immaterial amount or whose amount, applicability or
validity is being contested in good faith by appropriate proceedings.
Section 1008. Limitation on Liens.
(a) The Company will not, and will not permit any Restricted
Subsidiary- to, create, assume, incur or suffer to be created, assumed or
incurred or to exist any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind (other than purchase options, rights of first refusal
and other arrangements pursuant to which capital stock or property may be sold)
(collectively, `tens") upon any Principal Property of any Restricted Subsidiary
or upon any capital stock of Universal Leaf, whether owned on the date hereof or
hereafter acquired, without making effective, concurrent provision whereby all
Outstanding Securities shall be directly secured, equally and ratably with the
indebtedness or other claims or obligations (the "Indebtedness") secured by one
or more Liens; provided, however, that the foregoing restrictions shall not
apply to:
(1) Liens existing on the date hereof securing Indebtedness
outstanding on the date hereof;
(2) Liens securing Indebtedness owing by any Restricted
Subsidiary to another Restricted Subsidiary;
(3) liens existing on any asset or shares of capital stock of
any corporation at the time such corporation becomes a subsidiary of
any Restricted Subsidiary or is merged into or consolidated with any
Restricted Subsidiary;
(4) liens on any asset securing Indebtedness incurred or
assumed or guaranteed for the purpose of financing all or any part of
the cost of acquiring, constructing, improving or repairing such asset
(including, without limitation, Liens incurred in connection with
pollution control bonds, industrial revenue bonds or similar
financings), provided that such liens attach to such asset
concurrently with or within 120 days after completion of the
acquisition, construction, improvement or repair thereof (or in the
case of real property, completion of such improvement or construction
or commencement of full operation of such property, whichever is
later);
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(5) Liens existing on any asset prior to the acquisition thereof
by any Restricted Subsidiary;
(6) Liens on any assets in favor of the United States or any
other country (or any department, agency, instrumentality or political
subdivision thereof) and created to secure any payments pursuant to
any contract or statute, provided that payment thereof is not at the
time required by Section 1007;
(7) Liens arising pursuant to any statute or order of attachment,
distraint or similar legal process arising in connection with court
proceedings so long as the execution or other enforcement thereof is
effectively stayed and the claims secured thereby are being contested
in good faith by appropriate proceedings;
(8) liens securing taxes, assessments or governmental charges or
levies not yet delinquent or being contested in good faith by
appropriate proceedings;
(9) liens securing obligations owing to landlords, mechanics,
materialmen, suppliers, carriers and other like Persons incurred in
the ordinary course of business for sums not yet due or being
contested in good faith by appropriate proceedings; and
(10) Liens arising out of the refinancing, extension, renewal or
refunding of any Indebtedness secured by any lien permitted by any of
the foregoing clauses of this Section 1008, provided that such
Indebtedness is not increased and is not secured by any additional
assets.
(b) Notwithstanding the foregoing provisions of this Section 1008,
Liens on Principal Property of the Restricted Subsidiaries in an aggregate
amount (including the value of any sale and leaseback transaction permitted by
clause (1) of Section 1009 by virtue of Section 1008(b), but excluding the value
of (i) sale and leaseback transactions otherwise permitted by Section 1009 and
(ii) Liens permitted by clauses (1) through (10) of Section 1008(a)) not at the
time exceeding 10% of Consolidated Net Tangible Assets are not subject to the
foregoing restrictions.
Section 1009. Limitation on Sale and Leaseback Transactions.
The Company will not, and will not permit any Restricted Subsidiary
to, enter into any arrangement, directly or indirectly, with any Person whereby
such Restricted Subsidiary shall sell or transfer any Principal Property of such
Restricted Subsidiary, whether now owned or hereafter acquired, more than 120
days after the completion of construction and commencement of full operation
thereof, and then or thereafter rent or lease as lessee for a term of more than
three years such property or any part thereof or any other property which such
Restricted Subsidiary intends to use for substantially the same purpose or
purposes as the Principal Property being sold or transferred, unless (1) a Lien
would be permitted (without securing all Outstanding Securities), under Section
1008 on such Principal Property in an amount equal to the value of such sale and
leaseback transaction,
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(2) the sale and leaseback transaction is between such Restricted Subsidiary and
the Company or another Subsidiary, or (3) within 180 days of such sale and
leaseback transaction, the Company or such Restricted Subsidiary applies an
amount equal to the greater of (a) the fair value of such property as determined
in good faith by the Boards of Directors of Universal Leaf and of the Company,
declared by Board Resolution, or (b) the proceeds from the sale of such
property, to (x) the purchase or acquisition (or, in the case of real property,
the construction) of assets by any Restricted Subsidiary or (y) to the voluntary
retirement of Funded Debt of the Company or any Restricted Subsidiary (which may
include the Securities), other than Funded Debt that is subordinated in right of
payment to the Securities. The value of any sale and leaseback transaction for
purposes of clause (1) of the preceding sentence and for purposes of Section
1008 shall be an amount equal to the greater of ~"e amounts specified in clauses
(3)(a) and (3)(b) of the preceding sentence, in either case first divided by the
number of years in the original lease term and then multiplied by the number of
years of such term remaining at the time of determination.
Section 1010. Additional Amounts.
If the Securities of a series provide for the payment of additional
amounts, the Company will pay to the Holder of any Security of such series or
any coupon appertaining thereto additional amounts as provided therein. Whenever
in this Indenture there is mentioned, in any context, the payment of the
principal of or any premium or interest on, or in respect of, any Security of
any series or payment of any related coupon or the net proceeds received on the
sale or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of additional amounts provided for in this
Section to the extent that, in such context, additional amounts are, were or
would be payable in respect thereof pursuant to the provisions of this Section
and express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not made.
If the Securities of a series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment of
principal and any premium or interest if there has been any change with respect
to the matters set forth in the below-mentioned Officers' Certificate, the
Company will furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series or any related
coupons who are. United States Aliens without withholding for or on account of
any tax, assessment or other governmental charge described in the Securities of
that series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities or coupons and the Company will
pay to the Trustee or such Paying Agent the additional amounts required by this
Section. The Company covenants to indemnify the
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Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any
of them in reliance on any Officers' Certificate furnished pursuant to this
Section.
Section 1011. Waiver of Certain Covenants.
The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 1005 to 1010, inclusive, with
respect to the Securities of any series if before the time for such compliance
the Holders of at least a majority in aggregate principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.
ARTICLE ELEVEN
REDEMPTION OF SECURITIES
Section 1101. Applicability of Article.
Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.
Section 1102. Election to Redeem; Notice to Trustee.
The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution. In the case of any redemption at the
election of the Company of less than all the Securities of any series, the
Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date, of the principal amount of Securities of
such series to be redeemed and, if applicable, of the tenor of the Securities to
be redeemed. In the case of any redemption of Securities (i) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, or (ii) pursuant to an election of
the Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.
Section 1103. Selection by Trustee of Securities to be Redeemed.
If less than all the Securities of any series are to be redeemed
(unless all of the Securities of a specified tenor are to be redeemed), the
particular Securities to be redeemed
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shall be selected not more than 45 days prior to the Redemption Date by the
Trustee, from the Outstanding Securities of such series not previously called
for redemption, by such 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 Securities of that series or any integral
multiple thereof) of the principal amount of Registered Securities of such
series of a denomination larger than the minimum authorized denomination for
Securities of that series or of the principal amount of global Securities of
such series. If less than all of the Securities of such series and of a
specified tenor are to be redeemed, the particular Securities to be redeemed
shall be selected not more than 45 days prior to the Redemption Date by the
Trustee, from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence. If
so specified in the Securities of a series, partial redemptions must be in an
amount not less than $1,000,000 principal amount of Securities.
The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities 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 Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.
Section 1104. Notice of Redemption.
Notice of redemption shall be given in the manner provided in Section
106 to the Holders of Securities to be redeemed not less than 30 nor more than
60 days prior to the Redemption Date.
All notices of redemption shall state:
(1) the Redemption Date,
(2) the Redemption Price,
(3) if less than all the Outstanding Securities of any
series are to be redeemed, the identification (and, in the case of
partial redemption of any Securities, the principal amounts) of the
particular Securities to be redeemed,
(4) that on the Redemption Date the Redemption Price will
become due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after
said date,
(5) the place or places which must include the applicable
Place or Places of Payment where such Securities, together in the case
of Bearer Securities with all coupons appertaining thereto, if any,
maturing after the Redemption Date, are to be surrendered for payment
of the Redemption Price, and
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(6) that the redemption is for a sinking fund, if such is the
case.
A notice of redemption to Holders of Bearer Securities published as contemplated
by Section 106 need not identify particular Registered Securities to be
redeemed.
Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.
Section 1105. Deposit of Redemption Price.
Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.
Section 1106. Securities Payable on Redemption Date.
Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest and the coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest to
the Redemption Date; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an office or agency located outside the United States and its
possessions (except as otherwise provided in Section 1002) and, unless otherwise
specified as contemplated by Section 301, only upon presentation and surrender
of coupons for such interest; and provided, further, that, unless otherwise
specified as contemplated by Section 301, installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.
If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing
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coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be payable only at
an office or agency located outside the United States and its possessions
(except as otherwise provided in Section 1002) and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of those
coupons.
If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.
Section 1107. Securities Redeemed in Part.
Any Registered Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Registered Security or Securities of the same
series and of like tenor, of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered. If a
temporary global Security or permanent global Security is so surrendered, such
new Security so issued shall be a new temporary global Security or permanent
global Security, respectively.
ARTICLE TWELVE
SINKING FUNDS
Section 1201. Applicability of Article.
The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.
The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.
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Section 1202. Satisfaction of Sinking Fund Payments with Securities.
The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption), together in the case of any Bearer
securities of such series with all unmatured coupons appertaining thereto, and
(2) may apply as a credit Securities of a series which have been redeemed either
at the election of the Company pursuant to the terms of such Securities or
through the application of permitted optional sinking fund payments pursuant to
the terms of such Securities, in each case in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of such series required
to be made pursuant to the terms of such Securities as provided for by the terms
of such series; provided that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.
Section 1203. Redemption of Securities for Sinking Fund.
Not less than 75 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202, the basis for such credit and that such Securities
have not been previously so credited, and will also deliver to the Trustee any
Securities to be so delivered. Not less than 45 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107.
ARTICLE THIRTEEN
MEETINGS OF HOLDERS OF SECURITIES
Section 1301. Purposes for Which Meetings May be Called.
A meeting of Holders of Securities of any or all series may be called
at any time and from time to time pursuant to this Article to make, give or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be made, given or taken by Holders of
Securities of such series.
Section 1302. Call, Notice and Place of Meetings.
(a) The Trustee may at any time call a meeting of Holders of Securities
of any series for any purpose specified in Section 1301, to be held at such time
and at such place in the Borough of Manhattan, The City of New York, or in
London as the Trustee shall
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determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 nor more than 180 days prior to the
date fixed for the meeting (or, in the case of a meeting of Holders with respect
to Securities of a series all or part of which are represented by a Book-Entry
Security, not less than 20 nor more than 40 days).
(b) In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least 10% in aggregate principal amount of the Outstanding
Securities of any series shall have requested the Trustee to call a meeting of
the Holders of Securities of such series for any purpose specified in Section
1301, by written request setting forth in reasonable detail the action proposed
to be taken at the meeting, and the Trustee shall not have made the first
publication of the notice of such meeting within 21 days after receipt of such
request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York or in London for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in subsection (a) of this Section.
Section 1303. Persons Entitled to Vote at Meetings.
Upon the calling of a meeting of Holders with respect to the Securities
of a series all or part of which are represented by a Book-Entry Security, a
record date shall be established for determining Holders of Outstanding
Securities of such series entitled to vote at such meeting, which record date
shall be the close of business on the day the notice of the meeting of Holders
is given in accordance with Section 1302. The Holders on such record date, and
their designated proxies, and only such Persons, shall be entitled to vote at
such meeting of Holders.
To be entitled to vote at any meeting of Holders a Person shall (a) be
a Holder of one or more Securities or (b) be a Person appointed by an instrument
in writing as proxy by a Holder of one or more Securities; provided, however,
that in the case of any meeting of Holders with respect to the Securities of a
series all or part of which are represented by a Book-Entry Security, only
Holders, or their designated proxies, of record on the record date established
pursuant to this Section 1303 shall be entitled to vote at such meeting. The
only Persons who shall be entitled to be present or to speak at any meeting of
Holders shall be the Persons entitled to vote at such meeting and their counsel
and any representatives of the Trustee and its counsel and any representatives
of the Company and its counsel.
Section 1304. Quorum; Action.
The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent, waiver, request, demand,
notice, authorization, direction or other action which
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may be given by the Holders of not less than a specified percentage in principal
amount of the Outstanding Securities of a series, the Persons holding or
representing such specified percentage in principal amount of the Outstanding
Securities of such series will constitute a quorum. In the absence of a quorum
within one hour of the time appointed for any such meeting, the meeting shall,
if convened at the request of Holders of Securities of such series, be
dissolved. In any other case the meeting may be adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1302(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series which shall
constitute a quorum. Notwithstanding the foregoing, no meeting of Holders with
respect to Securities of any series which is represented in whole or in part by
a Book-Entry Security, shall be adjourned to a date more than 90 days after the
record date for such meeting unless the Trustee shall send out a new notice of
meeting and establish, in accordance with Section 1303, a new record date for
Holders entitled to vote at such meeting.
Except as limited by the proviso to the first paragraph of Section 902,
any resolution presented to a meeting or adjourned meeting duly reconvened at
which a quorum is present as aforesaid may be adopted by the affirmative vote of
the Holders of a majority in principal amount of the Outstanding Securities of
that series; provided, however, that, except as limited by the proviso to the
first paragraph of Section 902, any resolution with respect to any consent,
waiver, request, demand, notice, authorization, direction or other action which
this Indenture expressly provides may be given by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid only by the affirmative vote of the
Holders of a not less than such specified percentage in principal amount of the
Outstanding Securities of that series.
Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.
Section 1305. Determination of Voting Rights; Conduct and Adjournment of
Meetings.
(a) Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem
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appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section 104
and the appointment of any proxy shall be proved in the manner specified in
Section 104 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 104 to certify to the holding of Bearer Securities. Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 104 or
other proof.
(b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 1302(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.
(c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Securities of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.
(d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1302 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.
Section 1306. Counting Votes and Recording Action of Meetings.
The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1302 and, if
applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the
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Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.
ARTICLE FOURTEEN
DEFEASANCE AND COVENANT DEFEASANCE
Section 1401. Company's Option to Effect Defeasance or Covenant Defeasance.
Unless otherwise provided pursuant to Section 301, the Company may at
its option by Board Resolution, at any time, with respect to the Securities of
any series, elect to have either Section 1402 or Section 1403 be applied to the
Outstanding Securities of such series upon compliance with the conditions set
forth below in this Article Fourteen.
Section 1402. Defeasance and Discharge.
Upon the Company's exercise of the above option applicable to this
Section and subject to Section 1405, the Company shall be deemed to have been
discharged from its obligations with respect to the Outstanding Securities of
such series on and after the date the conditions precedent set forth below are
satisfied but subject to satisfaction of the conditions subsequent set forth
below (hereinafter, "defeasance"). For this purpose, such defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities of such series and to have satisfied
all its other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of Outstanding Securities of such series to
receive, solely from the trust fund described in Section 1404 and as more fully
set forth in such Section, payments of the principal of and any premium and
interest on such Securities when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003 and such obligations as shall be ancillary thereto, (C) the rights,
powers, trusts, duties, immunities and other provisions in respect of the
Trustee hereunder and (D) this Article Fourteen. Subject to compliance with this
Article Fourteen, the Company may exercise its option under this Section 1402
notwithstanding the prior exercise of its option under Section 1403 with respect
to the Securities of such series. Following a defeasance, payment of the
Securities of such series may not be accelerated because of an Event of Default.
Section 1403. Covenant Defeasance.
Upon the Company's exercise of the above option applicable to this
Section, the Company shall be released from its obligations under Sections 1005
to 1009, inclusive, (and any other Sections applicable to such Securities that
are determined pursuant to Section 301 to be subject to this provision) with
respect to the Outstanding Securities of such series on and after the date the
conditions precedent set forth below are satisfied but
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subject to satisfaction of the conditions subsequent set forth below
(hereinafter, "covenant defeasance"). For this purpose, such covenant defeasance
means that, with respect to the Outstanding Securities of such series, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Section, whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby. Following a covenant defeasance, payment of the
Securities of such series may not be accelerated because of an Event of Default
solely by reference to such Sections specified above in this Section 1403.
Section 1404. Conditions to Defeasance or Covenant Defeasance.
The following shall be the conditions precedent or, as specifically
noted below, subsequent to application of either Section 1402 or Section 1403 to
the Outstanding Securities of such series:
(1) The Company shall irrevocably have deposited or caused to
be deposited with the Trustee as trust funds in trust for the purpose of
making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities, (A)
money in an amount, or (B) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before
the due date of any payment, money in an amount, or (C) a combination
thereof, sufficient, without reinvestment, in the opinion of a
nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, to pay and
discharge, and which shall be applied by the Trustee to pay and
discharge, (i) the principal of and any premium and interest on the
Outstanding Securities of such series to Maturity or redemption, as the
case may be, and (ii) any mandatory sinking fund payments or analogous
payments applicable to the Outstanding Securities of such series on the
due dates thereof. Before such a deposit the Company may make
arrangements satisfactory to the Trustee for the redemption of
Securities at a future date or dates in accordance with Article Eleven
which shall be given effect in applying the foregoing. For this purpose,
"U.S. Government Obligations" means securities that are (x) direct
obligations of the United States of America for the payment of which its
full faith and credit is pledged or (y) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality
of the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case, are not callable or redeemable at the
option of the issuer thereof, and shall also include a depository
receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act of 1933, as amended) as custodian with respect to any
such U.S. Government Obligation or a specific payment of principal of or
interest on any such U.S. Government Obligation held by such custodian
for the account of the holder of such depository receipt, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository
receipt from any amount
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received by the custodian in respect of the U.S. Government Obligation or the
specific payment of principal of or interest on the U.S. Government Obligation
evidenced by such depository receipt.
(2) No Event of Default, or event which after notice or lapse of time, or
both, would become an Event of Default with respect to the Securities of such
series, shall have happened and be continuing (A) on the date of such deposit or
(B) insofar as subsections 50 1(5) and (6) hereof are concerned, at any time
during the period ending on the 123rd day after the date of such deposit or, if
longer, ending on the day following the expiration of the longest preference
period applicable to the Company in respect of such deposit (it being understood
that the condition in this clause (B) is a condition subsequent and shall not be
deemed satisfied until the expiration of such period).
(3) Such defeasance or covenant defeasance shall not (A) cause the Trustee
for the Securities of such series to have a conflicting interest as defined in
Section 608 or for purposes of the Trust Indenture Act with respect to any
securities of the Company or (B) result in the trust arising from such deposit
to constitute, unless it is qualified as, a regulated investment company under
the Investment Company -Act of 1940, as amended.
(4) Such defeasance or covenant defeasance shall not result in a breach or
violation of, or constitute a default under, this Indenture or any other
agreement or instrument to which the Company is a party or by which it is bound.
(5) Such defeasance or covenant defeasance shall not cause any Securities
of such series then listed on any registered national securities exchange under
the Securities Exchange Act of 1934, as amended, to be delisted.
(6) In the case of an election under Section 1402, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (x) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (y) since the date of this Indenture there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of the Outstanding
Securities of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of such defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such defeasance had not occurred.
(7) In the case of an election under Section 1403, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
the Outstanding Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of such covenant defeasance and
will be subject to Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such covenant defeasance
had not occurred.
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(8) Such defeasance or covenant defeasance shall be effected
in compliance with any additional terms, conditions or limitations
which may be imposed on the Company in connection therewith pursuant to
Section 301.
(9) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent and subsequent provided for in this Indenture
relating to either the defeasance under Section 1402 or the covenant
defeasance under Section 1403, as the case may be, have been complied
with.
Section 1405. Deposited Money and U.S. Government Obligations to be Held in
Trust; Other Miscellaneous Provisions.
Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligation (including the proceeds thereof) deposited
with the Trustee pursuant to Section 1404 in respect of the Outstanding
Securities of such series shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (but not including the
Company acting as its own Paying Agent) as the Trustee may determine, to the
Holders of such Securities, of all sums due and to become due thereon in respect
of principal and any premium and interest, but such money need not be segregated
from other funds except to the extent required by law.
The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the money or U.S. Government
Obligations deposited pursuant to Section 1404 or the principal and interest
received in respect thereof.
Anything herein to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or U.S. Government Obligations held by it as provided in Section 1404 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent defeasance or covenant defeasance, provided that the
Trustee shall not be required to liquidate any U.S. Government Obligations in
order to comply with the provisions of this paragraph.
Anything herein to the contrary notwithstanding, if and to the extent
the deposited money or U.S. Government Obligations (or the proceeds thereof)
either (i) cannot be applied by the Trustee in accordance with this Section
because of a court order or (ii) are for any reason insufficient in amount, then
(x) the Company's obligations to pay principal of and any premium and interest
on the Securities of such series shall be reinstated to the extent necessary to
cover the deficiency on any due date for payment and (y) in the case of a
covenant defeasance under Section 1403, the Company's obligations under Sections
1005 to 1009, inclusive, (and any other Sections applicable to such Securities
that are determined pursuant to Section 301 to be subject to this provision)
shall be reinstated unless and until all deficiencies on any due date for
payment are covered. In any case
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specified in clause (i), the Company's interest in the deposited money and U.S.
Government Obligations (and proceeds thereof) shall be reinstated to the extent
the Company's payment obligations are reinstated.
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This instrument 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.
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the date first above written.
UNIVERSAL CORPORATION
By: /s/ O. KEMP DOZIER
--------------------------
Name: O. Kemp Dozier
Title: Vice President and Treasurer
(Seal)
Attest:
/s/ J. M. WHITE
---------------------------
Secretary
CHEMICAL BANK
By: /s/ M. K. CONNER
------------------------------
Name: M. K. Conner
Title: Trust Officer
(Seal)
Attest:
/s/ P. MORABITO
---------------------------
[Assistant] Secretary
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State of Virginia
County of Richmond ss.:
On the 12th day of February 1991, before me personally came O. Kemp
Dozier to me known, who, being by me duly sworn, did depose and say that he is a
Treasure and Vice President of Universal Corporation, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
(Notarial Seal) /s/ JOETTA J. ANTHONY
----------------------
Notary Public
State of New York
County of New York ss.:
On the 13th day of February, 1991, before me personally came M. K.
Conner to me known, who, being by me duly sworn, did depose and say that she is
a Trust Officer of Chemical Bank, one of the corporations described in and which
executed the foregoing instrument; that she knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the By-laws of said corporation, and that she signed her
name thereto by like authority.
(Notarial Seal) /s/ FRANK S. FECZKO
--------------------
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EXHIBIT A
[FORM OF REGISTERED SECURITY WHICH IS NOT AN
ORIGINAL ISSUE DISCOUNT SECURITY]
[Form of Face]
UNIVERSAL CORPORATION
No. [R-] [U.S.] $
Universal Corporation, a Virginia corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to_____ ,or
registered assigns, the principal sum of [United States] Dollars on and to pay
interest thereon from , 19 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, or, if the date of this
Security is an Interest Payment Date to which interest has been paid or duly
provided for, then from the date hereof, [semi-annually in arrears on and
in each year] [annually in arrears on in each year,] commencing , 20__,
and at Maturity at the rate of % per annum, until the principal hereof is paid
or duly made available for payment [If applicable, insert-- and (to the extent
that the payment of such interest shall be legally enforceable) at the rate of %
per annum on any overdue principal [and premium] and on any overdue installment
of interest]. 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 Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the [or ] (whether or not a Business Day) [, as the
case may be,] next preceding such Interest Payment Date. [Except as otherwise
provided in the Indenture,] any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date and may be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a Special
Record Date to be fixed by the Trustee for the payment of such Defaulted
Interest, notice whereof shall be given to the Holder of this Security not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner [not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange], all as more fully
provided in such Indenture. Payment of the principal of [(and premium, if any)]
and interest on this Security will be made at [the office or agency of the
Company maintained for that purpose in , 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] [the option of the Holder (a) at [the Corporate Trust
Office of the Trustee] or such other office or agency of the Company as may be
designated by it for such purpose in the Borough of Manhattan, The City of New
York, in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts or (b)
subject to any laws or regulations applicable thereto and to the right of the
Company (limited as provided in
<PAGE>
the Indenture) to rescind the designation of any such Paying Agent, at the
[main] offices of _________in ___________in _____________, in , in and in ,
or at such other offices or agencies as the Company may designate, by [United
States dollar] check drawn on, or transfer to a [United States dollar] account
maintained by the payee with, a bank in The City of New York (so long as the
applicable Paying Agent has received timely and proper transfer instructions in
writing)] [If applicable, insert--; provided, however, that payment of interest
may be made at the option of the Company by [United States dollar] check mailed
to the addresses of the Persons entitled thereto as such addresses shall appear
in the Security Register] [or by transfer to a [United States dollar] account
maintained by the payee with, a bank in The City of New York (so long as the
applicable Paying Agent has received timely and proper transfer instructions in
writing)].
[If Securities of the series are to be offered to United States Aliens,
insert--]The Company will pay to the Holder of this Security who is a United
States Alien (as defined below) such additional amounts as may be necessary in
order that every net payment of the principal of [(and premium, if any)] and
interest on this Security, after deduction or withholding for or on account of
any present or future tax, assessment or other governmental charge imposed by
the United States (as defined below) or any political subdivision or taxing
authority thereof or therein upon or as a result of such payment, will not be
less than the amount provided for in this Security to be then due and payable;
provided, however, that the Company shall not be required to make any payment of
additional amounts for or on account of:
(a) any tax, assessment or other governmental charge which would
not have been imposed but for (i) the existence of any present or
former connection between such Holder (or between a fiduciary,
settlor, beneficiary, member or shareholder of, or possessor of a
power over, such Holder, if such Holder is an estate, trust,
partnership or corporation) and the United States, including, without
limitation, such Holder (or such fiduciary, settlor, beneficiary,
member, shareholder or possessor) being or having been a citizen or
resident thereof or being or having been present or engaged in trade
or business therein or having or having had a permanent establishment
therein or (ii) the presentation by the Holder of such Security for
payment on a date more than 10 days after the date on which such
payment became due and payable or the date on which payment thereof is
duly provided for, whichever occurs later;
(b) any estate, inheritance, gift, sales, transfer, personal
property tax or similar tax, assessment or other governmental charge;
(c) any tax, assessment or other governmental charge imposed by
reason of such Holder's past or present status as a personal holding
company or foreign personal holding company with respect to the United
States or as a corporation which accumulates earnings to avoid United
States federal income tax;
A-2
<PAGE>
(d) any tax, assessment or other governmental charge which is
payable otherwise than by withholding from payments of principal of
[(and premium, if any)] or interest on, such Security;
(e) any tax, assessment or other governmental charge required to
be withheld by any Paying Agent from any payment of principal of [(and
premium, if any)] or interest on, the Securities, if such payment can
be made without such withholding by any of the other Paying Agents in
Western Europe;
(f) any tax, assessment or other governmental charge which would
not have been imposed but for the failure to comply with
certification, information, documentation or other reporting
requirements concerning the nationality, residence, identity or
connections with the United States of the Holder or beneficial owner
of such Security, if such compliance is required by statute or by
regulation of the United States Treasury Department as a pre-condition
to relief or exemption from such tax, assessment or other governmental
charge;
(g) any tax, assessment or other governmental charge imposed on
interest received by (i) a 10% shareholder (as defined in Section
871(h)(3)(B) of the United States Internal Revenue Code of 1986, as
amended, and the regulations that may be promulgated thereunder) of
the Company or (ii) a controlled foreign corporation within the
meaning of the United States Internal Revenue Code of 1986, as
amended; or
(h) any combination of items (a), (b), (c), (d), (e), (f) and
(g);
nor will additional amounts be paid with respect to any payment of principal of
[(and premium, if any)] or interest on this Security to any Holder which is a
United States Alien who is a fiduciary or partnership or other than the sole
beneficial owner of any such payment to the extent that a beneficiary or settlor
with respect to such fiduciary, a member of such a partnership or the beneficial
owner would not have been entitled to the additional amounts had such
beneficiary, settlor, member or beneficial owner been the Holder of this
Security. Except as specifically provided in the Securities of this series, the
Company shall not be required to make any payment with respect to any tax,
assessment or governmental charge imposed by any government or any political
subdivision thereof or taxing authority therein. Whenever in this Security there
is mentioned, in any context, the payment of the principal of [(or premium, if
any)] or interest on, or in respect of, a Security, such mention shall be deemed
to include mention of the payment of additional amounts provided for herein to
the extent that, in such context, additional amounts are, were or would be
payable in respect thereof pursuant to the provisions hereof and express mention
of the payment of additional amounts (if applicable) in any provisions hereof
shall not be construed as excluding additional amounts in those provisions
hereof where such express mention is not made. The term "United States Alien"
means any Person who, for United States federal income tax purposes, is a
foreign corporation, a non-resident alien individual, a non-resident alien
fiduciary of a foreign estate or trust or a foreign partnership to the extent
that one
A-3
<PAGE>
or more of its members is, for United States federal income tax purposes, a
foreign corporation, a non-resident alien individual or a non-resident alien
fiduciary of a foreign estate or trust, and the term "United States" means the
United States of America (including the States and the District of Columbia).
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place. This Security is one of the
Securities originally sold under the Company's Prospectus dated 19 , as
supplemented by a Prospectus Supplement dated_______, 19_______.
Unless the certificate of authentication hereon has been executed by or
on behalf of Chemical Bank, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized officers, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
-executed under its corporate seal.
Dated: ________________________________
UNIVERSAL CORPORATION
[Seal] By: ___________________________
Name:
Title:
Attest:
___________________________
___________________________
Secretary
[Form of Reverse]
This Security is one of a duly authorized issue of Securities (herein
called the "Securities") of the Company, unlimited in aggregate principal
amount, issued and to be issued in one or more series under an indenture dated
as of _________, 1991 between the Company and Chemical Bank, Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture (as hereinafter defined)), to which indenture and all indentures
supplemental thereto (the indenture, as supplemented, being herein called the
"Indenture") reference is hereby made for a statement of the respective rights
thereunder of the Company, the Trustee and the Holders of the Securities [If the
Securities of the series are issuable as Bearer
A-4
<PAGE>
Securities, insert--and any coupons appertaining thereto] 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 [, limited in
aggregate principal amount to [U.S.]$ ]. [If the Securities of the series are
issuable as Bearer Securities, insert--The Securities of this series are
issuable as Bearer Securities [,with interest coupons attached,] in the
denomination of U.S.$ , and as Registered Securities, 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, Bearer
Securities and Registered Securities of this series are exchangeable for a like
aggregate principal amount of Registered Securities of this series and of like
tenor of any authorized denominations, as requested by the Holder surrendering
the same, upon surrender of the Security or Securities to be exchanged at any
office or agency described below where Registered Securities of this series may
be presented for registration of transfer. Registered Securities, including
Registered Securities received in exchange for Bearer Securities, may not be
exchanged for Bearer Securities.]
[If applicable, insert--The Securities of this series are subject to
redemption [(1)] -[If applicable, insert--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)]] [If applicable, insert--at any time [on or after ,
____________19 ], 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 , %, 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,] [If
applicable, insert--[and ( )] under the circumstances described in the next
[two] succeeding paragraph[s] at a Redemption Price equal to 100% 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; provided, however, that installments of
interest on this Security whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holder of this Security, 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 (1) on in any year commencing with the year and ending with the year
through
A-5
<PAGE>
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 , 19 ], 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 REDEMPTION PRICE FOR
FOR REDEMPTION RECEMPTION OTHERWISE
THROUGH OPERATION THAN THROUGH OPERATION
YEAR OF THE SINKING FUND OF THE SINKING FUND
---- ------------------- -------------------
and thereafter at a Redemption Price equal to % of the principal amount [If
applicable, insert--and (3) under the circumstances described in the next [two]
succeeding paragraph[s] at a Redemption Price equal to 100% 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;
provided, however, that installments of interest on this Security whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holder of
this security, 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)] above ____________ 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 Securities of the series are to be offered to United States Aliens,
insert--The Securities of this series may be redeemed, as a whole but not in
part, at the option of the Company, at a Redemption Price equal to 100% of their
principal amount, together with interest accrued to the date fixed for
redemption, if, as a result of any amendment to, or change in, the laws (or any
regulations or rulings promulgated thereunder) of the United States or any
political subdivision or taxing authority thereof or therein affecting taxation,
or any amendment to or change in an official position regarding the application
or interpretation of such laws, regulations or rulings, which amendment or
change is effective on or after , 19, the Company will become obligated to pay
additional amounts (as described on the face hereof) on the next succeeding
Interest Payment Date, provided that such obligation to pay additional amounts
cannot be avoided by the use of reasonable measures available to the Company;
provided, however, that in the
A-6
<PAGE>
opinion of the Company, which opinion shall be rendered in good faith, such
measures need not be used if they have or will have a material adverse impact on
the conduct of its business; provided further, however, that (a) no notice of
such redemption may be given earlier than 90 days prior to the earliest date on
which the Company would be obligated to pay such additional amounts were a
payment in respect of the Securities of this series then due, and (b) at the
time notice of such redemption is given, such obligation to pay such additional
amounts remains in effect. Immediately prior to the giving of any notice of
redemption pursuant to this paragraph, the Company shall deliver to the Trustee
a certificate stating that the Company is entitled to effect such redemption and
setting forth a statement of facts showing that the conditions precedent to the
right of the Company so to redeem have occurred and an opinion of McGuire,
Woods, Battle & Boothe to such effect based on such statement of facts.]
[If the Securities of the series are issuable as Bearer Securities and
if applicable*, insert--In addition, if the Company determines that any payment
made outside the United States and its possessions by the Company or any of its
Paying Agents of the full amount of principal [,premium, if any,] or interest
due with respect to any Bearer Security or coupon would, under any present or
future laws or regulations of the United States affecting taxation or otherwise,
be subject to any certification, information, documentation or other reporting
requirement of any kind, the effect of which requirement is the disclosure to
the Company, any Paying Agent or any governmental authority of the nationality,
residence or identity of a beneficial owner of such Bearer Security or coupon
who is a United States Alien (as defined on the face hereof) (other than such a
requirement (a) which would not be applicable to a payment made by the Company
or any one of its Paying Agents (i) directly to the beneficial owner or (ii) to
any custodian, nominee or other agent of the beneficial owner, or (b) which can
be satisfied by the custodian, nominee or other agent certifying that the
beneficial owner is a United States Alien, provided in each case referred to in
clauses (a)(ii) and (b) that payment by such custodian, nominee or other agent
of such beneficial owner is not otherwise subject to any such requirement or (c)
would not be applicable to a payment made to any other Paying Agent in Western
Europe), the Company at its election will either (x) redeem the Securities of
this series, as a whole but not in part, at a Redemption Price equal to 100% of
their principal amount, together with interest accrued to the date fixed for
redemption, or (y) if and so long as any such certification, information,
documentation or other reporting requirement would be fully satisfied by payment
of a backup withholding tax or similar charge, pay to the Holders of Bearer
Securities who are United States Aliens certain additional amounts specified in
the Bearer Securities of this series. The Company will make such determination
and election and notify the Trustee thereof as soon as practicable, and the
Trustee will promptly give notice of such determination in the manner provided
below (the "Determination Notice"), in each case stating the effective date of
such certification, information, documentation or other reporting requirement,
whether the Company will redeem the
-------------------
* Generally this provision will only be applicable if the Securities of the
series bear interest at a fixed rate.
A-7
<PAGE>
Securities or will pay to the Holders of Bearer Securities who are United States
Aliens the additional amounts specified in the Bearer Securities of this series
and (if applicable) the last date by which the redemption of the Securities must
take place. If the Company elects to redeem the Securities, such redemption
shall take place on such date, not later than one year after publication of the
Determination Notice, as the Company elects by notice to the Trustee at least 75
days before such date, unless shorter notice is acceptable to the Trustee. Upon
receipt of notice from the Company as to the date of redemption, the Trustee
shall cause notice thereof to be duly given in the manner provided below.
Notwithstanding the foregoing, the Company will not so redeem the Securities if
the Company subsequently determines, not less than 30 days prior to the date
fixed for redemption, that subsequent payments on Securities would not be
subject to any such requirement, in which case the Company will promptly notify
the Trustee, which will promptly give notice of that determination in the manner
provided below, and any earlier redemption notice will thereupon be revoked and
of no further effect. If the Company elects as provided in clause (y) above to
pay such additional amounts to the Holders of Bearer Securities who are United
States Aliens, and as long as the Company is obligated to pay such additional
amounts to such Holders, the Company may subsequently redeem the Securities, at
any time, as a whole but not in part, at a Redemption Price equal to 100% of
their principal amount, together with interest accrued to the date fixed for
redemption, including any additional amounts required to be paid but without
reduction for applicable United States of America withholding taxes.]
[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] [U.S.] $ [("mandatory sinking fund") and not more than [U.S.] $
] aggregate principal amount of Securities of this series. [Securities of this
series acquired or redeemed by the Company 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].]
Notice of redemption will be given by mail to Holders of [If Securities
of the series are issuable as Bearer Securities, insert--Registered] Securities,
not less than 30 nor more than 60 days prior to the date fixed for redemption,
all as provided in the Indenture.
[In the event of redemption of this Security in part only, a new [If
Securities of the series are issuable as Bearer Securities, insert--Registered]
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 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.
A-8
<PAGE>
[[Except as otherwise provided herein,] the Securities of this series
are not subject to any sinking fund and are not subject to redemption at the
option of the Company prior to maturity.]
The provisions of Article Fourteen of the Indenture [do not] apply to
Securities of this series.
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 and any related coupons under the Indenture at any time by the Company
and the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Securities at the time Outstanding of each series and
affected thereby. 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 [If Securities of the series are issuable as Bearer Securities,
insert--and any related coupons] 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 set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series shall
have made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of the Outstanding Securities
of this series a direction inconsistent with such request and shall have failed
to institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of [(and premium, if any)] or interest
on this Security 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 premium, if any)]
and interest [(including additional amounts, as described on the face hereof)]
on this Security at the time, 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 may be registered on the Security
Register of the Company,
A-9
<PAGE>
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] [the Borough of Manhattan, 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
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 [If the Securities of the series are issuable as
Bearer Securities, insert--Registered] 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.
[If the Securities of the series are not issuable as Bearer Securities,
insert--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, the 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 Securities of this series shall be dated the date of their
authentication.
[If the Securities of the Series are issuable as Bearer Securities,
insert--The Indenture, the Securities and any coupons appertaining thereto 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.
A-10
<PAGE>
EXHIBIT B
[FORM OF REGISTERED SECURITY WHICH IS AN
ORIGINAL ISSUE DISCOUNT SECURITY]
[Form of Face]
[Insert any legend required by the Internal Revenue Code and the
Regulations thereunder.]
UNIVERSAL CORPORATION
No. [R-] [U.S.] $
Universal Corporation, a Virginia corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
or registered
assigns, the principal sum of
[United States] Dollars on [If the Security is
interest-bearing, insert--, and to pay interest thereon from , 19 or
from the most recent Interest Payment Date to which interest has been
paid or duly provided for, or, if the date of this Security is an Interest
Payment Date to which interest has been paid or duly provided for, then from the
date hereof, [semi-annually in arrears on and in each year]
[annually in arrears on in each year,] commencing , 19__, and at
Maturity at the rate of ______________% per annum, until the principal hereof is
paid or duly made available for payment [If applicable, insert--, and (to the
extent that the payment of such interest shall be legally enforceable) at the
rate of % per annum on any overdue principal [and premium] and on any overdue
installment of interest]. 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 Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the [or ] (whether or not a Business
Day) [, as the case may be,] next preceding such Interest Payment Date. [Except
as otherwise provided in the Indenture,] any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on
such Regular Record Date and may be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date to be fixed by the Trustee for the payment of
such Defaulted Interest, notice whereof shall be given to the Holder of this
Security not less than 10 days prior to such Special Record Date, or may be paid
at any time in any other lawful manner [not inconsistent with the requirements
of any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange], all as more fully
provided in such Indenture]. [If the Security is not to bear interest prior to
Maturity, insert--The principal of this Security shall not bear interest except
in the case of a default in payment of principal upon acceleration, upon
redemption or at Stated Maturity, and in such case the overdue principal of this
Security shall bear interest at the rate of % per annum (to the extent that the
payment of such interest shall be legally enforceable), which shall accrue from
the date of such default in payment to the
<PAGE>
date payment of such principal has been made or duly provided for. Interest on
any overdue principal shall be payable on demand. Any interest on any overdue
principal shall bear interest at the rate of % per annum (to the extent that the
payment of such interest shall be legally enforceable), which shall accrue from
the date of such default in payment to the date payment of such interest has
been made or duly provided for, and such interest shall also be payable on
demand.] Payment of the principal of [(and premium, if any)] and [If applicable,
insert--any such] interest on this Security will be made at [the office or
agency of the Company maintained for that purpose in , 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] [the option of the Holder (a) at [the
Corporate Trust Office of the Trustee] or such other office or agency of the
Company as may be designated by it for such purpose in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America
as at the time of payment shall be legal tender for the payment of public and
private debts or (b) 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 Paying Agent, at the [main] offices of in ,
in , in , in and in , or at such other offices or agencies
as the Company may designate, by [United -States dollar] check drawn on, or
transfer to a [United States dollar] account maintained by the payee with, a
bank in The City of New York (so long as the applicable Paying Agent has
received timely and proper transfer instructions in writing)] [If applicable,
insert--; provided, however, that payment of interest may be made at the option
of the Company by [United States dollar] check mailed to the addresses of the
Persons entitled thereto as such addresses shall appear in the Security
Register] [or by transfer to a [United States dollar] account maintained by the
payee with, a bank in The City of New York (so long as the applicable Paying
Agent has received timely and proper transfer instructions in writing)].
[If Securities of the series are to be offered to United States Aliens,
insert--The Company will pay to the Holder of this Security who is a United
States Alien (as defined below) such additional amounts as may be necessary in
order that [If the Security is interest-bearing, insert--every net payment of
the principal of [(and premium, if any)] and interest on this Security] [If the
Security is not to bear interest prior to Maturity, insert--(i) the net payment
of principal of (and interest on overdue principal, if any, on) this Security
and (ii) the net proceeds from the sale or exchange of this Security to the
extent of the issue price plus accrued but unpaid original issue discount],
after deduction or withholding for or on account of any present or future tax,
assessment or other governmental charge imposed by the United States (as defined
below) or any political subdivision or taxing authority thereof or therein upon
or as a result of such payment, [If the Security is not to bear interest prior
to Maturity, insert--or, as a result of such sale or exchange] will not be less
than the amount provided for in this Security to be then due and payable [If the
Security is not to bear interest prior to Maturity, insert--or, in the case of a
sale or exchange, the amount of the net proceeds from the sale or exchange
before any such tax, assessment or other governmental charge]; provided,
however, that the Company shall not be required to make any payment of
additional amounts for or on account of:
B-2
<PAGE>
(a) any tax, assessment or other governmental charge which would not have
been imposed but for (i) the existence of any present or former connection
between such Holder (or between a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, such Holder, if such Holder is an
estate, trust, partnership or corporation) and the United States, including,
without limitation, such Holder (or such fiduciary, settlor, beneficiary,
member, shareholder or possessor) being or having been a citizen or resident
thereof or being or having been present or engaged in trade or business therein
or having or having had a permanent establishment therein or (ii) the
presentation by the Holder of such Security for payment on a date more than 10
days after the date on which such payment became due and payable or the date on
which payment thereof is duly provided for, whichever occurs later;
(b) any estate, inheritance, gift, sales, transfer, personal property tax
or similar tax, assessment or other governmental charge;
(c) any tax, assessment or other governmental charge imposed by reason of
such Holder's past or present status as a personal holding company or foreign
personal holding company with respect to the United States or as a corporation
which accumulates earnings to avoid United States federal income tax;
(d) any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payments of [If the Security is
interest-bearing, insert--principal of [(and premium, if any)] or interest on,
such Security] [If the Security is not to bear interest prior to Maturity,
insert--principal of [(and premium, if any)] or interest on overdue principal,
if any, on) such Security or from payments from the proceeds of a sale or
exchange of such Security];
(e) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment of principal of [(and premium, if
any)] or interest on, the Securities, if such payment can be made without such
withholding by any of the other Paying Agents in Western Europe;
(f) any tax, assessment or other governmental charge which would not have
been imposed but for the failure to comply with certification, information,
documentation or other reporting requirements concerning the nationality,
residence, identity or connections with the United States of the Holder or
beneficial owner of such Security, if such compliance is required by statute or
by regulation of the United States Treasury Department as a pre-condition to
relief or exemption from such tax, assessment or other governmental charge;
(g) any tax, assessment or other governmental charge imposed [If the
Security is interest-bearing, insert--on interest received by (i) a 10%
shareholder (as defined in Section 871(h)(3)(B) of the United States Internal
Revenue Code
B-3
<PAGE>
of 1986, as amended, and the regulations that may be promulgated
thereunder) of the Company or (ii) a controlled foreign corporation
within the meaning of the United States Internal Revenue Code of 1986,
as amended] [If the Security is not to bear interest prior to Maturity,
insert--(i) by reason of such Holder's past or present status as a 10%
shareholder (as defined in Section 871(h)(3)(B) of the United States
Internal Revenue Code of 1986, as amended, and the regulations that may
be promulgated thereunder) of the Company or (ii) by reason of such
Holder's past or present status as a controlled foreign corporation
within the meaning of the United States Internal Revenue Code of 1986,
as amended]; or
(h) any combination of items (a), (b), (c), (d), (e), (f) and (g);
nor will additional amounts be paid with respect to any payment of [If the
Security is interest-bearing, insert--principal of [(and premium, if any)] or
interest on this Security] [If the Security is not to bear interest prior to
Maturity, insert--principal of (or interest on overdue principal, if any, on)
this Security or of the proceeds of any sale or exchange of this Security] to
any Holder which is a United States Alien who is a fiduciary or partnership or
other than the sole beneficial owner of any such payment to the extent that a
beneficiary or settlor with respect to such fiduciary, a member of such a
partnership or the beneficial owner would not have been entitled to the
additional amounts had such beneficiary, settlor, member or beneficial owner
been the Holder of this Security. Except as specifically provided in the
Securities of this series, the Company shall not be required to make any payment
with respect to any tax, assessment or governmental charge imposed by any
government or any political subdivision thereof or taxing authority therein.
Whenever in this Security there is mentioned, in any context, the payment of the
principal of [(or premium, if any)] or interest on, or in respect of, a
Security, such mention shall be deemed to include mention of the payment of
additional amounts provided for herein to the extent that, in such context,
additional amounts are, were or would be payable in respect thereof pursuant to
the provisions hereof and express mention of the payment of additional amounts
(if applicable) in any provisions hereof shall not be construed as excluding
additional amounts in those provisions hereof where such express mention is not
made. The term "United States Alien" means any Person who, for United States
federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate or trust or a
foreign partnership to the extent that one or more of its members is, for United
States federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust, and
the term "United States" means the United States of America (including the
States and the District of Columbia).
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place. This Security is one of the
Securities originally sold under the Company's Prospectus dated , 19 , as
supplemented by a Prospectus Supplement dated , 19 .
B-4
<PAGE>
Unless the certificate of authentication hereon has been executed by or
on behalf of Chemical Bank, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized officers, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
-----------------------------
UNIVERSAL CORPORATION
[Seal] By:
---------------------------- Name:
Title:
Attest:
-------------------------------
Secretary
[Form of Reverse]
This Security is one of a duly authorized issue of Securities (herein
called the "Securities") of the Company, unlimited in aggregate principal
amount, issued and to be issued in one or more series under an indenture dated
as of ___________, 1991, between the Company and Chemical Bank, Trustee (herein
called the `Trustee", which term includes any successor trustee under the
Indenture (as hereinafter defined)), to which indenture and all indentures
supplemental thereto (the indenture, as supplemented, being herein called the
"Indenture") reference is hereby made for a statement of the respective rights
thereunder of the Company, the Trustee and the Holders of the Securities [If the
Securities of the series are issuable as Bearer Securities, insert--and any
coupons appertaining thereto) 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 [, limited in aggregate principal amount to
[U.S.]$ ]. [If Securities of the series are issuable as Bearer Securities,
insert--The Securities of this series are issuable as Bearer Securities [, with
interest coupons attached,] in the denomination of U.S.$ and as Registered
Securities, 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, Bearer Securities and Registered Securities of
this series are exchangeable for a like aggregate principal amount of Registered
Securities of this series and of like tenor of any authorized denominations, as
requested by the Holder surrendering the same, upon surrender of the Security or
Securities to be exchanged at
B-5
<PAGE>
any office or agency described below where Registered Securities of this series
may be presented for registration of transfer. Registered Securities, including
Registered Securities received in exchange for Bearer Securities, may not be
exchanged for Bearer Securities.]
[If applicable, insert--The Securities of this series are subject to
redemption [(1)] [If applicable, insert--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 [Insert formula for determining the
amount] [and (2)]] [If applicable, insert--at any time [on or after , 19 ]
, 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 , %, 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,] [If
applicable, insert--[and ( )] under the circumstances described in the next
[two] succeeding paragraph[s] at a Redemption Price equal to [Insert formula for
determining the amount)] [If the Security is interest-bearing, insert--,
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; provided, however, that installments of interest on this
Security whose Stated Maturity is on or prior to such Redemption Date will be
payable to the Holder of this Security, 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 (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 , 19 ], 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,
B-6
<PAGE>
Redemption Price Redemption Price
for Redemption for Redemption Otherwise
Through operation Than Through Operation
Year of the Sinking Fund of the Sinking Fund
---- ------------------- ------------------------
and thereafter at a Redemption Price equal to % of the principal amount [If
applicable, insert--and (3) under the circumstances described in the next [two]
succeeding paragraph[s] at a Redemption Price equal to [Insert formula for
determining the amount)] [If the Security is interest-bearing, 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 on this Security whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holder of
this Security, 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)] above 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 Securities of the series are to be offered to United States Aliens,
insert--The Securities of this series may be redeemed, as a whole but not in
part, at the option of the Company, at a Redemption Price determined as set
forth in the preceding paragraph [If the Security is interest-bearing, insert--,
together with interest accrued to the date fixed for redemption,] if, as a
result of any amendment to, or change in, the laws (or any regulations or
rulings promulgated thereunder) of the United States or any political
subdivision or taxing authority thereof or therein affecting taxation, or any
amendment to or change in an official position regarding the application or
interpretation of such laws, regulations or rulings, which amendment or change
is effective on or after ,19 , the Company will become obligated to pay
additional amounts (as described on the face hereof) [If the Security is
interest-bearing, insert--on the next succeeding Interest Payment Date] [If the
Security is not to bear interest prior to Maturity, insert--at Maturity or upon
the sale or exchange of any Security], provided that such obligation to pay
additional amounts cannot be avoided by the use of reasonable measures available
to the Company; provided, however, that in the opinion of the Company, which
opinion shall be rendered in good faith, such measures need not be used if they
have or will have a material adverse impact on the conduct of its business;
provided further, however, that (a) no notice of such redemption may be given
earlier than 90 days prior
B-7
<PAGE>
to the earliest date on which the Company would be obligated to pay such
additional amounts [If the Security is interest-bearing, insert--were a payment
in respect of the Securities of this series then due] [If the Security is not to
bear interest prior to Maturity, insert--were payment in respect of the
Securities of this series then due or a sale or exchange of a Security of this
series then made], and (b) at the time notice of such redemption is given, such
obligation to pay such additional amounts remains in effect. Immediately prior
to the giving of any notice of redemption pursuant to this paragraph, the
Company shall deliver to the Trustee a certificate stating that the Company is
entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of the Company so to redeem
have occurred and an opinion of McGuire, Woods, Battle & Boothe to such effect
based on such statement of facts.]
[If the Securities of the series are issuable as Bearer Securities and
if applicable*, insert--In addition, if the Company determines that any payment
made outside the United States and its possessions by the Company or any of its
Paying Agents of the full amount of principal [, premium, if any,] or interest
due with respect to. any Bearer Security or coupon would, under any present or
future laws or regulations of the United States affecting taxation or otherwise,
be subject to any certification, information, documentation or other reporting
requirement of any kind, the effect of which requirement is the disclosure to
the Company, any Paying Agent or any governmental authority of the nationality,
residence or identity of a beneficial owner of such Bearer Security or coupon
who is a United States Alien (as defined on the face hereof) (other than such a
requirement (a) which would not be applicable to a payment made by the Company
or any one of its Paying Agents (i) directly to the beneficial owner or (ii) to
any custodian, nominee or other agent of the beneficial owner, or (b) which can
be satisfied by the custodian, nominee or other agent certifying that the
beneficial owner is a United States Alien, provided in each case referred to in
clauses (a)(ii) and (b) that payment by such custodian, nominee or other agent
of such beneficial owner is not otherwise subject to any such requirement or (c)
would not be applicable to a payment made to any other Paying Agent in Western
Europe), the Company at its election will either (x) redeem the Securities of
this series, as a whole but not in part, at a Redemption Price determined as set
forth in the next preceding paragraph, together with interest accrued to the
date fixed for redemption, or (y) if and so long as any such certification,
information, documentation or other reporting requirement would be fully
satisfied by payment of a backup withholding tax or similar charge, pay to the
Holders of Bearer Securities who are United States Aliens certain additional
amounts specified in the Bearer Securities of this series. The Company will make
such determination and election and notify the Trustee thereof as soon as
practicable, and the Trustee will promptly give notice of such determination in
the manner provided below (the "Determination Notice"), in each case stating the
effective date of such certification, information, documentation or other
reporting requirement,
-------------------
* This provision will only be applicable if the Securities of the series are
interest bearing and generally only if the Securities bear interest at a
fixed rate.
B-8
<PAGE>
whether the Company will redeem the Securities or will pay to the Holders of
Bearer Securities who are United States Aliens the additional amounts specified
in the Bearer Securities of this series and (if applicable) the last date by
which the redemption of the Securities must take place. If the Company elects to
redeem the Securities, such redemption shall take place on such date, not later
than one year after publication of the Determination Notice, as the Company
elects by notice to the Trustee at least 75 days before such date, unless
shorter notice is acceptable to the Trustee. Upon receipt of notice from the
Company as to the date of redemption, the Trustee shall cause notice thereof to
be duly given in the manner provided below. Notwithstanding the foregoing, the
Company will not so redeem the Securities if the Company subsequently
determines, not less than 30 days prior to the date fixed for redemption, that
subsequent payments on the Securities would not be subject to any such
requirement, in which case the Company will promptly notify the Trustee, which
will promptly give notice of that determination in the manner provided below,
and any earlier redemption notice will thereupon be revoked and of no further
effect. If the Company elects as provided in clause (y) above to pay such
additional amounts to the Holders of Bearer Securities who are United States
Aliens, and as long as the Company is obligated to pay such additional amounts
to such Holders, the Company may subsequently redeem the Securities, at any
time, as a whole but not in part, at a Redemption Price determined as set forth
in the next preceding paragraph, together with interest accrued to the date
fixed for redemption including any additional amounts required to be paid but
without reduction for applicable United States of America withholding taxes.]
[If the Securities of the series are issuable as Bearer Securities and
if applicable*, insert--In addition, if the Company determines that any payment
made outside the United States and its possessions by the Company or any of its
Paying Agents of the full amount due with respect to any Bearer Security would,
under any present or future laws or regulations of the United States affecting
taxation or otherwise, be subject to any certification, information,
documentation or other reporting requirement of any kind, the effect of which
requirement is the disclosure to the Company, any Paying Agent or any
governmental authority of the nationality, residence or identity of a beneficial
owner of such Bearer Security who is a United States Alien (as defined on the
face hereof) (other than such a requirement (a) which would not be applicable to
a payment made by the Company or any one of its Paying Agents (i) directly to
the beneficial owner or (ii) to any custodian, nominee or other agent of the
beneficial owner, or (b) which can be satisfied by the custodian, nominee or
other agent certifying that such beneficial owner is a United States Alien,
provided in each case referred to in clauses (a)(ii) and (b) that payment by
such custodian, nominee or other agent of such beneficial owner is not otherwise
subject to any such requirement or (c) would not be applicable to a payment made
to any other Paying Agent in Western Europe), the Company at its election will
either (x) permit any Holder of a Security to present such Security for
redemption within 90 days of notice of such redemption, at a Redemption Price
determined as set forth in
--------------------
* This provision will only be applicable if the Securities of the series are
not to bear interest prior to Maturity.
B-9
<PAGE>
the next preceding paragraph, provided that if any such Holder fails to present
its Security for redemption, such Holder will not be entitled to any additional
amounts, or (y) if and so long as the conditions of the second paragraph on the
face of this Security are satisfied, pay the additional amounts specified in
such paragraph. The Company will make such determination and election and notify
the Trustee thereof as soon as practicable, and the Trustee will promptly give
notice of such determination in the manner provided below (the "Determination
Notice"), in each case stating the effective date of such certification,
information, documentation or other reporting requirement, whether the Company
has elected to permit redemption of the Securities or to pay the additional
amounts specified in such paragraph and (if applicable) the last day by which
the Company may give any notice of redemption. If the Company elects to permit
redemption of the Securities, notice of the redemption will be given not more
than 268 days following the Determination Notice and will specify the date fixed
for redemption. The Securities will be redeemed on the day 97 days after notice
of the redemption has been given. Notwithstanding the foregoing, the Company
will not permit redemption of the Securities if the Company subsequently
determines, not less than 30 days prior to the date fixed for redemption, that
subsequent payments would not be subject to any such -requirement, in which case
the Company will promptly notify the Trustee, which will promptly give notice of
that determination in the manner described below, and any earlier redemption
notice will thereupon be revoked and of no further effect.]
[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]
[U.S.] $ [("mandatory sinking fund") and not more than [U.S.] $ ] aggregate
principal amount of Securities of this series. [Securities of this series
acquired or redeemed by the Company 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].]
Notice of redemption will be given by mail to Holders of [If the
Securities of the series are issuable as Bearer Securities, insert--Registered]
Securities, not less than 30 nor more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture.
[In the event of redemption of this Security in part only, a new [If
the Securities of the series are issuable as Bearer Securities,
insert--Registered] 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 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
B-10
<PAGE>
payment of the principal of and [any] interest on the Securities of this series
shall terminate.
[[Except as otherwise provided herein,] the Securities of this series
are not subject to any sinking fund and are not subject to redemption at the
option of the Company prior to maturity.]
The provisions of Article Fourteen of the Indenture [do not] apply to
Securities of this series.
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 and any related coupons under the Indenture at any time by the Company
and the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Securities at the time Outstanding of each series and
affected thereby. 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 [If the Securities of the series are issuable as Bearer Securities
and are interest-bearing, insert--and any related coupons] 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 set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series shall
have made written request, and offered reasonable indemnity to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of the Outstanding Securities
of this series a direction inconsistent with such request and shall have failed
to institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of [(and premium, if any)] or [any]
interest on this Security 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 premium, if any)]
and [any] interest [(including additional amounts, as described on the face
hereof)] on this Security at the time, place and rate, and in the coin or
currency, herein prescribed.
B-11
<PAGE>
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security may be registered on the Security
Register of the Company, 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 [any] interest of this Security are
payable] [the Borough of Manhattan, 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 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 [If the Securities of the
series are issuable as Bearer Securities, insert--Registered] 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.
[If the Securities of the series are not issuable as Bearer Securities,
insert--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,
the 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 Securities of this series shall be dated the date of their
authentication.
[If the Securities of the series are issuable as Bearer Securities,
insert--The Indenture, the Securities and any coupons appertaining thereto 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.
B-12
<PAGE>
EXHIBIT C
[FORM OF BEARER SECURITY WHICH IS NOT AN
ORIGINAL ISSUE DISCOUNT SECURITY AND
FORM OF RELATED COUPON]
[Form of Face of Security]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
---------------------------------------------
UNIVERSAL CORPORATION
No. B- U.S. $
Universal Corporation, a Virginia corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to bearer
upon presentation and surrender of this Security the principal sum of Thousand
United States Dollars on and to pay interest thereon, from the date hereof,
[semi-annually in arrears on and in each year] [annually in arrears on in each
year,] commencing , 19 , and at Maturity at the rate of % per annum, until the
principal hereof is paid or duly made available for payment [If applicable,
insert--, and (to the extent that the payment of such interest shall be legally
enforceable) at the rate of % per annum on any overdue principal and premium and
on any overdue installment of interest]. Such payments [(including premium, if
any)] shall be made, 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 Paying Agent, at the [main] offices of in , in , in
, in and in , or at such other offices or agencies outside the United States of
America (including the States and the District of Columbia) and its possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and Northern Mariana Islands) (the "United States") as the Company may
designate, at the option of the Holder, by United States dollar check drawn on a
bank in The City of New York or by transfer of United States dollars to an
account maintained by the payee with a bank located outside the United States.
Interest on this Security due on or before Maturity shall be payable only upon
presentation and surrender at such an office or agency of the interest coupons
hereto attached as they severally mature. To the extent necessary under the
taxation laws of the United States or any official application or interpretation
of the taxation laws of the United States for such payments to be treated as
having been made outside the United States, no such check shall be mailed by any
Paying Agency to any address in the United States and no transfer of funds shall
be made to an account maintained by the payee in the United States [If the
Security is denominated and
<PAGE>
payable in United States dollars, insert--; provided, however, that payment of
principal of [(and premium, if any)] and interest on this Security (including
any additional amounts which may be payable as provided below) shall be made at
the office of the Company's Paying Agent in the Borough of Manhattan, The City
of New York if (but only if) payment in United States dollars of the full amount
of such principal, [premium,] interest or additional amounts, as the case may
be, at all offices or agencies outside the United States maintained for the
purpose by the Company in accordance with the Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions].
The Company will pay to the Holder of this Security or any coupon
appertaining hereto who is a United States Alien (as defined below) such
additional amounts as may be necessary in order that every net payment of the
principal of [(and premium, if any)] and interest on this Security, after
deduction or withholding for or on account of any present or future tax,
assessment or other governmental charge imposed by the United States of America
or any political subdivision or taxing authority thereof or therein upon or as a
result of such payment, will not be less than the amount provided for in this
Security or in such coupon to be then due and payable; provided, however, that
the Company shall not be required to make any payment of additional amounts for
or on account of:
(a) any tax, assessment or other governmental charge which
would not have been imposed but for (i) the existence of any present or
former connection between such Holder (or between a fiduciary, settlor,
beneficiary, member or shareholder of, or possessor of a power over,
such Holder, if such Holder is an estate, trust, partnership or
corporation) and the United States of America, including, without
limitation, such Holder (or such fiduciary, settlor, beneficiary,
member, shareholder or possessor) being or having been a citizen or
resident thereof or being or having been present or engaged in trade or
business therein or having or having had a permanent establishment
therein or (ii) the presentation by the Holder of such Security or any
coupon appertaining thereto for payment on a date more than 10 days
after the date on which such payment became due and payable or the date
on which payment thereof is duly provided for, whichever occurs later;
(b) any estate, inheritance, gift, sales, transfer, personal
property tax or similar tax, assessment or other governmental charge;
(c) any tax, assessment or other governmental charge imposed
by reason of such Holder's past or present status as a personal holding
company or foreign personal holding company with respect to the United
States of America or as a corporation which accumulates earnings to
avoid United States federal income tax;
(d) any tax, assessment or other governmental charge which is
payable otherwise than- by withholding from payments of principal of
[(and premium, if any)] or interest on, such Security;
(e) any tax, assessment or other governmental charge required
to be withheld by any Paying Agent from any payment of principal of
[(and premium, if any)] or
C-2
<PAGE>
interest on, the Securities, if such payment can be made without such
withholding by any of the other Paying Agents in Western Europe;
(f) any tax, assessment or other governmental charge which would
not have been imposed but for the failure to comply with
certification, information, documentation or other reporting
requirements concerning the nationality, residence, identity or
connections with the United States of America of the Holder or
beneficial owner of such Security or any coupon appertaining thereto,
if such compliance is required by statute or by regulation of the
United States Treasury Department as a pre-condition to relief or
exemption from such tax, assessment or other governmental charge;
(g) any tax, assessment or other governmental charge imposed on
interest received by (i) a 10% shareholder (as defined in Section
871(h)(3)(B) of the United States Internal Revenue Code of 1986, as
amended, and the regulations that may be promulgated thereunder) of
the Company or (ii) a controlled foreign corporation within the
meaning of the United States Internal Revenue Code of 1986, as
amended; or
(h) any combination of items (a), (b), (c), (d), (e), (f) and (g)
nor will additional amounts be paid with respect to any payment of principal of
[(and premium, if any)] or interest on this Security to any Holder which is a
United States Alien who is a fiduciary or partnership or other than the sole
beneficial owner of any such payment to the extent that a beneficiary or settlor
with respect to such fiduciary, a member of such a partnership or the beneficial
owner would not have been entitled to the additional amounts had such
beneficiary, settlor, member or beneficial owner been the Holder of this
Security or any coupon appertaining hereto. Except as specifically provided in
the Securities of this series, the Company shall not be required to make any
payment with respect to any tax, assessment or governmental charge imposed by
any government or any political subdivision thereof or taxing authority therein.
Whenever in this Security there is mentioned, in any context, the payment of the
principal of [(or premium, if any)] or interest on, or in respect of, a Security
or any coupon appertaining thereto, such mention shall be deemed to include
mention of the payment of additional amounts provided for herein to the extent
that, in such context, additional amounts are, were or would be payable in
respect thereof pursuant to the provisions hereof and express mention of the
payment of additional amounts (if applicable) in any provisions hereof shall not
be construed as excluding additional amounts in those provisions hereof where
such express mention is not made. The term "United States Alien" means any
Person who, for United States federal income tax purposes, is a foreign
corporation, a non-resident alien individual, a non-resident alien fiduciary of
a foreign estate or trust or a foreign partnership to the extent that one or
more of its members is, for United States federal income tax purposes, a foreign
corporation, a non-resident alien individual or a non-resident alien fiduciary
of a foreign estate or trust.
[Notwithstanding the foregoing, if and so long as a certification,
information, documentation or other reporting requirement with respect to any
and all Securities of this
C-3
<PAGE>
series referred to in the [fifth] paragraph on the reverse hereof would be fully
satisfied by payment of a withholding tax, backup withholding tax or similar
charge, the Company may elect to have the provisions of this paragraph apply in
lieu of the provisions of such paragraph, which election may be stated in the
Determination Notice (as defined in such [fifth] paragraph). In such event, the
Company will pay as additional amounts with respect to any Security of this
series that the Company determines is subject to such requirement such amounts
as may be necessary so that every net payment made following the effective date
of such requirement outside the United States by the Company or any of its
Paying Agents of principal [(and premium, if any)] or interest due in respect of
any Bearer Security or any coupon of which the beneficial owner is a United
States Alien (but without any requirement that the nationality, residence or
identity of such beneficial owner be disclosed to the Company, any Paying Agent
or any governmental authority), after deduction or withholding for or on account
of such withholding tax, backup withholding tax or similar charge (other than a
withholding tax, backup withholding tax or similar charge which (a) would not be
applicable to a payment made to a custodian, nominee or other agent of the
beneficial owner or which can be satisfied by such a custodian, nominee or other
agent certifying to the effect that such beneficial owner is a United States
Alien; provided, however, in each case that payment by such custodian, nominee
or agent to such beneficial owner is not otherwise subject to any requirement
referred to in this paragraph, (b) is applicable only to payment by a custodian,
nominee or other agent of the beneficial owner to such beneficial owner, (c)
would not be applicable to a payment made by any other Paying Agent of the
Company in Western Europe, or (d) is imposed as a result of the presentation of
such Bearer Security or coupon for payment on a date more than 10 days after the
date on which such payment becomes due and payable or the date on which payment
thereof is duly provided for, whichever occurs later), will not be less than the
amount provided for in such Bearer Security or coupon to be then due and
payable.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place. This Security is one of the
Securities originally sold under the Company's Prospectus dated , 19 , as
supplemented by a Prospectus Supplement dated , 19 .
Unless the certificate of authentication hereon has been executed by or
on behalf of Chemical Bank, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized officers, neither
this Security, nor any coupon appertaining hereto, shall be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal and coupons bearing the facsimile signature of
______________________to be annexed hereto.
Dated as of , 19
UNIVERSAL CORPORATION
C-4
<PAGE>
[Seal] By:
Name:
Title:
Attest:
---------------------------------
Secretary
[Form of Reverse]
This Security is one of a duly authorized issue of Securities (herein
called the "Securities") of the Company, unlimited in aggregate principal
amount, issued and to be issued in one or more series under an indenture dated
as of ___________, 1991 between the Company and Chemical Bank, Trustee (herein
called the `Trustee", which term includes any successor trustee under the
Indenture (as hereinafter defined)), to which indenture and all-indentures
supplemental thereto (the indenture as supplemented, being herein called the
"Indenture") reference is hereby made for a statement of the respective rights
thereunder of the Company, the Trustee and the Holders of the Securities and any
coupons appertaining thereto 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 [,limited in aggregate principal amount to U.S.$
]. The Securities of this series are issuable as Bearer Securities, with
interest coupons attached, in the denomination of U.S.$ [,and as Registered
Securities, 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, Bearer Securities and Registered Securities of this series
are exchangeable for a like aggregate principal amount of Registered Securities
of this series and of like tenor of any authorized denominations, as requested
by the Holder surrendering the same, upon surrender of the Security or
Securities to be exchanged, with all unmatured coupons and all matured coupons
in default thereto appertaining, at any office or agency described below where
Registered Securities of this series may be presented for registration of
transfer; provided, however, that Bearer Securities surrendered in exchange for
Registered Securities between a Record Date and the relevant Interest Payment
Date shall be surrendered without the coupon relating to such Interest Payment
Date. Registered Securities, including Registered Securities received in
exchange for Bearer Securities, may not be exchanged for Bearer Securities.]
[If applicable, insert--The Securities of this series are subject to
redemption [(1)] [If applicable, insert--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)1] [If
applicable, insert--at any time [on or after , 19 ] 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 , %, and if
redeemed] during the 12-month period beginning of the years indicated:
C-5
<PAGE>
Redemption Redemption
Year Price Year Price
---- ----- ---- -----
and thereafter at a Redemption Price equal to % of the principal amount,] [and (
)] under the circumstances described in the next [two] succeeding paragraph[s]
at a Redemption Price equal to 100% 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;
provided, however, that interest installments on this Security whose Stated
Maturity is on or prior to such Redemption Date will be payable only upon
presentation and surrender of coupons for such interest (at an office or agency
located outside the United States, except as herein provided otherwise).]
[If applicable, insert--The Securities of this series are subject to
redemption (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 , 19 ], 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:
C-6
<PAGE>
Redemption Price Redemption Price
for Redemption for Redemption Otherwise
Through Operation Than Through Operation
Year of the Sinking Fund of the Sinking Fund
---- ------------------- -------------------
C-7
<PAGE>
and thereafter at a Redemption Price equal to % of the principal amount and
(3) under the circumstances described in the next [two] succeeding paragraph[s]
at a Redemption Price equal to 100% 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; provided, however, that
installments of interest on this Security whose Stated Maturity is on or prior
to such Redemption Date will be payable only upon presentation and surrender of
coupons for such interest (at an office or agency located. outside the United
States, except as herein provided otherwise).] [Notwithstanding the foregoing,
the Company may not, prior to , redeem any Securities of this series as
contemplated by Clause [(2)] above 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 Securities of this series may be redeemed, as a whole but not in
part, at the option of the Company, at a Redemption Price equal to 100% of their
principal amount, together with interest accrued to the date fixed for
redemption, if, as a result of any amendment to, or change in, the laws (or any
regulations or rulings promulgated thereunder) of the United States or any
political subdivision or taxing authority thereof or therein affecting taxation,
or any amendment to or change in an official position regarding the application
or interpretation of such laws, regulations or rulings, which amendment or
change is effective on or after , 19 , the Company will become obligated
to pay additional amounts (as described on the face hereof) on the next
succeeding Interest Payment Date, provided that such obligation to pay
additional amounts cannot be avoided by the use of reasonable measures available
to the Company; provided, however, that in the opinion of the Company, which
opinion shall be rendered in good faith, such measures need not be used if they
have or will have a material adverse impact on the conduct of its business;
provided further, however, that (a) no notice of such redemption may be given
earlier than 90 days prior to the earliest date on which the Company would be
obligated to pay such additional amounts were a payment in respect of the
Securities of this series then due, and (b) at the time notice of such
redemption is given, such obligation to pay such additional amounts remains in
effect. Immediately prior to the giving of any notice of redemption pursuant to
this paragraph, the Company shall deliver to the Trustee a certificate stating
that the Company is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the right of the
Company so to redeem have occurred and an opinion of McGuire, Woods, Battle &
Boothe to such effect based on such statement of facts.
C-8
<PAGE>
[If applicable*, insert--In addition, if the Company determines that
any payment made outside the United States by the Company or any of its Paying
Agents of the full amount of principal [, premium, if any,] or interest due with
respect to any Bearer Security or coupon would, under any present or future laws
or regulations of the United States affecting taxation or otherwise, be subject
to any certification, information, documentation or other reporting requirement
of any kind, the effect of which requirement is the disclosure to the Company,
any Paying Agent or any governmental authority of the nationality, residence or
identity of a beneficial owner of such Bearer Security or coupon who is a United
States Alien (as defined on the face hereof) (other than such a requirement (a)
which would not be applicable to a payment made by the Company or any one of its
Paying Agents (i) directly to the beneficial owner or (ii) to any custodian,
nominee or other agent of the beneficial owner, or (b) which can be satisfied by
the custodian, nominee or other agent certifying that the beneficial owner is a
United States Alien, provided in each case referred to in clauses (a)(ii) and
(b) that payment by such custodian, nominee or other agent of such beneficial
owner is not otherwise subject to any such requirement or (c) would not be
applicable to a payment made to any other Paying Agent in Western Europe); the
Company at its election will either (x) redeem the Securities of this series, as
a whole but not in part, at a Redemption Price equal to 100% of their principal
amount, together with interest accrued to the date fixed for redemption and if
any such Holder fails to present its Security for redemption, such Holder will
not be entitled to any additional amounts, or (y) if and so long as the
conditions of the [third] paragraph on the face of this Security are satisfied,
pay the additional amounts specified in such paragraph. The Company will make
such determination and election and notify the Trustee thereof as soon as
practicable, and the Trustee will promptly give notice of such determination in
the manner provided below (the "Determination Notice"),in each case stating the
effective date of such certification, information, documentation or other
reporting requirement, whether the Company will redeem the Securities or will
pay the additional amounts specified in such paragraph and (if applicable) the
last date by which the redemption of the Securities must take place. If the
Company elects to redeem the Securities, such redemption shall take place on
such date, not later than one year after publication of the Determination
Notice, as the Company elects by notice to the Trustee at least 75 days before
such date, unless shorter notice is acceptable to the Trustee. Upon receipt of
notice from the Company as to the date of redemption, the Trustee shall cause
notice thereof to be duly given in the manner provided below. Notwithstanding
the foregoing, the Company will not so redeem the Securities if the Company
subsequently determines, not less than 30 days prior to the date fixed for
redemption, that subsequent payments on Securities would not be subject to any
such requirement, in which case the Company will promptly notify the Trustee,
which will promptly give notice of that determination in the manner provided
below, and any earlier redemption notice will thereupon be revoked and of no
further effect. If the Company elects as provided in clause (y) above to pay
additional amounts, and as long as the Company is obligated to pay such
additional amounts, the Company may subsequently redeem the Securities, at any
time, as a whole but not in part, at a
-------------------
* Generally, this provision will only be applicable if the Securities of the
series bear interest at a fixed rate.
C-9
<PAGE>
Redemption Price equal to 100% of their principal amount, together with interest
accrued to the date fixed for redemption, including any additional amounts
required to be paid but without reduction for applicable United States of
America withholding taxes.]
With respect to any redemption made pursuant to the terms of this
Security, no payment in respect of the portion of the Redemption Price which
represents accrued interest thereon shall be made at any office or agency of the
Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the United
States.
[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] U.S.$ [("mandatory sinking fund") and not more than U.S.$ ]
aggregate principal amount of Securities of this series. [Securities of this
series acquired or redeemed by the Company 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].]
Notice of redemption will be given by publication in an Authorized
Newspaper in The City of New York and, if the Securities of this series are then
listed on [The International Stock Exchange of the United Kingdom and the
Republic of Ireland Limited] [the Luxembourg Stock Exchange] [or] any [other]
stock exchange located outside the United States and such stock exchange shall
so require, in [London] [Luxembourg] [or] in any [other] required city outside
the United States or, if not practicable, elsewhere in Europe, [and by mail to
Holders of Registered Securities,] not less than 30 nor more than 60 days prior
to the date fixed for redemption, all as provided in the Indenture.
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.
[[Except as otherwise provided herein,] the Securities of this series
are not subject to any sinking fund and are not subject to redemption at the
option of the Company prior to maturity.]
The provisions of Article Fourteen of the Indenture [do not] apply to
Securities of this series.
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 and any related coupons under the Indenture at any time by the Company
and the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Securities at the time Outstanding of each series and
affected thereby. 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 and any related coupons to waive compliance by the Company with
certain provisions of the
C-10
<PAGE>
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
any coupon appertaining hereto and of any Security issued in exchange herefor or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Security.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series or any related coupon will have any right
to institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to this series, the
Holders of not less than 25% in principal amount of the Outstanding Securities
of this series shall have made written request, and offered reasonable
indemnity, to the Trustee to institute such proceeding as trustee, and the
Trustee shall not have received from the Holders of a majority in principal
amount of the Outstanding Securities of this series a direction inconsistent
with such request and shall have failed to institute such proceeding within 60
days; provided, however, that such limitations do not apply to a suit instituted
by the Holder hereof or any related coupon for the enforcement of payment of the
principal of [(and premium, if any)] or any interest on this Security or payment
of such coupon on or after the respective due dates expressed herein or in such
coupon.
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 any interest (including additional amounts, as described on the face hereof)
on this Security at the times, places and rate, and in the coin or currency,
herein prescribed.
Title to [Bearer] Securities and coupons shall pass by delivery. As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of Registered Securities may be registered on the Security Register
of the Company, upon surrender of a Registered Security for registration of
transfer at the Corporate Trust Office of the Trustee or such other office or
agency of the Company as may be designated by it in the Borough of Manhattan,
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 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 thereof or his attorney duly authorized in writing, and thereupon one
or more new Registered 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.]
[No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.]
The Company, the Trustee and any agent of the Company or the Trustee
may treat the bearer of a Bearer Security of any series and any coupon
appertaining thereto [, and
C-11
<PAGE>
prior to due presentment of a Registered 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 such Security is registered,] as the owner thereof for
all purposes, whether or not such Security or such coupon be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
Each Security of this series shall be dated the date of [In the case of
Securities of a series to be offered pursuant to a Periodic Offering, insert --
the related Predecessor Security; if there is no Predecessor Security, insert --
its authentication] [In the case of Securities of a series other than a series
to be offered pursuant to a Periodic Offering, insert -- the original issuance
of the first Security of such series to be issued].
The Indenture, the Securities and any coupons appertaining thereto
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.
[Form of Face of Coupon]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
UNIVERSAL CORPORATION
No. ________________
U.S.$______________
Due _______________
Unless the Security to which this coupon appertains shall have been
called for previous redemption and payment thereof duly provided for on the date
set forth hereon, Universal Corporation (herein called the "Company") will pay
to bearer, upon surrender hereof, the amount shown hereon (together with any
additional amounts in respect thereof which the Company may be required to pay
according to the terms of said Security and the Indenture referred to therein)
at the Paying Agents set out on the reverse hereof or at such other offices or
agencies (which, except as otherwise provided in the Security to which this
coupon appertains, shall be located outside the United States of America
(including the States and the District of Columbia) and its possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and Northern Mariana Islands) (the "United States")) as the Company may
designate from time to time, at the option of the Holder, by United States
dollar check drawn on a bank in the City of New York or by transfer of United
States dollars to an account maintained by the payee with a bank located outside
the United States, being (one year's) interest then payable on said Security,
provided, that no such check shall be mailed by any Paying Agent to an address
in the
C-12
<PAGE>
United States, and no transfer of funds shall be made to an account maintained
by the payee in the United States.
UNIVERSAL CORPORATION
By: ______________________
[Reverse of Coupon]
----------------------
----------------------
----------------------
----------------------
----------------------
------------------------
* Insert names and addresses of initial Paying Agents located outside the
United States.
C-13
<PAGE>
EXHIBIT D
[FORM OF BEARER SECURITY WHICH IS AN
ORIGINAL ISSUE DISCOUNT SECURITY
AND FORM OF RELATED COUPON]
[Form of Face of Security]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
[Insert any other legend required by the Internal Revenue Code and the
Regulations thereunder.]
UNIVERSAL CORPORATION
No. B- U.S. $
Universal Corporation, a Virginia corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to bearer
upon presentation and surrender of this Security the principal sum of
_________________________ Thousand United States Dollars on
[If the Security is interest-bearing, and to pay interest thereon,
from the date hereof, [semi-annually in arrears on and in each year]
[annually in arrears on in each year,] commencing , 19 , and at
Maturity at the rate of % per annum, until the principal hereof is paid or
duly made available for payment [If applicable, insert--, and (to the extent
that the payment of such interest shall be legally enforceable) at the rate of
% per annum on any overdue principal and premium and on any overdue installment
of interest]. Interest on this Security due on or before Maturity shall be
payable only upon presentation and surrender at such an office or agency of the
interest coupons hereto attached as they severally mature]. [If the Security is
not to bear interest prior to Maturity, insert--The principal of this Security
shall not bear interest except in the case of a default in payment of principal
upon acceleration, upon redemption or at Stated Maturity, and in such case the
overdue principal of this Security shall bear interest at the rate of % per
annum (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such default in payment to the
date payment of such principal has been made or duly provided for. Interest on
any overdue principal shall be payable on demand. Any interest on any overdue
principal shall bear interest at the rate of % per annum (to the extent
that the payment of such interest shall be legally enforceable), which shall
accrue from the date of such default in payment to the date payment of such
interest has been made or duly provided for, and such interest shall also be
payable on demand.] Such payments [(including premium, if any)] shall be made,
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 Paying Agent, at the [main] offices of in , in ,
in , in and in , or
<PAGE>
at such other offices or agencies outside the United States of America
(including the States and the District of Columbia) and its possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and Northern Mariana Islands) (the "United States") as the Company may
designate, at the option of the Holder, by United States dollar check drawn on a
bank in The City of New York or by transfer of United States dollars to an
account maintained by the payee with a bank located outside the United States.
To the extent necessary under the taxation laws of the United States or any
official application or interpretation of the taxation laws of the United States
for such payments to be treated as having been made outside the United States,
no such check shall be mailed by any Paying Agency to any address in the United
States and no transfer of funds shall be made to an account maintained by the
payee in the United States [If Security is denominated and payable in United
States dollars, insert--; provided, however, that payment of principal of [(and
premium, if any)] and [any] interest on this Security (including any additional
amounts which may be payable as provided below) shall be made at the office of
the Company's Paying Agent in the Borough of Manhattan, The City of New York, if
(but only if) payment in United States dollars of the full amount of such
principal [, premium] [, interest] or additional amounts, as the case may be, at
all offices or agencies outside the United States. maintained for the purpose by
the Company in accordance with the Indenture is illegal or effectively precluded
by exchange controls or other similar restrictions].
The Company will pay to the Holder of this Security [If the Security is
interest-bearing, insert--or any coupon appertaining hereto] who is a United
States Alien (as defined below) such additional amounts as may be necessary in
order that [If Security is interest-bearing, insert--every net payment of the
principal of [(and premium, if any)] and interest on this Security] [If the
Security is not to bear interest prior to Maturity, insert--(i) the net payment
of principal of (and interest on overdue principal, if any, on) this Security
and (ii) the net proceeds from the sale or exchange of this Security, to the
extent of the issue price plus accrued but unpaid original issue discount],
after deduction or withholding for or on account of any present or future tax,
assessment or other governmental charge imposed by the United States of America
or any political subdivision or taxing authority thereof or therein upon or as a
result of such payment [If the Security is not to bear interest prior to
Maturity, insert--or as a result of such sale or exchange], will not be less
than the amount provided for in this Security [If the Security is
interest-bearing, insert--or in such coupon] to be then due and payable [If the
Security is not to bear interest prior to Maturity, insert--or, in the case of a
sale or exchange, the amount of the net proceeds from the sale or exchange
before any such tax, assessment or other governmental charge], provided,
however, that the Company shall not be required to make any payment of
additional amounts for or on account of:
(a) any tax, assessment or other governmental charge which
would not have been imposed but for (i) the existence of any present or
former connection between such Holder (or between a fiduciary, settlor,
beneficiary, member or shareholder of, or possessor of a power over,
such Holder, if such Holder is an estate, trust, partnership or
corporation) and the United States of America, including, without
limitation, such Holder (or such fiduciary, settlor, beneficiary,
member, shareholder or possessor) being or having been a citizen or
resident thereof or being or having been present or engaged in trade or
business therein or having or having
D-2
<PAGE>
had a permanent establishment therein or (ii) the presentation by the Holder of
such Security [If the Security is interest-bearing, insert--or any coupon
appertaining thereto] for payment on a date more than 10 days after the date on
which such payment became due and payable or the date on which payment thereof
is duly provided for, whichever occurs later;
(b) any estate, inheritance, gift, sales, transfer, personal property tax
or similar tax, assessment or other governmental charge;
(c) any tax, assessment or other governmental charge imposed by reason of
such Holder's past or present status as a personal holding company or foreign
personal holding company with respect to the United States of America or as a
corporation which accumulates earnings to avoid United States federal income
tax;
(d) any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payments of [If the Security is
interest-bearing, insert--principal of [(and premium, if any)] or interest on,
such Security] [If the Security is not to bear interest prior to Maturity,
insert--principal of ([and premium, if any] or interest on overdue principal, if
any, on) such Security or from payments from the proceeds of a sale or exchange
of such Security];
(e) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment of principal of [(and premium, if
any)] or interest on, the Securities, if such payment can be made without such
withholding by any of the other Paying Agents in Western Europe;
(f) any tax, assessment or other governmental charge which would not have
been imposed but for the failure to comply with certification, information,
documentation or other reporting requirements concerning the nationality,
residence, identity or connections with the United States of America of the
Holder or beneficial owner of such Security [If the Security is
interest-bearing, insert--or any coupon appertaining thereto], if such
compliance is required by statute or by regulation of the United States Treasury
Department as a pre-condition to relief or exemption from such tax, assessment
or other governmental charge;
(g) any tax, assessment or other governmental charge imposed [If the
Security is interest-bearing, insert--on interest received by (i) a 10%
shareholder (as defined in Section 871(h)(3)(B) of the United States Internal
Revenue Code of 1986, as amended, and the regulations that may be promulgated
thereunder) of the Company or (ii) a controlled foreign corporation within the
meaning of the United States Internal Revenue Code of 1986, as amended] [If the
Security is not to bear interest prior to Maturity, insert--(i) by reason of
such Holder's past or present status as a 10% shareholder (as defined in Section
871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended, and
the regulations that may be promulgated thereunder) of the Company or (ii) by
reason of such Holder's past or present status as a controlled foreign
corporation within the meaning of the United States Internal Revenue Code of
1986, as amended)]; or
D-3
<PAGE>
(h) any combination of items (a), (b), (c), (d), (e), (f) and (g);
nor will additional amounts be paid with respect to any payment of [If
the Security is interest-bearing, insert--principal of [(and premium,
if any)] or interest on this Security] [If the Security is not to bear
interest prior to Maturity, insert--principal of [or interest on
overdue principal, if any, on] this Security or of the proceeds of any
sale or exchange of this Security] to any Holder which is a United
States Alien who is a fiduciary or partnership or other than the sole
beneficial owner of any such payment to the extent that a beneficiary
or settlor with respect to such fiduciary, a member of such a
partnership or the beneficial owner would not have been entitled to
the additional amounts had such beneficiary, settlor, member or
beneficial owner been the Holder of this Security [If the Security is
interest-bearing, insert--or any coupon appertaining hereto]. Except
as specifically provided in the Securities of this series, the Company
shall not be required to make any payment with respect to any tax,
assessment or governmental charge imposed by any government or any
political subdivision thereof or taxing authority therein. Whenever in
this Security there is mentioned, in any context, the payment of the
principal of [(or premium, if any)] or interest on, or in respect of,
a Security [If the Security is interest-bearing, insert--or any coupon
appertaining thereto], such mention shall be deemed to include mention
of the payment of additional amounts provided for herein to the extent
that, in such context, additional amounts are, were or would be
payable in respect thereof pursuant to the provisions hereof and
express mention of the payment of additional amounts (if applicable)
in any provisions hereof shall not be construed as excluding
additional amounts in those provisions hereof where such express
mention is not made. The term "United States Alien" means any Person
who, for United States federal income tax purposes, is a foreign
corporation, a non-resident alien individual, a non-resident alien
fiduciary of a foreign estate or trust, or a foreign partnership to
the extent that one or more of its members is, for United States
federal income tax purposes, a foreign corporation, a non-resident
alien individual or a non-resident alien fiduciary of a foreign estate
or trust.
[Notwithstanding the foregoing, if and so long as a certification,
information, documentation or other reporting requirement with respect to any
and all Securities of this series referred to in the [fourth] paragraph on the
reverse hereof would be fully satisfied by payment of a withholding tax, backup
withholding tax or similar charge, the Company may elect to have the provisions
of this paragraph apply in lieu of the provisions of such paragraph, which
election may be stated in the Determination Notice (as defined in such [fourth]
paragraph). In such event, the Company will pay as additional amounts with
respect to any Security of this series that the Company determines is subject to
such requirement such amounts as may be necessary so that every net payment made
following the effective date of such requirement outside the United States by
the Company or any of its Paying Agents of principal [(and premium, if any)] [If
the Security is interest-bearing, insert--or interest] due in respect of any
Bearer Security [If the Security is interest-bearing, insert--or any coupon
appertaining thereto] of which the beneficial owner is a United States Alien
(but without any requirement that the nationality, residence or identity of such
beneficial owner be disclosed to the Company, any Paying Agent or any
governmental authority), after deduction or withholding for or on account of
such withholding tax, backup
D-4
<PAGE>
withholding tax or similar charge (other than a withholding tax, backup
withholding tax or similar charge which (a) would not be applicable to a payment
made to a custodian, nominee or other agent of the beneficial owner or which can
be satisfied by such a custodian, nominee or other agent certifying to the
effect that such beneficial owner is a United States Alien; provided, however,
in each case that payment by such custodian, nominee or agent to such beneficial
owner is not otherwise subject to any requirement referred to in this paragraph,
(b) is applicable only to payment by a custodian, nominee or other agent of the
beneficial owner to such beneficial owner, (c) would not be applicable to a
payment made by any other Paying Agent of the Company in Western Europe, or (d)
is imposed as a result of the presentation of such Bearer Security [If the
Security is interest-bearing, insert--or coupon] for payment on a date more than
10 days after the date on which such payment becomes due and payable or the date
on which payment thereof is duly provided for, whichever occurs later), will not
be less than the amount provided for in such Bearer Security [If the Security is
interest-bearing, insert--or coupon] to be then due and payable.]
Reference is hereby made to the further provisions of this Security set
forth on the-reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place. This Security is one of the
Securities originally sold under the Company's Prospectus dated ,19 , as
supplemented by a Prospectus Supplement dated , 19
Unless the certificate of authentication hereon has been executed by or
on behalf of Chemical Bank, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized officers, neither
this Security, nor any coupon appertaining hereto, shall be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal and coupons bearing the facsimile signature of
to be annexed hereto.
Dated as of , 19
UNIVERSAL CORPORATION
By: ___________________________
Name:
Title:
[Seal]
D-5
<PAGE>
Attest:
---------------------------------
Secretary
[Form of Reverse]
This Security is one of a duly authorized issue of Securities (herein
called the "Securities") of the Company, unlimited in aggregate principal
amount, issued and to be issued in one or more series under an indenture dated
as of _________, 1991 between the Company and Chemical Bank, Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture (as hereinafter defined)), to which indenture and all indentures
supplemental thereto (the indenture as supplemented, being herein called the
"Indenture") reference is hereby made for a statement of the respective rights
thereunder of the Company, the Trustee and the Holders of the Securities and any
coupons appertaining thereto 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 [, limited in aggregate principal amount to U.S. $
]. The Securities of this series are issuable as Bearer Securities, with
interest coupons attached, in the denomination of U.S. $ [, and as Registered
Securities, 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, Bearer Securities and Registered Securities of
this series are exchangeable for a like aggregate principal amount of Registered
Securities of this series and of like tenor of any authorized denominations, as
requested by the Holder surrendering the same, upon surrender of the Security or
Securities to be exchanged, with all unmatured coupons and all matured coupons
in default thereto appertaining, at any office or agency described below where
Registered Securities of this series may be presented for registration of
transfer; provided, however, that Bearer Securities surrendered in exchange for
Registered Securities between a Record Date and the relevant Interest Payment
Date shall be surrendered without the coupon relating to such Interest Payment
Date. Registered Securities, including Registered Securities received in
exchange for Bearer Securities, may not be exchanged for Bearer Securities.]
[If applicable, insert--The Securities of this series are subject to
redemption [(1)] [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 [insert formula for
determining the amount], [and (2)]] [If applicable, insert--at any time [on or
after ,19 ], 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 , % , and if redeemed] during the 12-month
period beginning of the years indicated,
Redemption Redemption
Year Price Year Price
---- ----- ---- -----
D-6
<PAGE>
and thereafter at a Redemption Price equal to % of the principal amount, I
[and ( )] under the circumstances described in the next [two] succeeding
paragraph(s) at a Redemption Price equal to [Insert formula for determining the
amount] [If the Security is interest-bearing, insert--, 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;
provided, however, that interest installments on this Security whose Stated
Maturity is on or prior to such Redemption Date will be payable only upon
presentation and surrender of coupons for such interest (at an office or agency
located outside the United States, except as herein provided otherwise)].]
[If applicable, insert--The Securities of this series are subject to
redemption (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 , 19 ], 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 Redemption Price
For Redemption For Redemption Otherwise
Through Operation Than Through Operation
Year Of The Sinking Fund Of The Sinking Fund
---- ------------------- -------------------
and thereafter at a Redemption Price equal to % of the principal amount, and
(3) under the circumstances described in the next [two] succeeding paragraph[s]
at a Redemption Price equal to [Insert formula for determining the amount] [If
the Security is interest-bearing, 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 on this Security whose Stated Maturity is on or prior to such
Redemption Date will be payable only upon presentation and surrender of coupons
for such interest (at an office or agency located outside the United States,
except as herein provided otherwise)].] [Notwithstanding the foregoing, the
Company may not, prior to redeem any Securities of this series as
contemplated by Clause [(2)] above 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 Securities of this series may be redeemed, as a whole but not in
part, at the option of the Company, at a Redemption Price determined as set
forth in the preceding paragraph [If the Security is interest-bearing, insert--,
together with interest accrued to the date fixed for redemption,] if, as a
result of any amendment to, or change in, the laws (or any regulations or
rulings promulgated thereunder) of the United States
D-7
<PAGE>
of America or any political subdivision or taxing authority thereof or therein
affecting taxation, or any amendment to or change in an official position
regarding the application or interpretation of such laws, regulations or
rulings, which amendment or change is effective on or after , 19 , the
Company will become obligated to pay additional amounts (as described on the
face hereof) [If the Security is interest-bearing, insert--on the next
succeeding Interest Payment Date] [If the Security is not to bear interest prior
to Maturity, insert--at Maturity or upon the sale or exchange of any Security],
provided that such obligation to pay additional amounts cannot be avoided by the
use of reasonable measures available to the Company; provided, however, that in
the opinion of the Company, which opinion shall be rendered in good faith, such
measures need not be used if they have or will have a material adverse impact on
the conduct of its business; provided further, however, that (a) no notice of
such redemption may be given earlier than 90 days prior to the earliest date on
which the Company would be obligated to pay such additional amounts [If the
Security is interest-bearing, insert--were a payment in respect of the
Securities of this series then due] [If the Security is not to bear interest
prior to Maturity, insert--were a payment in respect of the Securities of this
series then due or a sale or exchange of a Security of this series then made],
and (b) at the time notice of such redemption is given, such obligation to pay
such additional amounts remains in effect. Immediately prior to the giving of
any notice of redemption pursuant to this paragraph, the Company shall deliver
to the Trustee a certificate stating that the Company is entitled to effect such
redemption and setting forth a statement of facts showing that the conditions
precedent to the right of the Company so to redeem have occurred and an opinion
of McGuire, Woods, Battle & Boothe to such effect based on such statement of
facts.
[If applicable*, insert--In addition, if the Company determines that
any payment made outside the United States by the Company or any of its Paying
Agents of the full amount of principal [,premium, if any,] or interest due with
respect to any Bearer Security or coupon would, under any present or future laws
or regulations of the United States affecting taxation or otherwise, be subject
to any certification, information, documentation or other reporting requirement
of any kind, the effect of which requirement is the disclosure to the Company,
any Paying Agent or any governmental authority of the nationality, residence or
identity of a beneficial owner of such Bearer Security or coupon who is a United
States Alien (as defined on the face hereof) (other than such a requirement (a)
which would not be applicable to a payment made by the Company or any one of its
Paying Agents (i) directly to the beneficial owner or (ii) to any custodian,
nominee or other agent of the beneficial owner, or (b) which can be satisfied by
the custodian, nominee or other agent certifying that the beneficial owner is a
United States Alien, provided in each case referred to in clauses (a)(ii) and
(b) that payment by such custodian, nominee or other agent of such beneficial
owner is not otherwise subject to any such requirement or (c) would not be
applicable to a payment made to any other Paying Agent in Western Europe), the
Company at its election will either (x) redeem the Securities of this series, as
a whole but not in part, at a Redemption Price determined as set forth in the
next preceding paragraph, together with interest accrued to the date fixed for
redemption, or (y) if and so
-------------------
* This provision will only be applicable if the Securities of the series are
interest-bearing and generally only if the Securities bear interest at a
fixed rate.
D-8
<PAGE>
long as the conditions of the third paragraph on the face of this Security are
satisfied, pay the additional amounts specified in such paragraph. The Company
will make such determination and election and notify the Trustee thereof as soon
as practicable, and the Trustee will promptly give notice of such determination
in the manner provided below (the "Determination Notice"), in each case stating
the effective date of such certification, information, documentation or other
reporting requirement, whether the Company will redeem the Securities or will
pay the additional amounts specified in such paragraph and (if applicable) the
last date by which the redemption of the Securities must take place. If the
Company elects to redeem the Securities, such redemption shall take place on
such date, not later than one year after publication of the Determination
Notice, as the Company elects by notice to the Trustee at least 75 days before
such date, unless shorter notice is acceptable to the Trustee. Upon receipt of
notice from the Company as to the date of redemption, the Trustee shall cause
notice thereof to be duly given in the manner provided below. Notwithstanding
the foregoing, the Company will not so redeem the Securities if the Company
subsequently determines, not less than 30 days prior to the date fixed for
redemption, that subsequent payments on Securities would not be subject to any
such requirement, in which case the Company will promptly notify the Trustee,
which will promptly give notice of that determination in the manner provided
below, and any earlier redemption notice will thereupon be revoked and of no
further effect. If the Company elects as provided in clause (y) above to pay
additional amounts, and as long as the Company is obligated to pay such
additional amounts, the Company may subsequently redeem the Securities, at any
time, as a whole but not in part, at a Redemption Price determined as set forth
in the next preceding paragraph, together with interest accrued to the date
fixed for redemption, including any additional amounts required to be paid but
without reduction for applicable United States of America withholding taxes.]
[If applicable*, insert--In addition, if the Company determines that
any payment made outside the United States by the Company or any of its Paying
Agents of the full amount due with respect to any Bearer Security would, under
any present or future laws or regulations of the United States of America
affecting taxation or otherwise, be subject to any certification, information,
documentation or other reporting requirement of any kind, the effect of which
requirement is the disclosure to the Company, any Paying Agent or any
governmental authority of the nationality, residence or identity of a beneficial
owner of such Bearer Security who is a United States Alien (as defined on the
face hereof) (other than such a requirement (a) which would not be applicable to
a payment made by the Company or any one of its Paying Agents (i) directly to
the beneficial owner or (ii) to any custodian, nominee or other agent of the
beneficial owner, or (b) which can be satisfied by the custodian, nominee or
other agent certifying that such beneficial owner is a United States Alien,
provided in each case referred to in clauses (a)(ii) and (b) that payment by
such custodian, nominee or other agent of such beneficial owner is not otherwise
subject to any such requirement or (c) would not be applicable to a payment made
to any other Paying Agent in Western Europe), the Company at its election will
either (x) permit any Holder of a Security to present such Security for
redemption within 90 days of notice of
-------------------
* This provision will only be applicable if the Securities of the series are
not to bear interest prior to Maturity.
D-9
<PAGE>
such redemption, at a Redemption Price determined as set forth in the next
preceding paragraph, provided that if any such Holder fails to present its
Security for redemption, such Holder will not be entitled to any additional
amounts, or (y) if and so long as the conditions of the [third] paragraph on the
face of this Security are satisfied, pay the additional amounts specified in
such paragraph. The Company will make such determination and election and notify
the Trustee thereof as soon as practicable, and the Trustee will promptly give
notice of such determination in the manner provided below (the "Determination
Notice"), in each case stating the effective date of such certification,
information, documentation or other reporting requirement, whether the Company
has elected to permit redemption of the Securities or to pay the additional
amounts specified in such paragraph and (if applicable) the last day by which
the Company may publish any notice of redemption. If the Company elects to
permit redemption of the Securities, notice of the redemption will be given not
more than 268 days following the Determination Notice and will specify the date
fixed for redemption. The Securities will be redeemed on the day 97 days after
notice of the redemption has been given. Notwithstanding the foregoing, the
Company will not permit redemption of the Securities if the Company subsequently
determines, not less than 30 days prior to the date fixed for redemption, that
subsequent payments would not be subject to any such requirement, in which case
the Company will promptly notify the Trustee, which will promptly give notice of
that determination in the manner described below, and any earlier redemption
notice will thereupon be revoked and of no further effect.]
With respect to any redemption made pursuant to the terms of this
Security, no payment in respect of the portion of the Redemption Price which
represents accrued interest thereon or amounts received in respect of original
issue discount shall be made at any office or agency of the Company in the
United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States.
[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]
U.S.$ [("mandatory sinking fund") and not more than U.S.$ ] aggregate
principal amount of Securities of this series. [Securities of this series
acquired or redeemed by the Company 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].]
Notice of redemption will be given by publication in an Authorized
Newspaper in The City of New York and, if the Securities of this series are then
listed on [The International Stock Exchange of the United Kingdom and the
Republic of Ireland Limited] [the Luxembourg Stock Exchange] [or] any [other]
stock exchange located outside the United States and such stock exchange shall
so require, in [London] [Luxembourg] [or] in any [other] required city outside
the United States or, if not practicable, elsewhere in Europe, [and by mail to
Holders of Registered Securities,] not less than 30 nor more than 60 days prior
to the date fixed for redemption, all as provided in the Indenture.
D-10
<PAGE>
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 [any] interest on the Securities of this series shall
terminate.
[[Except as otherwise provided herein,] the Securities of this series
are not subject to any sinking fund and are not subject to redemption at the
option of the Company prior to maturity.]
The provisions of Article Fourteen of the Indenture [do not] apply to
Securities of this series.
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 [If the Securities of the series are interest-bearing, insert--and any
related coupons] under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of a majority in aggregate principal amount of
the Securities at the time Outstanding of each series and affected thereby. 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
and any related coupons, 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 any coupon appertaining hereto and of any Security issued in
exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this Security.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series [If the Security is interest-bearing,
insert--or any related coupon] will have any right to institute any proceeding
with respect to the Indenture or for any remedy thereunder, unless such Holder
shall have previously given to the Trustee written notice of a continuing Event
of Default with respect to this series, the Holders of not less than 25% in
principal amount of the Outstanding Securities of this series shall have made
written request, and offered reasonable indemnity, to the Trustee to institute
such proceeding as trustee, and the Trustee shall not have received from the
Holders of a majority in principal amount of the Outstanding Securities of this
series a direction inconsistent with such request and shall have failed to
institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof [If the
Security is interest-bearing, insert--or if any related coupon] for the
enforcement of payment of the principal of [(and premium, if any)] or [any]
interest on this Security [If the Security is interest-bearing, insert--or
payment of such coupon] on or after the respective due dates expressed herein
[If the Security is interest-bearing, insert--or in such coupon].
D-11
<PAGE>
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 [any] interest (including additional amounts, as described on the face
hereof) on this Security at the times, places and rate, and in the coin or
currency, herein prescribed.
Title to [Bearer] Securities and coupons shall pass by delivery. [As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of Registered Securities may be registered on the Security Register
of the Company, upon surrender of a Registered Security for registration of
transfer at the [Corporate Trust Office of the Trustee or such other office or
agency of the Company as may be designated by it in the Borough of Manhattan,
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 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 thereof or his attorney duly authorized in writing, and thereupon one
or more new Registered 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.]
No service charge shall be made for any [such registration of transfer
or] exchange [of Securities as provided above], but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Company, the Trustee and any agent of the Company may treat the
bearer of a Bearer Security of any series and any coupon appertaining thereto[,
and prior to due presentment of a Registered 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 such Security is registered,] as the owner
thereof for all purposes, whether or not such Security or such coupon be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
Each Security of this series shall be dated the date of [In the case of
Securities of a series to be offered pursuant to a Periodic Offering, insert --
the related Predecessor Security; if there is no Predecessor Security, insert --
its authentication] [In the case of Securities of a series other than a series
to be offered pursuant to a Periodic Offering, insert -- the original issuance
of the first Security of such series to be issued].
The Indenture, the Securities and any coupons appertaining thereto
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.
D-12
<PAGE>
[Form of Face of Coupon]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
UNIVERSAL CORPORATION
No. ___________
U.S.$ ___________
Due ___________
Unless the Security to which this coupon appertains shall have been
called for previous redemption and payment thereof duly provided for on the date
set forth hereon, Universal Corporation (herein called the "Company") will pay
to bearer, upon surrender hereof, the amount shown hereon (together with any
additional amounts in respect thereof-which the Company may be required to pay
according to the terms of said Security and the Indenture referred to therein)
at the Paying Agents set out on the reverse hereof or at such other offices or
agencies (which, except as otherwise provided in the Security to which this
coupon appertains, shall be located outside the United States of America
(including the States and the District of Columbia) and its possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and Northern Mariana Islands) (the "United States")) as the Company may
designate from time to time, at the option of the Holder, by United States
dollar check drawn on a bank in The City of New York or by transfer of United
States dollars to an account maintained by the payee with a bank located outside
the United States, being [one year's] interest then payable on said Security,
provided that no such check shall be mailed by any Paying Agent to an address in
the United States, and no transfer of funds shall be made to an account
maintained by the payee in the United States.
UNIVERSAL CORPORATION
By: ___________________________
D-13
<PAGE>
[Reverse of Coupon]
*
________________________
________________________
________________________
________________________
________________________
________________________
-------------------
* Insert names and addresses of initial paying Agents located outside the
United States.
D-14
<PAGE>
EXHIBIT E
(FORM OF TEMPORARY GLOBAL SECURITY)
(Form of Face)
--------------------
UNIVERSAL CORPORATION
--------------------
TEMPORARY GLOBAL SECURITY
--------------------
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
[Insert any other legend required by the Internal Revenue Code and the
Regulations thereunder.]
THIS SECURITY IS A TEMPORARY GLOBAL SECURITY, WITHOUT COUPONS,
EXCHANGEABLE FOR ONE OR MORE PERMANENT GLOBAL SECURITIES OF THIS SERIES, WITHOUT
COUPONS, FOR DEFINITIVE REGISTERED SECURITIES OF THIS SERIES, WITHOUT COUPONS,
FOR DEFINITIVE BEARER SECURITIES OF THIS SERIES, WITH INTEREST COUPONS ATTACHED,
OR FOR A COMBINATION THEREOF, AT THE PRINCIPAL OFFICE OF THE [TRUSTEE] [SECURITY
REGISTRAR] (AS DEFINED HEREIN) IN LONDON, ON OR AFTER 45 DAYS FROM THE DATE OF
ORIGINAL ISSUANCE HEREOF UPON PRESENTATION OF THE CERTIFICATION SPECIFIED IN THE
INDENTURE (AS DEFINED HEREIN). THE RIGHTS ATTACHING TO THIS TEMPORARY GLOBAL
SECURITY AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR A
PERMANENT GLOBAL SECURITY OF THIS SERIES OR FOR DEFINITIVE REGISTERED SECURITIES
OF THIS SERIES OF DEFINITIVE BEARER SECURITIES OF THIS SERIES ARE AS SPECIFIED
HEREIN AND IN THE INDENTURE.
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL
SECURITY SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT
TO THE PROVISIONS HEREOF.
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No.
This temporary global Security is one of a duly authorized issue of
securities (herein called the "Securities") of Universal Corporation, a Virginia
corporation (hereinafter called the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to), unlimited in aggregate
principal amount, issued and to be issued in one or more series under an
indenture dated as of ___________, 1991 between the Company and Chemical Bank,
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture (as hereinafter defined)), to which indenture and all
indentures supplemental thereto (the indenture as supplemented being herein
called the "Indenture") reference is hereby made for a statement of the
respective rights thereunder of the Company, the Trustee and the Holders of the
Securities and any coupons appertaining thereto and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This temporary
global Security is one of the series of Securities designated on the face
hereof, of an aggregate initial principal amount of Thousand United States
Dollars (as adjusted from time to time in accordance with the terms and
provisions hereof and as set forth on Schedule A hereto, the "Principal
Amount"), with the Interest Payment Dates, date of original issuance, and date
of Maturity specified herein and bearing interest on said Principal Amount at
the interest rate specified herein.
The Company, for value received, hereby promises to pay to the bearer,
upon presentation and surrender of this temporary global Security, the Principal
Amount hereof on [If the temporary global Security is interest-bearing,
insert--, and to pay interest thereon, from the date hereof, [semi-annually in
arrears on and in each year] [annually in arrears on in each year,] commencing
, 19 , and at Maturity, at the rate of % per annum, until the
principal hereof is paid or duly made available for payment [If applicable,
insert--,and (to the extent that the payment of such interest shall be legally
enforceable) at the rate of % per annum on any overdue principal and premium
and on any overdue installment of interest]. [If the temporary global Security
is not to bear interest prior to Maturity, insert--The principal of this
temporary global Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity, and in such case the overdue principal of this temporary global
Security shall bear interest at the rate of % per annum (to the extent that
the payment of such interest shall be legally enforceable), which shall accrue
from the date of such default in payment to the date payment of such principal
has been made or duly provided for. Interest on any overdue principal shall be
payable on demand. Any interest on any overdue principal shall bear interest at
the rate of % per annum (to the extent that the payment of such interest
shall be legally enforceable), which shall accrue from the date of such default
in payment to the date payment of such interest has been made or duly provided
for, and such interest shall also be payable on demand.]
This temporary global Security shall be exchanged in whole or from time
to time in part for (i) a permanent global Security of this series, with
interest coupons, (ii) definitive Bearer Securities of this series [If the
temporary global Security is interest-bearing, insert--, with interest coupons
attached] [If the temporary global Security is not to bear interest prior to
Maturity, insert--without interest coupons], (iii) definitive Registered
Securities of this series, without interest coupons, or (iv) a combination of
the foregoing, provided that the
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permanent global Security or the definitive Securities so issued in exchange for
this temporary global Security shall be in authorized denominations and be of
like tenor and of an equal aggregate principal amount as the portion of this
temporary global Security to be exchanged, and provided further that, unless the
Company agrees otherwise, definitive Bearer Securities of this series or
definitive Registered Securities of this series will be issued in exchange for
this temporary global Security, or any portion hereof, only if prior to the
issuance of this temporary global Security, such definitive Bearer Securities or
definitive Registered Securities were requested by written notice to the London
office of the Security Registrar and the London office of a common depositary
(the "Common Depositary"), by or on behalf of a Person who is a beneficial owner
of an interest herein, given through Morgan Guaranty Trust Company of New York,
Brussels office, as the operator of the Euroclear System (the "Euroclear
Operator"), or Centrale de Livraison de Valeurs Mobilieres, S.A. ("CEDEL" S.A.).
In the event that this temporary global Security or any portion hereof
is exchanged for one or more permanent global Securities of this series or an
interest therein, such permanent global Security will be deposited in London
with the main office in London of the Common Depositary for the Euroclear
Operator and CEDEL S.A. Any exchange of this temporary global Security or
portion hereof, whether for a permanent global Security of this series or an
interest therein, one or more definitive Registered Securities of this series or
one or more definitive Bearer Securities of this series, will be made at the
London office of the Security Registrar, upon request and by or on behalf of the
Person who is the beneficial owner of an interest herein given through the
Euroclear Operator or CEDEL S.A., only (i) on or after a date which is at least
45 days after the date of original issuance hereof (the "Exchange Date") and
(ii) in accordance with the procedures and certification requirements set forth
in the Indenture. Upon exchange of any portion of this temporary global Security
for a permanent global Security of this series or one or more definitive
Registered Securities of this series or one or more definitive Bearer Securities
of this series, or both, the Security Registrar shall endorse Schedule A of this
temporary global Security to reflect the reduction of its Principal Amount by an
amount equal to the aggregate principal amount of the definitive Registered
Securities of this series or Bearer Securities of this series so issued in
exchange or by the aggregate principal amount to be entered on the permanent
global Security of this series, or both, whereupon the Principal Amount hereof
shall be reduced for all purposes by the amount so exchanged and noted. Except
as otherwise provided herein or in the Indenture, until exchanged in full for a
permanent global Security of this series or interests therein or one or more
definitive Registered Securities of this series or one or more definitive Bearer
Securities of this series, or both, this temporary global Security shall in all
respects be subject to and entitled to the same benefits and conditions under
the Indenture as a duly authenticated and delivered permanent global Security of
this series or definitive Registered Security of this series or definitive
Bearer Security of this series.
Except as provided in the next paragraph, neither the Holder of this
temporary global Security nor any beneficial owner of any portion of this
temporary global Security shall be entitled to receive payment of [If the
temporary global Security is interest-bearing, insert--accrued interest][ [If
the temporary global Security is not to bear interest prior to Maturity,
insert--accrued interest on overdue principal, if any,] hereon until this
temporary
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global Security or the relevant portion hereof has been exchanged for a
permanent global Security of this series or an interest therein or for one or
more definitive Registered Securities of this series or one or more definitive
Bearer Securities of this series or a combination thereof, as provided herein
and in the Indenture.
The principal and any [premium or] interest in respect of any portion
of this temporary global Security payable [If the temporary global Security is
interest-bearing, insert--in respect of an Interest Payment Date or at the
Stated Maturity thereof] [If the temporary global Security is not to bear
interest prior to Maturity, insert--at Maturity or upon the sale or exchange
thereof], in each case occurring prior to the exchange of such portion for a
permanent global Security of this series or interests therein or a definitive
Registered Security or Securities of this series or a definitive Bearer Security
or Securities of this series, as the case may be, will be paid to each of the
Euroclear Operator and CEDEL S.A. with respect to the portion of this temporary
global Security held for its account only upon compliance with the procedures
and certification requirements set forth in the Indenture. If such Interest
Payment Date occurs on or after the Exchange Date, the Euroclear Operator or
CEDEL S.A., as the case may be, following the receipt of such written
certification shall exchange, in accordance with the procedures set forth in the
Indenture, the portion of the temporary global Security that relates to such
certificate for definitive Securities (which, in the absence of instructions to
the contrary, shall be an interest in a permanent global Security).
Payment of the principal of and any premium or interest on this
temporary global Security shall be made, 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 Paying Agent, at the [main]
offices of in , in , in , in and in
, or at such other office or agencies outside the United States of America
(including the States and the District of Columbia) and its possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and Northern Mariana Islands) (the "United States") as the Company may
designate, at the option of the Holder, by United States dollar check drawn on a
bank in The City of New York or by transfer of United States dollars to an
account maintained by the payee with a bank located outside the United States.
[If the temporary global Security is interest-bearing, insert--Interest on this
temporary global Security due on or before Maturity shall be payable only upon
presentation at such an office or agency of this temporary global Security.] To
the extent necessary under the taxation laws of the United States or any
official application or interpretation of the taxation laws of the United States
for such payments to be treated as having been made outside the United States,
no such check shall be mailed by any Paying Agent to any address in the United
States and no transfer of funds shall be made to an account maintained by the
payee in the United States [If the temporary global Security is denominated and
payable in United States dollars, insert--; provided, however, that payment of
principal of [(and premium, if any)] and [any] interest on this temporary global
Security (including any additional amounts which may be payable as provided
below) shall be made at the office of the Company's Paying Agent in the Borough
of Manhattan, The City of New York if (but only if) payment in United States
dollars of the full amount of such principal, [premium], interest or additional
amounts, as the case may be, at all offices or agencies outside the United
States maintained for the purpose by the Company
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in accordance with the Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions].
The Company will pay to any Holder of any Security of this series [If the
temporary global Security is interest-bearing, insert--or any coupon
appertaining thereto) who is a United States Alien (as defined below) such
additional amounts as may be necessary in order that [If the temporary global
Security is interest-bearing, insert--every net payment of the principal of
[(and premium, if any)] and interest on such Security] [If the temporary global
Security is not to bear interest prior to Maturity, insert-- (i) the net payment
of principal of (and interest on overdue principal, if any, on) such Security
and (ii) the net proceeds from the sale or exchange of such Security, to the
extent of issue price plus accrued but unpaid original issue discount], after
deduction or withholding for or on account of any present or future tax,
assessment or other governmental charge imposed by the United States of America
or any political subdivision or taxing authority thereof or therein upon or as a
result of such payment [If the temporary global Security is not to bear interest
prior to Maturity, insert--or as a result of such sale or exchange], will not be
less than the amount provided for in such Security [If the temporary global
Security is interest-bearing; insert--or in such coupon] to be then due and
payable [If the temporary global Security is not to bear interest prior to
Maturity, insert--or, in the case of a sale or exchange, the amount of the net
proceeds from the sale or exchange before any such tax, assessment or other
governmental charge]; provided, however, that the Company will not be required
to make any payment of additional amounts for or on account of:
(a) any tax, assessment or other governmental charge which would not
have been imposed but for (i) the existence of any present or former
connection between such Holder (or between a fiduciary, settlor,
beneficiary, member or shareholder of, or possessor of a power over, such
Holder, if such Holder is an estate, trust, partnership or corporation) and
the United States of America, including, without limitation, such Holder
(or such fiduciary, settlor, beneficiary, member, shareholder or possessor)
being or having been a citizen or resident thereof or being or having been
present or engaged in trade or business therein or having or having had a
permanent establishment therein or (ii) the presentation by the Holder of
such Security [If the temporary global Security is interest-bearing,
insert--or any coupon appertaining thereto] for payment on a date more than
10 days after the date on which such payment became due and payable or the
date on which payment thereof is duly provided for, whichever occurs later;
(b) any estate, inheritance, gift, sales, transfer, personal property
tax or similar tax, assessment or other governmental charge;
(c) any tax, assessment or other governmental charge imposed by reason
of such Holder's past or present status as a personal holding company or
foreign personal holding company with respect to the United States of
America or as a corporation which accumulates earnings to avoid United
States federal income tax;
(d) any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payments of [If the temporary global
Security is interest-bearing, insert--principal of [(and premium, if any)]
or interest on, such
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Security] [If the temporary global Security is not to bear interest
prior to Maturity, insert--principal of [(and premium, if any)] or
interest on overdue principal, if any, on such Security or from
payments from the proceeds of a sale or exchange of such Security];
(e) any tax, assessment or other governmental charge required
to be withheld by any Paying Agent from any payment of principal of
[(and premium, if any)] or interest on, the Securities, if such payment
can be made without such withholding by any of the other Paying Agents
in Western Europe;
(f) any tax, assessment or other governmental charge which
would not have been imposed but for the failure to comply with
certification, information, documentation or other reporting
requirements concerning the nationality, residence, identity or
connections with the United States of America of the Holder or
beneficial owner of such Security [If the temporary global Security is
interest-bearing, insert--or any coupon appertaining thereto], if such
compliance is required by statute or by regulation of the United States
Treasury Department as a pre-condition to relief or exemption from such
tax, assessment or other governmental charge;
(g) any tax, assessment or other governmental charge imposed
[If the temporary global Security is interest-bearing, insert--on
interest received by (i) a 10% shareholder (as defined in Section
871(h)(3)(B) of the United States Internal Revenue Code of 1986, as
amended, and the regulations that may be promulgated thereunder) of the
Company or (ii) a controlled foreign corporation within the meaning of
the United States Internal Revenue Code of 1986, as amended [If the
temporary global Security is not to bear interest prior to Maturity,
insert--(i) by reason of such Holder's past or present status as a 10%
shareholder (as defined in Section 871(h)(3)(B) of the United States
Internal Revenue Code of 1986, as amended, and the regulations that may
be promulgated thereunder) of the Company or (ii) by reason of such
Holder's past or present status as a controlled foreign corporation
within the meaning of the United States Internal Revenue Code of 1986,
as amended]; or
(h) any combination of items (a), (b), (c), (d), (e), (f) and
(g);
nor will additional amounts be paid with respect to any payment of [If
the temporary global Security is interest-bearing, insert--principal of
[(and premium, if any)] or interest on any such Security] [If the
temporary global Security is not to bear interest prior to Maturity,
insert--principal of (or interest on overdue principal, if any, on)
such Security or of the proceeds of any sale or exchange of such
Security] to any Holder which is a United States Alien who is a
fiduciary or partnership or other than the sole beneficial owner of any
such payment to the extent that a beneficiary or settlor with respect
to such fiduciary, a member of such a partnership or the beneficial
owner would not have been entitled to the additional amounts had such
beneficiary, settlor, member or beneficial owner been the Holder of
such Security [If the temporary global Security is interest-bearing,
insert--or any coupon appertaining thereto]. Except as specifically
provided in the Securities of this series
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(including this temporary global Security), the Company shall not be
required to make any payment with respect to any tax, assessment or
governmental charge imposed by any government or any political
subdivision thereof or taxing authority therein. Whenever in this
temporary global Security there is mentioned, in any context, the
payment of the principal of [(or premium, if any)] or interest on, or
in respect of, a Security [If the temporary global Security is
interest-bearing, insert--or any coupon appertaining thereto], such
mention shall be deemed to include mention of the payment of additional
amounts provided for herein or therein to the extent that, in such
context, additional amounts are, were or would be payable in respect
thereof pursuant to the provisions hereof or thereof and express
mention of the payment of additional amounts (if applicable) in any
provisions hereof or thereof shall not be construed as excluding
additional amounts in those provisions hereof where such express
mention is not made. The term "United States Alien" means any Person
who, for United States federal income tax purposes, is a foreign
corporation, a non-resident alien individual, a non-resident alien
fiduciary of a foreign estate or trust or a foreign partnership to the
extent that one or more of the members of which is, for United States
federal income tax purposes, a foreign corporation, a-non-resident
alien individual or a non-resident alien fiduciary of a foreign estate
or trust.
Notwithstanding the foregoing, if and so long as a certification,
information, documentation or other reporting requirement with respect to any
and all Securities of this series (including this temporary global Security)
referred to in the [fourth][fifth] paragraph on the reverse hereof would be
fully satisfied by payment of a withholding tax, backup withholding tax or
similar charge, the Company may elect to have the provisions of this paragraph
apply in lieu of the provisions of such paragraph, which election may be stated
in the Determination Notice (as defined in such [fourth][fifth] paragraph). In
such event, the Company will pay as additional amounts with respect to any
Security of this series (including this temporary global Security) that the
Company determines is subject to such requirement such amounts as may be
necessary so that every net payment made following the effective date of such
requirement outside the United States by the Company or any of its Paying Agents
of principal [(and premium, if any)] or [any] interest due in respect of any
Bearer Security of this series [If the temporary global Security is
interest-bearing, insert--or any coupon appertaining thereto] of which the
beneficial owner is a United States Alien (but without any requirement that the
nationality, residence or identity of such beneficial owner be disclosed to the
Company, any Paying Agent or any governmental authority), after deduction or
withholding for or on account of such withholding tax, backup withholding tax or
similar charge (other than a withholding tax, backup withholding tax or similar
charge which (a) would not be applicable to a payment made to a custodian,
nominee or other agent of the beneficial owner or which can be satisfied by such
a custodian, nominee or other agent certifying to the effect that such
beneficial owner is a United States Alien; provided, however, in each case that
payment by such custodian, nominee or agent to such beneficial owner is not
otherwise subject to any requirement referred to in this paragraph, (b) is
applicable only to payment by a custodian, nominee or other agent of the
beneficial owner to such beneficial owner, (c) would not be applicable to a
payment made by any other Paying Agent of the Company in Western Europe, or (d)
is imposed as a result of the presentation of such Bearer Security [If the
temporary global
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Security is interest-bearing, insert--or coupon] for payment on a date more than
10 days after the date on which such payment becomes due and payable or the date
on which payment thereof is duly provided for, whichever occurs later), will not
be less than the amount provided for in such Bearer Security [If the temporary
global Security is interest-bearing, insert--or coupon] to be then due and
payable.
Reference is hereby made to the further provisions of this temporary
global Security set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or
on behalf of Chemical Bank, the Trustee under the Indenture, or its successors
thereunder, by the manual signature of one of its authorized officers, this
temporary global Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal:
UNIVERSAL CORPORATION
Dated:
(Seal) By: ___________________________
Name:
Attest: Title:
--------------------------------
Secretary
[Form of Reverse]
The Securities of this series of which this temporary global Security
is a part are issuable as Bearer Securities, with interest coupons attached, in
the denomination of U.S.$ [and as Registered Securities, 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, Bearer
Securities and Registered Securities of the series of which this temporary
global Security is a part are exchangeable for a like aggregate principal amount
of Registered Securities of this series and of like tenor of any authorized
denominations, as requested by the Holder surrendering the same, upon surrender
of the Security or Securities to be exchanged, with all unmatured coupons and
all matured coupons in default thereto appertaining, at any office or agency
described below where Registered Securities of this series may be presented for
registration of transfer; provided, however, that Bearer Securities surrendered
in exchange for Registered Securities between a Regular Record Date and the
relevant Interest Payment Date shall be surrendered without the coupon
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relating to such Interest Payment Date. Registered Securities, including
Registered Securities received in exchange for Bearer Securities, may not be
exchanged for Bearer Securities.]
[If applicable, insert--The Securities of this series (including this
temporary global Security and the interests represented hereby) are subject to
redemption (1)] [If applicable, insert--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)] [If applicable, insert--at any time [on or after ,19 ], 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 ,
%, and if redeemed] during the 12-month period beginning of the years
indicated:
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Redemption Redemption
Year Price Year Price
---- ---------- ---- ----------
and thereafter at a Redemption Price equal to % of the principal amount,] [and
( )] [under the circumstances described in the next [two] succeeding
paragraph[s] at a Redemption Price equal to [100% of the principal amount--or
insert applicable formula for determining the amount] [If the temporary global
Security is interest-bearing, insert--, 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; provided,
however, that interest installments on this temporary global Security whose
Stated Maturity is on or prior to such Redemption Date will be payable only upon
presentation of this temporary global Security (at an office or agency located
outside the United States, except as herein provided otherwise)].]
[If applicable, insert--The Securities of this series (including this
temporary global Security and the interests represented hereby) are subject to
redemption (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 , 19 ], 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 Redemption Price
for Redemption for Redemption Otherwise
Through Operation than Through Operation
Year of the Sinking Fund of the Sinking Fund
---- ------------------- -------------------
and thereafter at a Redemption Price equal to % of the principal amount, and (3)
under the circumstances described in the next [two] succeeding paragraph[s] at a
Redemption Price equal to [100% of the principal amount--or insert applicable
formula for determining the amount] [If the temporary global Security is
interest-bearing, 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 interest installments on this temporary
global Security whose Stated Maturity is on or prior to such Redemption Date
will be payable only upon presentation of this temporary global Security (at an
office or agency located outside the United States, except as herein provided
otherwise)].] [Notwithstanding the foregoing, the Company may not, prior to ,
redeem the Securities of this series (including this temporary global Security
and the interests
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represented hereby) as contemplated by Clause [(2)] above 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 Securities of this series (including this temporary global Security
and the interests represented hereby) may be redeemed, as a whole but not in
part, at the option of the Company, at a Redemption Price determined as set
forth in the preceding paragraph [If the temporary global Security is
interest-bearing, insert--, together with interest accrued to the date fixed for
redemption,] if, as a result of any amendment to, or change in, the laws (or any
regulations or rulings promulgated thereunder) of the United States of America
or any political subdivision or taxing authority thereof or therein affecting
taxation, or any amendment to or change in an official position regarding the
application or interpretation of such laws, regulations or rulings, which
amendment or change is effective on or after 19 , the Company will become
obligated to pay additional amounts (as described on the face thereof or hereof)
[If the temporary global Security is interest-bearing, insert--on the next
succeeding Interest Payment Date] [If the temporary global Security is not to
bear interest prior to Maturity, insert--at Maturity or upon the sale or
exchange of any Security], provided that such obligation to pay additional
amounts cannot be avoided by the use of reasonable measures available to the
Company; provided, however, that in the opinion of the Company, which opinion
shall be rendered in good faith, such measures need not be used if they have or
will have a material adverse impact on the conduct of its business; provided
further, however, that (a) no notice of such redemption may be given earlier
than 90 days prior to the earliest date on which the Company would be obligated
to pay such additional amounts [If the temporary global Security is
interest-bearing, insert--were a payment in respect of the Securities of this
series (including this temporary global Security and the interests represented
hereby) then due] [If the temporary global Security is not to bear interest
prior to Maturity, insert--were a payment in respect of the Securities of this
series (including this temporary global Security and the interests represented
hereby) then due or a sale or exchange of a Security of this series then made],
and (b) at the time such notice is given, such obligation to pay such additional
amounts remains in effect. Immediately prior to the giving of any notice of
redemption as provided in this paragraph, the Company shall deliver to the
Trustee a certificate stating that the Company is entitled to effect such
redemption and setting forth a statement of facts showing that the conditions
precedent to the right of the Company so to redeem have occurred and an opinion
of McGuire, Woods, Battle & Boothe to such effect based on such statement of
facts.
[If applicable*, insert--In addition, if the Company determines that
any payment made outside the United States by the Company or any of its Paying
Agents of the full amount of principal [,premium, if any,] or interest due with
respect to any Bearer Security of the series of which this temporary global
Security is a part or any related coupon would, under any present or future laws
or regulations of the United States of America affecting
-------------------
* Generally, this provision will only be applicable if the Securities of the
series are interest-bearing and generally only if the Securitities bear
interest at a fixed rate.
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taxation or otherwise, be subject to any certification, information,
documentation or other reporting requirement of any kind, the effect of which
requirement is the disclosure to the Company, any Paying Agent or any
governmental authority of the nationality, residence or identity of a beneficial
owner of such Bearer Security or coupon who is a United States Alien (as defined
on the face hereof) (other than such a requirement (a) which would not be
applicable to a payment made by the Company or any one of its Paying Agents (i)
directly to the beneficial owner or (ii) to any custodian, nominee or other
agent of the beneficial owner, or (b) which can be satisfied by the custodian,
nominee or other agent certifying that the beneficial owner is a United States
Alien, provided in each case referred to in clauses (a)(ii) and (b) that payment
by such custodian, nominee or other agent of such beneficial owner is not
otherwise subject to any such requirement or (c) would not be applicable to a
payment made to any other Paying Agent in Western Europe), the Company at its
election will either (x) redeem the Securities of this series (including this
temporary global Security and the interests represented hereby), as a whole but
not in part, at a Redemption Price determined as set forth in the next preceding
paragraph, together with interest accrued to the date fixed for redemption, or
(y) if and so long as the conditions of the [ninth] paragraph on the face of
this temporary global Security are satisfied, pay the-additional amounts
specified in such paragraph. The Company will make such determination and
election and notify the Trustee thereof as soon as practicable, and the Trustee
will promptly give notice of such determination in the manner provided below
(the "Determination Notice"), in each case stating the effective date of such
certification, information, documentation or other reporting requirement,
whether the Company will redeem the Securities (including this temporary global
Security and the interests represented hereby) or will pay the additional
amounts specified in such paragraph and (if applicable) the last date by which
the redemption of the Securities (including this temporary global Security and
the interests represented hereby) must take place. If the Company elects to
redeem the Securities (including this temporary global Security and the
interests represented hereby) such redemption shall take place on such date, not
later than one year after publication of the Determination Notice, as the
Company elects by notice to the Trustee at least 75 days before such date,
unless shorter notice is acceptable to the Trustee. Upon receipt of notice from
the Company as to the date of redemption, the Trustee will cause notice thereof
to be duly published in the manner provided below. Notwithstanding the
foregoing, the Company will not so redeem the Securities (including this
temporary global Security and the interests represented hereby) if the Company
subsequently determines, not less than 30 days prior to the date fixed for
redemption, that subsequent payments on the Securities (including this temporary
global Security and the interests represented hereby) would not be subject to
any such requirement, in which case the Company will promptly notify the
Trustee, which will promptly give notice of that determination in the manner
provided below, and any earlier redemption notice will thereupon be revoked and
of no further effect. If the Company elects as provided in clause (y) above to
pay additional amounts, and as long as the Company is obligated to pay such
additional amounts, the Company may subsequently redeem the Securities
(including this temporary global Security and the interests represented hereby),
at any time, as a whole but not in part, at a Redemption Price determined as set
forth in the next preceding paragraph, together with interest accrued to the
date fixed for redemption, including any additional amounts required to be paid
but without reduction for applicable United States of America withholding
taxes.]
E-12
<PAGE>
[If applicable*, insert--In addition, if the Company determines that
any payment made outside the United States by the Company or any of its Paying
Agents of the full amount due with respect to any Bearer Security of the series
of which this temporary global Security is a part would, under any present or
future laws or regulations of the United States of America affecting taxation or
otherwise, be subject to any certification, information, documentation, or other
reporting requirement of any kind, the effect of which requirement is the
disclosure to the Company, any Paying Agent or any governmental authority of the
nationality, residence or identity of a beneficial owner of such Bearer Security
who is a United States Alien (as defined on the face hereof) (other than such a
requirement (a) which would not be applicable to a payment made by the Company
or any one of its Paying Agents (i) directly to the beneficial owner or (ii) to
any custodian, nominee or other agent of the beneficial owner, or (b) which can
be satisfied by the custodian, nominee or other agent certifying that such
beneficial owner is a United States Alien, provided in each case referred to in
clauses (a)(ii) and (b) that payment by such custodian, nominee or other agent
of such beneficial owner is not otherwise subject to any such requirement or (c)
would not be applicable to a payment made to any other Paying-Agent in Western
Europe), the Company at its election will either (x) permit any Holder of a
Security to present such Security for redemption within 90 days of notice of
such redemption, at a Redemption Price determined as set forth in the next
preceding paragraph, provided that if any such Holder fails to present its
Security for redemption, such Holder will not be entitled to any additional
amounts, or (y) if and so long as the conditions of the [ninth] paragraph on the
face of this temporary global Security are satisfied, pay the additional amounts
specified in such paragraph. The Company will make such determination and
election and notify the Trustee thereof as soon as practicable, and the Trustee
will promptly give notice of such determination in the manner provided below
(the "Determination Notice"), in each case stating the effective date of such
certification, information, documentation or other reporting requirement,
whether the Company has elected to permit redemption of the Securities
(including this temporary global Security and the interests represented hereby)
or to pay the additional amounts specified in such paragraph and (if applicable)
the last day by which the Company may publish any notice of redemption. If the
Company elects to permit redemption of the Securities (including this temporary
global Security and the interests represented hereby), notice of the redemption
will be given not more than 268 days following the Determination Notice and will
specify the date fixed for redemption. The Securities (including this temporary
global Security and the interests represented hereby) will be redeemed on the
day 97 days after notice of the redemption has been given. Notwithstanding the
foregoing, the Company will not permit redemption of the Securities (including
this temporary global Security and the interests represented hereby) if the
Company subsequently determines, not less than 30 days prior to the date fixed
for redemption, that subsequent payments would not be subject to any such
requirement, in which case the Company will promptly notify the Trustee, which
will
-------------------
* Generally, this provision will only be applicable if the Securities of the
series are not to bear interest prior to Maturity.
E-13
<PAGE>
promptly give notice of that determination in the manner described below, and
any earlier redemption notice will thereupon be revoked and of no further
effect.]
With respect to any redemption made pursuant to the terms of this
Security, no payment in respect of the portion of the Redemption Price which
represents accrued interest thereon shall be made at any office or agency of the
Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the United
States.
[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]
U.S.$ [("mandatory sinking fund") and not more than U.S.$ ] aggregate principal
amount of Securities of this series (including this temporary global Security
and the interests represented hereby). [Securities of this series (including
this temporary global Security and the interests represented hereby) acquired or
redeemed by the Company 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.]]
[[Except as otherwise provided herein,] the Securities of this series
(including this temporary global Security and the interests represented hereby)
are not subject to any sinking fund and are not subject to redemption at the
option of the Company prior to maturity.]
The provisions of Article Fourteen of the Indenture [do not] apply to
Securities of this series.
Notice of redemption will be given by publication in an Authorized
Newspaper in The City of New York and, if the Securities of this series are then
listed on [The International Stock Exchange of the United Kingdom and the
Republic of Ireland, Limited] [the Luxembourg Stock Exchange] [or] any [other]
stock exchange located outside the United States and such stock exchange shall
so require, in [London] [Luxembourg] [or] in any [other] required city outside
the United States or, if not practicable, elsewhere in Europe, [and by mail to
Holders of Registered Securities], not less than 30 nor more than 60 days prior
to the dated fixed for redemption, all as provided in the Indenture.
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
(including this temporary global Security and the interests represented hereby)
may be declared due and payable in the manner and with the effect provided in
the Indenture. [If the temporary global Security is not to bear interest prior
to Maturity, insert--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 [any] interest on the Securities of this series
(including this temporary global Security and the interests represented hereby)
shall terminate.]
E-14
<PAGE>
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 [If the temporary global Security is interest-bearing, insert--and any
related coupons] under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of a majority in aggregate principal amount of
the Securities at the time Outstanding of each series and affected thereby. 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
[If the temporary global Security is interest-bearing, insert--and any related
coupons] 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 temporary global Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
temporary global Security and the Persons who are beneficial owners of interests
represented hereby, and of any Security (including any permanent global
Security) issued in exchange herefor or in lieu hereof whether or not notation
of such consent or waiver is made upon this temporary global Security.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series [If the temporary global Security is
interest-bearing, insert--or any related coupon will have any right to institute
any proceeding with respect to the Indenture or for any remedy thereunder,
unless such Holder shall have previously given to the Trustee written notice of
a continuing Event of Default with respect to this series, the Holders of not
less than 25% in principal amount of the Outstanding Securities of this series
shall have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, and the Trustee shall not have
received from the Holders of a majority in principal amount of the Outstanding
Securities of this series a direction inconsistent with such request and shall
have failed to institute such proceeding within 60 days; provided, however, that
such limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of [(and premium, if any)] or [any]
interest on this temporary global Security on or after the respective due dates
expressed herein.
No reference herein to the Indenture and no provision of this temporary
global 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 [any] interest (including additional amounts, as described
on the face hereof) on this temporary global Security at the times, places and
rate, and in the coin or currency, herein prescribed.
Title to [Bearer] Securities of the series of which this temporary
global Security is a part and coupons shall pass by delivery. [As provided in
the Indenture and subject to certain limitations therein set forth, the transfer
of Registered Securities of the series of which this temporary global Security
is a part may be registered in the Security Register of the Company, upon
surrender of a Registered Security for registration of transfer at the
[Corporate Trust Office of the Trustee] or such other office or agency of the
Company as may be designated by it in the Borough of Manhattan, The City of New
York, or, subject
E-15
<PAGE>
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 thereof or his
attorney duly authorized in writing, and thereupon one or more new Registered
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.]
No service charge shall be made for any [such registration of transfer
or] exchange [of Securities as provided above], but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee
may treat the bearer of a Bearer Security of any series and any coupon
appertaining thereto[, and prior to due presentment of a Registered 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 such Security is registered,]
as the owner thereof for all purposes, whether or not such Security or such
coupon be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.
Each Security of this series (including this temporary global Security)
shall be dated the date of [In the case of Securities of a series to be offered
pursuant to a Periodic Offering, insert --- the related Predecessor Security; if
there is no Predecessor Security, insert -- its authentication] [In the case of
Securities of a series other than a series to be offered pursuant to a Periodic
Offering, insert -- the original issuance of the first Security of such series
to be issued].
The Indenture, the Securities (including this temporary global
Security) and any coupons appertaining thereto shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this temporary global Security which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.
E-16
<PAGE>
EXHIBIT F
[Form of Permanent Global Security]
[Form of Face]
----------------
UNIVERSAL CORPORATION
----------------
PERMANENT GLOBAL SECURITY
----------------
[If The Permanent Global Security is to be deposited with a Common
Depositary, -- insert--ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL
BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE
CODE.
[Insert any other legend required by the Internal Revenue Code and the
Regulations thereunder]
[If the permanent global Security is to be deposited with a Common
Depositary, insert--THIS SECURITY IS A PERMANENT GLOBAL SECURITY, WITHOUT
COUPONS, EXCHANGEABLE FOR ONE OR MORE DEFINITIVE REGISTERED SECURITIES OF THIS
SERIES, WITHOUT COUPONS, FOR DEFINITIVE BEARER SECURITIES OF THIS SERIES, WITH
INTEREST COUPONS ATTACHED, OR FOR A COMBINATION THEREOF, AT THE PRINCIPAL OFFICE
OF THE [TRUSTEE] (AS DEFINED HEREIN) [SECURITY REGISTRAR] IN LONDON. THE RIGHTS
ATTACHING TO THIS PERMANENT GLOBAL SECURITY AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR DEFINITIVE REGISTERED SECURITIES OF THIS SERIES OR
DEFINITIVE BEARER SECURITIES OF THIS SERIES ARE AS SPECIFIED HEREIN AND IN THE
INDENTURE.]
[If the permanent global Security is to be deposited with a U.S.
Depository, insert--THIS SECURITY IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A U.S.
DEPOSITORY OR A NOMINEE OF A U.S. DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE U.S. DEPOSITORY OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY
THE U.S. DEPOSITORY TO A NOMINEE OF THE U.S. DEPOSITORY OR BY A NOMINEE OF THE
U.S.
<PAGE>
DEPOSITORY TO THE U.S. DEPOSITORY OR ANOTHER NOMINEE OF THE U.S. DEPOSITORY) MAY
BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.]
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS PERMANENT GLOBAL
SECURITY SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT
TO THE PROVISIONS HEREOF.
No. __________________
This permanent global Security is one of a duly authorized issue of
securities (herein called the "Securities") of Universal Corporation, a Virginia
corporation (hereinafter called the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to), unlimited in aggregate
principal amount, issued and to be issued in one or more series under an
indenture dated as of ___________, 1991 between the Company and Chemical Bank,
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture (as hereinafter defined)), to which indenture and all
indentures supplemental hereto (the indenture as supplemented being herein
called the "Indenture") reference is hereby made for a statement of the
respective rights thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This permanent global Security is one of the series
of Securities designated on the face hereof, of an aggregate initial principal
amount of __________________ Thousand United States Dollars (as adjusted from
time to time in accordance with the terms and provisions hereof and as set forth
on Schedule A hereto, the "Principal Amount"), with the Interest Payment Dates,
date of original issuance, and date of Maturity specified herein and bearing
interest on said Principal Amount at the interest rate specified herein.
[If the permanent global Security is to be deposited with a Common
Depositary, insert--The Company, for value received, hereby promises to pay to
the bearer, upon presentation and surrender of this permanent global Security,
the Principal Amount hereof on [If the permanent global Security is
interest-bearing, insert-- , and to pay interest thereon, from the date hereof,
[semi-annually in arrears on and in each year] [annually in arrears on
in each year,] commencing , 19 , and at Maturity, at the rate of
% per annum, until the principal hereof is paid or duly made available for
payment [If applicable, insert--, and (to the extent that the payment of such
interest shall be legally enforceable) at the rate of % per annum on any overdue
principal and premium and on any overdue installment of interest]. [If the
permanent global Security is not to bear interest prior to Maturity, insert--The
principal of this permanent global Security shall not bear interest except in
the case of a default in payment of principal upon acceleration, upon redemption
or at Stated Maturity, and in such case the overdue principal of this permanent
global Security shall bear interest at the rate of % per annum (to the extent
that the payment of such interest shall be legally enforceable), which shall
accrue from the date of such default in payment to the date payment of such
principal has been made or duly provided for. Interest on any overdue principal
shall be payable on demand. Any interest on any overdue principal shall bear
interest at the rate of % per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue
F-2
<PAGE>
from the date of such default in payment to the date payment of such interest
has been made or duly provided for, and such interest shall also be payable on
demand.]
[If the permanent global Security is to be deposited with a U.S.
Depository, insert--The Company, for value received, hereby promises to pay
to , or registered assigns, the Principal Amount hereof on [If the
permanent global Security is interest-bearing, insert--, and to pay interest
thereon, from , 19 , or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, or, if the date of this
permanent global Security is an Interest Payment Date to which interest has
been paid or duly provided for, then from the date hereof [semi-annually
in arrears on and in each year] [annually in
arrears on in each year,] commencing , 19 , and at Maturity,
at the rate of % per annum, until the principal hereof is paid or duly made
available for payment [If applicable, insert--, and (to the extent that the
payment of such interest shall be legally enforceable) at the rate of % per
annum on any overdue principal and premium and on any overdue installment of
interest]. 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 permanent global Security [or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the [or ] (whether or not a
Business Day) [,as the case may be,] next preceding such Interest Payment Date.
[Except as otherwise provided in the Indenture,] any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and may be paid to the Person in whose name
this permanent global Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date to be fixed by the
Trustee for the payment of such Defaulted Interest, notice whereof shall be
given to the Holder of this permanent global Security not less than 10 days
prior to such Special Record Date, or may be paid at any time in any other
lawful manner [not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange], all as more fully provided in such
Indenture]. [If the permanent global Security is not] to bear interest prior to
Maturity, insert--The principal of this permanent global Security shall not bear
interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity, and in such case the
overdue principal of this permanent global Security shall bear interest at the
rate of % per annum (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of such default in
payment to the date payment of such principal has been made or duly provided
for. Interest on any overdue principal shall be payable on demand. Any interest
on any overdue principal shall bear interest at the rate of % per annum (to the
extent that the payment of such interest shall be legally enforceable), which
shall accrue from the date of such default in payment to the date payment of
such interest has been made or duly provided for, and such interest shall also
be payable on demand.]]
[If the permanent global Security is to be deposited with a Common
Depositary, insert--This permanent global Security is exchangeable in whole or
from time to time in part for (i) definitive Bearer Securities of this series
[If the permanent global Security is interest-bearing, insert--, with interest
coupons attached] [If the permanent global Security is not to bear interest
prior to Maturity, insert--without interest coupons], (ii) definitive
F-3
<PAGE>
Registered Securities of this series, without interest coupons, or (iii) a
combination of the foregoing, provided that the interest in this permanent
global Security being exchanged for such Bearer Securities of this series has
not been acquired from or otherwise beneficially owned by a United States
person, provided further that the definitive Securities so issued in exchange
for this permanent global Security shall be in authorized denominations and be
of like tenor and of an equal aggregate principal amount as the portion of this
permanent global Security to be exchanged, and provided further that, unless the
Company agrees otherwise, definitive Bearer Securities of this series or
definitive Registered Securities of this series will be issued in exchange for
this permanent global Security, or any portion hereof, only if at least 30 days
prior to such exchange, such definitive Bearer Securities or definitive
Registered Securities were requested by written notice to the London office of
the Security Registrar and the London office of a common depositary with respect
to the Securities of this series (the "Common Depositary"), by or on behalf of a
Person entitled thereto, given through Morgan Guaranty Trust Company of New
York, Brussels office, as the operator of the Euroclear System (the "Euroclear
Operator"), or Centrale de Livrasions de Valeurs Mobilieres, S.A. ("Cedel").]
[If the permanent global Security is to be deposited with a U.S.
Depository, insert--This permanent global Security is exchangeable in whole or
from time to time in part for definitive Registered Securities of this series
only as provided in this paragraph. If (x) the U.S. Depository with respect to
the Securities of this series (the "U.S. Depository") notifies the Company that
it is unwilling or unable to continue as U.S. Depository for this permanent
global Security or if at any time the U.S. Depository ceases to be a clearing
agency registered under the Securities Exchange Act of 1934, as amended, (y) the
Company executes and delivers to the Trustee a Company Order providing that this
permanent global Security shall be so exchangeable or (z) there shall have
happened and be continuing an Event of Default or any event which, after notice
or lapse of time, or both, would become an Event of Default with respect to the
Securities of the series of which this permanent global Security is a part, this
permanent global Security or any portion hereof shall, in the case of clause (x)
above, be exchanged for definitive Registered Securities of this series, and in
the case of clauses (y) and (z) above, be exchangeable for definitive Registered
Securities of this series, provided that the definitive Securities so issued in
exchange for this permanent global Security shall be in authorized denominations
and be of like tenor and of an equal aggregate principal amount as the portion
of the permanent global Security to be exchanged, and provided further that, in
the case of clauses (y) and (z) above, definitive Registered Securities of this
series will be issued in exchange for this permanent global Security, or any
portion hereof, only if such definitive Registered Securities were requested by
written notice to the [Trustee] [Security Registrar] by or on behalf of a Person
who is a beneficial owner of an interest hereof given through the Holder hereof.
Any definitive Registered Securities of this series issued in exchange for this
permanent global Security, or any portion hereof, shall be registered in the
name or names of such Person or Persons as the Holder hereof shall instruct the
[Trustee] [Security Registrar]. Except as provided above, owners of beneficial
interests in this permanent global Security will not be entitled to receive
physical delivery of Securities in definitive form and will not be considered
the Holders thereof for any purpose under the Indenture.]
F-4
<PAGE>
[If the permanent global Security is to be deposited with a Common
Depositary, insert--Any exchange of this permanent global Security or portion
hereof, whether for one or more definitive Registered Securities of this series
or one or more definitive Bearer Securities of this series, will be made at the
London office of the Security Registrar, upon request of the Person who is the
beneficial owner of an interest herein given through the Euroclear Operator or
Cedel. Upon exchange of any portion of this permanent global Security for one or
more definitive Registered Securities of this series or one or more definitive
Bearer Securities of this series, or both, the Security Registrar shall endorse
Schedule A of this permanent global Security to reflect the reduction of its
Principal Amount by an amount equal to the aggregate principal amount of the
definitive Registered Securities of this series or Bearer Securities of this
series so issued in exchange, or both, whereupon the Principal Amount hereof
shall be reduced for all purposes by the amount so exchanged and noted.
Except as otherwise provided herein or in the Indenture, until
exchanged in full for one or more definitive Registered Securities of this
series or one or more definitive Bearer Securities of this series, or both, this
permanent global Security shall in all respects be subject to and entitled to
the same benefits and conditions under the Indenture as a duly authenticated and
delivered definitive Registered Security of this series or definitive Bearer
Security of this series.]
[If the permanent global Security is to be deposited with a U.S.
Depository, insert--Any exchange of this permanent global Security or portion
hereof for one or more definitive Registered Securities of this series will be
made at the New York office of the [Trustee] [Security Registrar]. Upon exchange
of any portion of this permanent global Security for one or more definitive
Registered Securities of this series, the [Trustee] [Security Registrar] shall
endorse Schedule A of this permanent global Security to reflect the reduction of
its Principal Amount by an amount equal to the aggregate principal amount of the
definitive Registered Securities of this series so issued in exchange, whereupon
the Principal Amount hereof shall be reduced for all purposes by the amount so
exchanged and noted. Except as otherwise provided herein or in the Indenture,
until exchanged in full for one or more definitive Registered Securities of this
series, this permanent global Security shall in all respects be subject to and
entitled to the same benefits and conditions under the Indenture as a duly
authenticated and delivered definitive Registered Security of this series.]
[If the permanent global Security is to be deposited with a Common
Depositary, insert--Except as provided in the next paragraph, neither the Holder
of this permanent global Security nor any beneficial owner of any portion of
this permanent global Security shall be entitled to receive payment of [If the
permanent global Security is interest-bearing, insert--accrued interest] [If the
permanent global Security is not to bear interest prior to Maturity,
insert--accrued interest on overdue principal, if any,] hereon until this
permanent global Security or the relevant portion hereof has been exchanged
for an interest therein or for one or more definitive Registered Securities of
this series or one or more definitive Bearer Securities of this series or a
combination thereof, as provided herein and in the Indenture.
F-5
<PAGE>
The principal and any [premium or] interest in respect of any portion
of this permanent global Security payable [If the permanent global Security is
interest-bearing, insert--in respect of an Interest Payment Date or at the
Stated Maturity thereof [If the permanent global Security is not to bear
interest prior to Maturity, insert--at Maturity or upon the sale or exchange
thereof], in each case occurring prior to the exchange of such portion for a
definitive Registered Security or Securities of this series or a definitive
Bearer Security or Securities of this series, as the case may be, will be paid
to each of the Euroclear Operator and Cedel with respect to the portion of this
permanent global Security held for its account. Each of the Euroclear Operator
and Cedel will undertake in such circumstances to credit any such principal[,]
[premium] and interest received by it in respect of this permanent global
Security to the respective accounts of the Persons who are the beneficial owners
of such interests [on such Interest Payment Date or at Stated Maturity] [at
Maturity or upon the sale or exchange thereof]. [If the permanent global
Security is interest-bearing, insert--If a definitive Registered Security of
this series is issued in exchange for any portion of this permanent global
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (iii any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Euroclear Operator and Cedel, and the
Euroclear Operator and Cedel will undertake in such circumstances to credit such
interest to the account of the Person who was the beneficial owner of such
portion of this permanent global Security on such Regular Record Date or Special
Record Date, as the case may be.]]
[If the permanent global Security is to be deposited with a U.S.
Depository, insert--Except as provided in the next paragraph, neither the Holder
of this permanent global Security nor any beneficial owner of any portion of
this permanent global Security shall be entitled to receive payment of [If the
permanent global Security is interest-bearing, insert--accrued interest] [If the
permanent global Security is not to bear interest prior to Maturity,
insert--accrued interest on overdue principal, if any,] hereon until this
permanent global Security or the relevant portion hereof has been exchanged
for one or more definitive Registered Securities of this series, as provided
herein and in the Indenture.
The principal and any [premium or] interest in respect of any portion
of this permanent global Security payable [If the permanent global Security is
interest-bearing, insert--in respect of an Interest Payment Date or at the
Stated Maturity thereof [If the permanent global Security is not to bear
interest prior to Maturity, insert--at Maturity or upon the sale or exchange
thereof], in each case occurring prior to the exchange of such portion for a
definitive Registered Security or Securities of this series, will be paid, as
provided herein, to the Holder hereof which will undertake in such circumstances
to credit any such principal[,] [premium] and interest received by it in respect
of this permanent global Security to the respective accounts of the Persons who
are the beneficial owners of such interests [on such Interest Payment Date or at
Stated Maturity] [at Maturity or upon
F-6
<PAGE>
the sale or exchange thereof]. [If the permanent global Security is
interest-bearing, insert--If a definitive Registered Security of this series is
issued in exchange for any portion of this permanent global Security after the
close of business at the office or agency where such exchange occurs on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed date
for payment, as the case may be, in respect of such Registered Security, but
will be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Holder hereof, and the Holder hereof will undertake
in such circumstances to credit such interest to the account of the Person who
was the beneficial owner of such portion of this permanent global Security on
such Regular Record Date or Special Record Date, as the case may be.]
[If the permanent global Security is to be deposited with a Common
Depositary, insert--Payment of the principal of and any premium or interest on
this permanent global Security shall be made, 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 Paying Agent, at the [main]
offices of in , in , in ,in and in , or at such other
office or agencies outside the United States of America (including the States
and the District of Columbia) and its possessions (including Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana
Islands) (the "United States") as the Company may designate, at the option of
the Holder, by United States dollar check drawn on a bank in The City of New
York or by transfer of United States dollars to an account maintained by the
payee with a bank located outside the United States. [If the permanent global
Security is interest-bearing, insert--Interest on this permanent global Security
due on or before Maturity shall be payable only upon presentation at such an
office or agency of this permanent global Security.] To the extent necessary
under the taxation laws of the United States or any official application or
interpretation of the taxation laws of the United States for such payments to be
treated as having been made outside the United States, no such check shall be
mailed by any Paying Agent to any address in the United States and no transfer
of funds shall be made to an account maintained by the payee in the United
States [If the permanent global Security is denominated and payable in United
States dollars, insert--; provided, however, that payment of principal of [(and
premium, if any)] and [any] interest on this permanent global Security
(including any additional amounts which may be payable as provided below) shall
be made at the office of the Company's Paying Agent in the Borough of Manhattan,
The City of New York if (but only if) payment in United States dollars of the
full amount of such principal, [premium], interest or additional amounts, as the
case may be, at all offices or agencies outside the United States maintained for
the purpose by the Company in accordance with the Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions].]
[If the permanent global Security is to be deposited with a U.S.
Depository, insert--Payment of the principal of [(and premium, if any)] and [If
applicable, insert--any such] interest on this permanent global Security will be
made at [the office or agency of the Company maintained for that purpose in
, in such coin or currency of the United States
F-7
<PAGE>
of America as at the time of payment is legal tender for payment of public and
private debts] [the option of the Holder (a) at [the Corporate Trust Office of
the Trustee] or such other office or agency of the Company as may be designated
by it for such purpose in the Borough of Manhattan, The City of New York, in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts or (b) 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
Paying Agent, at the [main] offices of in , in , in , in in
and in , or at such other offices or agencies as the Company may
designate, by [United States dollar] check drawn on, or transfer to a United
States dollar account maintained by the payee with, a bank in The City of New
York (so long as the applicable Paying Agent has received proper transfer
instructions in writing)] [If applicable, insert--; provided, however, that
payment of interest may be made at the option of the Company by [United States
dollar] check mailed to the addresses of the Persons entitled thereto as such
addresses shall appear in the Security Register] [or by transfer to a [United
States dollar] account maintained by the payee with, a bank in The City of New
York [so long as the applicable Paying Agent has received transfer instructions
in writing].]
[If the permanent global Security is to be deposited with a Common
Depositary, insert--The Company will pay to any Holder of any Security of this
series [If the permanent global Security is interest-bearing, insert--or any
coupon appertaining thereto] who is a United States Alien (as defined below)
such additional amounts as may be necessary in order that [If the permanent
global Security is interest-bearing, insert--every net payment of the principal
of [(and premium, if any)] and interest on such Security] [If the permanent
global Security is not to bear interest prior to Maturity, insert--(i) the net
payment of principal of (and interest on overdue principal, if any, on) such
Security and (ii) the net proceeds from the sale or exchange of such Security to
the extent of the issue price plus accrued but unpaid original issue discount],
after deduction or withholding for or on account of any present or future tax,
assessment or other governmental charge imposed by the United States of America
or any political subdivision or taxing authority thereof or therein upon or as a
result of such payment [If the permanent global Security is not to bear interest
prior to Maturity, insert--or as a result of such sale or exchange], will not be
less than the amount provided for in such Security [If the permanent global
Security is interest-bearing, insert--or in such coupon] to be then due and
payable [If the permanent global Security is not to bear interest prior to
Maturity, insert--or, in the case of a sale or exchange, the amount of the net
proceeds from the sale or exchange before any such tax, assessment or other
governmental charge], provided, however, that the Company will not be required
to make any payment of additional amounts for or on account of:
(a) any tax, assessment or other governmental charge which
would not have been imposed but for (i) the existence of any present or
former connection between such Holder (or between a fiduciary, settlor,
beneficiary, member or shareholder of, or possessor of a power over,
such Holder, if such Holder is an estate, trust, partnership or
corporation) and the United States of America, including, without
limitation, such Holder (or such fiduciary, settlor, beneficiary,
member, shareholder or possessor) being or having been a citizen or
resident thereof or being or having been present or engaged in trade or
business therein or having or having had a
F-8
<PAGE>
permanent establishment therein or (ii) the presentation by the Holder of such
Security [If the permanent global Security is interest-bearing, insert--or any
coupon appertaining thereto] for payment on a date more than 10 days after the
date on which such payment became due and payable or the date on which payment
thereof is duly provided for, whichever occurs later;
(b) any estate, inheritance, gift, sales, transfer, personal property tax
or similar tax, assessment or other governmental charge;
(c) any tax, assessment or other governmental charge imposed by reason of
such Holder's past or present status as a personal holding company or foreign
personal holding company with respect to the United States of America or as a
corporation which accumulates earnings to avoid United States federal income
tax;
(d) any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payments of [If the permanent global Security
is interest-bearing, insert--principal of [(and premium, if any)] or interest
on, such Security] [If the permanent global Security is not to bear interest
prior to Maturity, insert--principal of [(and premium, if any)] or interest on
overdue principal, if any, on) such Security or from payments from the proceeds
of a sale or exchange of such Security];
(e) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment of principal of [(and premium, if
any)] or interest on, the Securities, if such payment can be made without such
withholding by any of the other Paying Agents in Western Europe;
(f) any tax, assessment or other governmental charge which would not have
been imposed but for the failure to comply with certification, information,
documentation or other reporting requirements concerning the nationality,
residence, identity or connections with the United States of America of the
Holder or beneficial owner of such Security [If the permanent global Security is
interest-bearing, insert--or any coupon appertaining thereto], if such
compliance is required by statute or by regulation of the United States Treasury
Department as a pre-condition to relief or exemption from such tax, assessment
or other governmental charge;
(g) any tax, assessment or other governmental charge imposed [If the
permanent global Security is interest-bearing, insert--on interest received by
(i) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States
Internal Revenue Code of 1986, as amended, and the regulations that may be
promulgated thereunder) of the Company or (ii) a controlled foreign corporation
within the meaning of the United States Internal Revenue Code of 1986, as
amended [If the permanent global Security is not to bear interest prior to
Maturity, insert--(i) by reason of such Holder's past or present status as a 10%
shareholder (as defined in Section 871(h)(3)(B) of the United States Internal
Revenue Code of 1986, as amended, and the regulations that may be promulgated
thereunder) of the Company or (ii) by reason of such Holder's past or present
status as a controlled foreign
F-9
<PAGE>
corporation within the meaning of the United States Internal Revenue Code
of 1986, as amended]; or
(h) any combination of items (a), (b), (c), (d), (e), (f) and (g); nor
will additional amounts be paid with respect to any payment of [If the
permanent global Security is interest-bearing, insert--principal of [(and
premium, if any)] or interest on any such Security] [If the permanent
global Security is not to bear interest prior to Maturity,
insert--principal of (or interest on overdue principal, if any, on) such
Security or of the proceeds of any sale or exchange of such Security] to
any Holder which is a United States Alien who is a fiduciary or partnership
or other than the sole beneficial owner of any such payment to the extent
that a beneficiary or settlor with respect to such fiduciary, a member of
such a partnership or the beneficial owner would not have been entitled to
the additional amounts had such beneficiary, settlor, member or beneficial
owner been the Holder of such Security [If the permanent global Security is
interest-bearing, insert--or any coupon appertaining thereto]. Except as
specifically provided in the Securities of this series (including this
permanent global Security), the Company shall not be required to make any
payment with respect to any tax, assessment or governmental charge imposed
by any government or any political subdivision thereof or taxing authority
therein. Whenever in this permanent global Security there is mentioned, in
any context, the payment of the principal of [(or premium, if any)] or
interest on, or in respect of, a Security [If the permanent global Security
is interest-bearing, insert--or any coupon appertaining thereto], such
mention shall be deemed to include mention of the payment of additional
amounts provided for herein or therein to the extent that, in such context,
additional amounts are, were or would be payable in respect thereof
pursuant to the provisions hereof or thereof and express mention of the
payment of additional amounts (if applicable) in any provisions hereof or
thereof shall not be construed as excluding additional amounts in those
provisions hereof where such express mention is not made. The term "United
States Alien" means any Person who, for United States federal income tax
purposes, is a foreign corporation, a non-resident alien individual, a
non-resident alien fiduciary of a foreign estate or trust or a foreign
partnership to the extent that one or more of the members of which is, for
United States federal income tax purposes, a foreign corporation, a
non-resident alien individual or a non-resident alien fiduciary of a
foreign estate or trust.
[If the permanent global Security is to be deposited with a Common
Depositary, insert--Notwithstanding the foregoing, if and so long as a
certification, information, documentation or other reporting requirement with
respect to any and all Securities of this series (including this permanent
global Security) referred to in the [fifth] paragraph on the reverse hereof
would be fully satisfied by payment of a withholding tax, backup withholding tax
or similar charge, the Company may elect to have the provisions of this
paragraph apply in lieu of the provisions of such paragraph, which election may
be stated in the Determination Notice (as defined in such [fifth] paragraph). In
such event, the Company will pay as additional amounts with respect to any
Security of this series (including this permanent global Security) that the
Company determines is subject to such requirement such amounts as may
F-10
<PAGE>
be necessary so that every net payment made following the effective date of such
requirement outside the United States by the Company or any of its Paying Agents
of principal [(and premium, if any)] or [any] interest due in respect of any
Bearer Security of this series [If the permanent global Security is
interest-bearing, insert--or any coupon appertaining thereto] of which the
beneficial owner is a United States Alien (but without any requirement that the
nationality, residence or identity of such beneficial owner be disclosed to the
Company, any Paying Agent or any governmental authority), after deduction or
withholding for or on account of such withholding tax, backup withholding tax or
similar charge (other than a withholding tax, backup withholding tax or similar
charge which (a) would not be applicable to a payment made to a custodian,
nominee or other agent of the beneficial owner or which can be satisfied by such
a custodian, nominee or other agent certifying to the effect that such
beneficial owner is a United States Alien; provided, however, in each case that
payment by such custodian, nominee or agent to such beneficial owner is not
otherwise subject to any requirement referred to in this paragraph, (b) is
applicable only to payment by a custodian, nominee or other agent of the
beneficial owner to such beneficial owner, (c) would not be applicable to a
payment made by any other Paying Agent of the Company in Western Europe, or (d)
is imposed as a result of the presentation of such Bearer Security [If the
permanent global Security is interest-bearing, insert--or coupon] for payment on
a date more than 10 days after the date on which such payment becomes due and
payable or the date on which payment thereof is duly provided for, whichever
occurs later), will not be less than the amount provided for in such Bearer
Security [If the permanent global Security is interest-bearing, insert--or
coupon] to be then due and payable.]
Reference is hereby made to the further provisions of this permanent
global Security set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or
on behalf of Chemical Bank, the Trustee under the Indenture, or its successors
thereunder, by the manual signature of one of its authorized officers, this
permanent global Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
F-11
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: __________________ UNIVERSAL CORPORATION
[Seal]
By: ______________________
Name:
Title:
Attest:
-----------------------------
Secretary
[Form of Reverse]
[If the permanent global Security is to be deposited with a Common
Depositary; insert--The Securities of this series of which this permanent global
Security is a part are issuable as Bearer Securities, with interest coupons
attached, in the denomination of U.S.$ [, and as Registered Securities,
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, Bearer Securities and Registered Securities of this series of which this
permanent global Security is a part are exchangeable for a like aggregate
principal amount of Registered Securities of this series and of like tenor of
any authorized denominations, as requested by the Holder surrendering the same,
upon surrender of the Security or Securities to be exchanged, with all unmatured
coupons and all matured coupons in default thereto appertaining, at any office
or agency described below where Registered Securities of this series may be
presented for registration of transfer; provided, however, that Bearer
Securities surrendered in exchange for Registered Securities between a Regular
Record Date and the, relevant Interest Payment Date shall be surrendered without
the coupon relating to such Interest Payment Date. Registered Securities,
including Registered Securities received in exchange for Bearer Securities, may
not be exchanged for Bearer Securities.]]
[If applicable, insert--The Securities of this series (including this
permanent global Security and the interests represented hereby) are subject to
redemption (1)] [If applicable, insert--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)] [If
applicable, insert--at any time [on or after , 19 ], 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 , %, and if
redeemed] during the 12-month period beginning of the years indicated:
Redemption Redemption
Year Price Year Price
---- ---------- ---- ----------
F-12
<PAGE>
and thereafter at a Redemption Price equal to of the principal amount,] [and
( )] under the circumstances described in the next [two] succeeding
paragraph[s] at a Redemption Price equal to [100% of the principal amount--or
insert applicable formula for determining the amount] [If the permanent global
Security is interest-bearing, insert--, 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; provided,
however, that installments of interest on this permanent global Security whose
Stated Maturity is on or prior to such Redemption Date will be payable [If the
permanent global Security is to be deposited with a Common Depositary, insert--
only upon presentation of this permanent global Security (at an office or agency
located outside the United States, except as herein provided otherwise) [If the
permanent global Security is to be deposited with a U.S. Depository, insert--to
the Holder of this permanent global Security, 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 (including this
permanent global Security and the interests represented hereby) are subject to
redemption (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 , 19 ], 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 Redemption Price
For Redemption For Redemption Otherwise
Through Operation Than Through Operation
Year Of The Sinking Fund Of The Sinking Fund
---- ------------------- ------------------------
and thereafter at a Redemption Price equal to % of the principal amount, and (3)
under the circumstances described in the next [two] succeeding paragraph[s] at a
Redemption Price equal to [100% of the principal amount--or insert applicable
formula for determining the amount] [If the permanent global Security is
interest-bearing, 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 on this
permanent global Security whose Stated Maturity is on or prior to such
Redemption Date will be payable [If the permanent global Security is to be
deposited with a Common Depositary, insert--only upon presentation of this
permanent global Security (at an office or agency located outside the United
States, except as herein provided otherwise)
F-13
<PAGE>
[If the permanent global Security is to be deposited with a U.S. Depository,
insert--to the Holder of this permanent global Security, 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 the Securities of this series (including this permanent global Security
and the interests represented hereby) as contemplated by Clause [(2)] above 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 the permanent global Security is to be deposited with a Common
Depositary, insert--The Securities of this series (including this permanent
global Security and the interests represented hereby) may be redeemed, as a
whole but not in part, at the option of the Company, at a Redemption Price
determined as set forth in the preceding paragraph [If the permanent global
Security is interest bearing, insert--, together with interest accrued to the
date fixed for redemption,] if, as a result of any amendment to, or change in,
the laws (or any regulations or rulings promulgated thereunder) of the United
States of-America or any political subdivision or taxing authority thereof or
therein affecting taxation, or any amendment to or change in an official
position regarding the application or interpretation of such laws, regulations
or rulings, which amendment or change is effective on or after 19 , the
Company will become obligated to pay additional amounts (as described on the
face thereof or hereof) [If the permanent global Security is interest-bearing,
insert--on the next succeeding Interest Payment Date) [If the permanent global
Security is not to bear interest prior to Maturity, insert--at Maturity or upon
the sale or exchange of any Security), provided that such obligation to pay
additional amounts cannot be avoided by the use of reasonable measures available
to the Company; provided, however, that in the opinion of the Company, which
opinion shall be rendered in good faith, such measures need not be used if they
have or will have a material adverse impact on the conduct of its business;
provided further, however, that (a) no notice of such redemption may be given
earlier than 90 days prior to the earliest date on which the Company would be
obligated to pay such additional amounts [If the permanent global Security is
interest-bearing, insert--were a payment in respect of the Securities of this
series (including this permanent global Security and the interests represented
hereby) then due] [If the permanent global Security is not to bear interest
prior to Maturity, insert--were a payment in respect of the Securities of this
series (including this permanent global Security and the interests represented
hereby) then due or a sale or exchange of a Security of this series then made],
and (b) at the time such notice is given, such obligation to pay such additional
amounts remains in effect. Immediately prior to the giving of any notice of
redemption as provided in this paragraph, the Company shall deliver to the
Trustee a certificate stating that the Company is entitled to effect such
redemption and setting forth a statement of facts showing that the conditions
precedent to the right of the Company so to redeem have occurred and an opinion
of McGuire, Woods, Battle & Boothe to such effect based on such statement of
facts.]
F-14
<PAGE>
[If the permanent global Security is to be deposited with a Common
Depositary and if applicable*, insert--In addition, if the Company determines
that any payment made outside the United States by the Company or any of its
Paying Agents of the full amount of principal [, premium, if any, ] or interest
due with respect to any Bearer Security of the series of which this permanent
global Security is a part or any related coupon would, under any present or
future laws or regulations of the United States of America affecting taxation or
otherwise, be subject to any certification, information, documentation or other
reporting requirement of any kind, the effect of which requirement is the
disclosure to the Company, any Paying Agent or any governmental authority of the
nationality, residence or identity of a beneficial owner of such Bearer Security
or coupon who is a United States Alien (as defined on the face hereof) (other
than such a requirement (a) which would not be applicable to a payment made by
the Company or any one of its Paying Agents (i) directly to the beneficial owner
or (ii) to any custodian, nominee or other agent of the beneficial owner, or (b)
which can be satisfied by the custodian, nominee or other agent certifying that
the beneficial owner is a United States Alien, provided in each case referred to
in clauses (a)(ii) and (b) that payment by such custodian, nominee or other
agent of such beneficial owner is not otherwise subject to any such requirement
or (c) would not be applicable to a payment made to any other Paying Agent in
Western Europe), the Company at its election will either (x) redeem the
Securities of this series (including this permanent global Security and the
interests represented hereby), as a whole but not in part, at a Redemption Price
determined as set forth in the next preceding paragraph, together with interest
accrued to the date fixed for redemption, or (y) if and so long as the
conditions of the [ninth] [tenth] paragraph on the face of this permanent global
Security are satisfied, pay the additional amounts specified in such paragraph.
The Company will make such determination and election and notify the Trustee
thereof as soon as practicable, and the Trustee will promptly give notice of
such determination in the manner provided below (the "Determination Notice"), in
each case stating the effective date of such certification, information,
documentation or other reporting requirement, whether the Company will redeem
the Securities (including this permanent global Security and the interests
represented hereby) or will pay the additional amounts specified in such
paragraph and (if applicable) the last date by which the redemption of the
Securities (including this permanent global Security and the interests
represented hereby) must take place. If the Company elects to redeem the
Securities (including this permanent global Security and the interests
represented hereby) such redemption shall take place on such date, not later
than one year after publication of the Determination Notice, as the Company
elects by notice to the Trustee at least 75 days before such date, unless
shorter notice is acceptable to the Trustee. Upon receipt of notice from the
Company as to the date of redemption, the Trustee will cause notice thereof to
be duly published in the manner provided below. Notwithstanding the foregoing,
the Company will not so redeem the Securities (including this permanent global
Security and the interests represented hereby) if the Company subsequently
determines, not less than 30 days prior to the date fixed for redemption, that
subsequent payments on the Securities (including this permanent global Security
and the interests represented hereby) would not be subject to any such
requirement, in which case
-------------------
* Generally this provision will only be applicable if the Securities of the
series are interest-bearing and generally only if the Securities bear
interest at a fixed rate.
F-15
<PAGE>
the Company will promptly notify the Trustee, which will promptly give notice of
that determination in the manner provided below, and any earlier redemption
notice will thereupon be revoked and of no further effect. If the Company elects
as provided in clause (y) above to pay additional amounts, and as long as the
Company is obligated to pay such additional amounts, the Company may
subsequently redeem the Securities (including this permanent global Security and
the interests represented hereby), at any time, as a whole but not in part, at a
Redemption Price determined as set forth in the next preceding paragraph,
together with interest accrued to the date fixed for redemption, including any
additional amounts required to be paid but without reduction for applicable
United States of America withholding taxes.]
[If the permanent global Security is to be deposited with a Common
Depositary and if applicable*, insert--In addition, if the Company determines
that any payment made outside the United States by the Company or any of its
Paying Agents of the full amount due with respect to any Bearer Security of the
series of which this permanent global Security is a part would, under any
present or future laws or regulations of the United States of America affecting
taxation or otherwise, be subject to any certification, information,
documentation, or other reporting requirement of any kind, the effect of which
requirement is the disclosure to the Company, any Paying Agent or any
governmental -authority of the nationality, residence or identity of a
beneficial owner of such Bearer Security who is a United States Alien (as
defined on the face hereof) (other than such a requirement (a) which would not
be applicable to a payment made by the Company or any one of its Paying Agents
(i) directly to the beneficial owner or (ii) to any custodian, nominee or other
agent of the beneficial owner, or (b) which can be satisfied by the custodian,
nominee or other agent certifying that such beneficial owner is a United States
Alien, provided in each case referred to in clauses (a)(ii) and (b) that payment
by such custodian, nominee or other agent of such beneficial owner is not
otherwise subject to any such requirement or (c) would not be applicable to a
payment made to any other Paying Agent in Western Europe), the Company at its
election will either (x) permit any Holder of a Security to present such
Security for redemption within 90 days of notice of such redemption, at a
Redemption Price determined as set forth in the next preceding paragraph,
provided that if any such Holder fails to present its Security for redemption,
such Holder will not be entitled to any additional amounts, or (y) if and so
long as the conditions of the [ninth] [tenth] paragraph on the face of this
permanent global Security are satisfied, pay the additional amounts specified in
such paragraph. The Company will make such determination and election and notify
the Trustee thereof as soon as practicable, and the Trustee will promptly give
notice of such determination in the manner provided below (the "Determination
Notice"), in each case stating the effective date of such certification,
information, documentation or other reporting requirement, whether the Company
has elected to permit redemption of the Securities (including this permanent
global Security and the interests represented hereby) or to pay the additional
amounts specified in such paragraph and (if applicable) the last day by which
the Company may publish any notice of redemption. If the Company elects to
permit redemption of the Securities (including this
-------------------
* Generally this provision will only be applicable if the Securities of the
series are not to bear interest prior to Maturity.
F-16
<PAGE>
permanent global Security and the interests represented hereby), notice of the
redemption will be given not more than 268 days following the Determination
Notice and will specify the date fixed for redemption. The Securities (including
this permanent global Security and the interests represented hereby) will be
redeemed on the day 97 days after notice of the redemption has been given.
Notwithstanding the foregoing, the Company will not permit redemption of the
Securities (including this permanent global Security and the interests
represented hereby) if the Company subsequently determines, not less than 30
days prior to the date fixed for redemption, that subsequent payments would not
be subject to any such requirement, in which case the Company will promptly
notify the Trustee, which will promptly give notice of that determination in the
manner described below, and any earlier redemption notice will thereupon be
revoked and of no further effect.]
[If the permanent global Security is to be deposited with a Common
Depositary, insert--With respect to any redemption made pursuant to the terms of
this Security, no payment in respect of the portion of the Redemption Price
which represents accrued interest thereon or amounts received in respect of
original issue discount shall be made at any office or agency of the Company in
the United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States.]
[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]
U.S.$ [("mandatory sinking fund") and not more than U.S.$ ] aggregate
principal amount of Securities of this series (including this permanent global
Security and the interests represented hereby). [Securities of this series
(including this permanent global Security and the interests represented hereby)
acquired or redeemed by the Company 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.]]
[[Except as otherwise provided herein,] the Securities of this series
(including this permanent global Security and the interests represented hereby)
are not subject to any sinking fund and are not subject to redemption at the
option of the Company prior to maturity.]
The provisions of Article Fourteen of the Indenture [do not] apply to
Securities of this series.
[If the permanent global Security is to be deposited with a Common
Depositary, insert--Notice of redemption will be given by publication in an
Authorized Newspaper in The City of New York and, if the Securities of this
series are then listed on [The International Stock Exchange of the United
Kingdom and the Republic of Ireland Limited] [the Luxembourg Stock Exchange]
[or] any [other] stock exchange located outside the United States and such stock
exchange shall so require, in [London] [Luxembourg] [or] in any [other] required
city outside the United States or, if not practicable, elsewhere in Europe, [and
by mail to Holders of Registered Securities], not less than 30 nor more than 60
days prior to the date fixed for redemption, all as provided in the Indenture.]
F-17
<PAGE>
[If the permanent global Security is to be deposited with a U.S.
Depository, insert--Notice of redemption will be given by mail to Holders of
Securities, not less than 30 nor more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture.]
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
(including this permanent global Security and the interests represented hereby)
may be declared due and payable in the manner and with the effect provided in
the Indenture. [If the permanent global Security is not to bear interest prior
to Maturity, insert--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 [any] interest on the Securities of this series
(including this permanent global Security and the interests represented hereby)
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 [If the permanent global Security is interest-bearing, insert--and any
related coupons] under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of a majority in aggregate principal amount of
the Securities at the time Outstanding of each series and affected thereby. 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
[If the permanent global Security is to be deposited with a Common Depositary
and the Securities of the Series is interest bearing, insert--and any related
coupons] 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 permanent global Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
permanent global Security and the Persons who are beneficial owners of interests
represented hereby, and of any Security issued in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this
permanent global Security.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series [If the permanent global Security is
deposited with a Common Depositary and the permanent global Security is
interest-bearing, insert--or any related coupon] will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to this series, the
Holders of not less than 25% in principal amount of the Outstanding Securities
of this series shall have made written request, and offered reasonable
indemnity, to the Trustee to institute such proceeding as trustee, and the
Trustee shall not have received from the Holders of a majority in principal
amount of the Outstanding Securities of this series a direction
F-18
<PAGE>
inconsistent with such request and shall have failed to institute such
proceeding within 60 days; provided, however, that such limitations do not apply
to a suit instituted by the Holder hereof for the enforcement of payment of the
principal of [(and premium, if any)] or [any] interest on this permanent global
Security on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this permanent
global 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 [any] interest [If the permanent global Security is to be
deposited with a Common Depositary, insert--[including additional amounts, as
described on the face hereof)] on this permanent global Security at the times,
places and rate, and in the coin or currency, herein prescribed.
[If the permanent global Security is to be deposited with a Common
Depositary, insert--Title to [Bearer] Securities of the series of which this
permanent global Security is a part and coupons shall pass by delivery. (As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of Registered Securities of the series of which this permanent
global Security is a part may be registered in the Security Register of the
Company, upon surrender of a Registered Security for registration of transfer at
the [Corporate Trust Office of the Trustee or such other office or agency of the
Company as may be designated by it in the Borough of Manhattan, 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 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 thereof or his
attorney duly authorized in writing, and thereupon one or more new Registered
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.]]
[If the permanent global Security is to be deposited with a U.S.
Depository, insert--As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of Registered Securities of the
series of which this permanent global Security is a part may be registered on
the Security Register of the Company, upon surrender of such Securities for
registration of transfer at the office or agency of the Company in [any place
where the principal of [(and premium, if any)] and [any] interest of such
Securities are payable] [the Borough of Manhattan, 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 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 thereof 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.]
F-19
<PAGE>
No service charge shall be made for any [such registration of transfer
or] exchange [of Securities as provided above], but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
[If the permanent global Security is to be deposited with a Common
Depositary, insert--The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of a Bearer Security of any series and any coupon
appertaining thereto [, and prior to due presentment of a Registered 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 such Security is
registered,] as the owner thereof for all purposes, whether or not such Security
or such coupon be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.]
[If the permanent global Security is to be deposited with a U.S.
Depository, insert--Prior to due presentment of a Registered Security (including
this permanent global 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 such Security is registered as the owner thereof for all purposes,
whether or not such Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.]
[If the permanent global Security is to be deposited with a U.S.
Depository, insert--The Securities of this series of which this permanent global
Security is a part 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, the 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.)]
Each Security of this series (including this permanent global Security)
shall be dated the date of [If the permanent global Security is to be deposited
with a U.S. Depository or in the case of Registered Securities of a series to be
offered pursuant to a Periodic Offering, insert - its authentication] [In the
case of Bearer Securities of a series other than a series to be offered pursuant
to a Periodic Offering, insert--the original issuance of the first Security of
such series to be issued] [In the case of Bearer Securities of a series to be
offered pursuant to a Periodic Offering, insert--the related Predecessor
Security; if there is no such Predecessor Security, insert -- its
authentication].
[If the permanent global Security is to be deposited with a Common
Depositary, insert--The Indenture, the Securities (including this permanent
global Security) and any coupons appertaining thereto shall be governed by and
construed in accordance with the laws of the State of New York.]
All terms used in this permanent global Security which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.
F-20
<PAGE>
SCHEDULE A
SCHEDULE OF EXCHANGES
F-21
<PAGE>
EXHIBIT G
[Forms of Certification]
EXHIBIT G.1
[FORM OF CERTIFICATE TO BE GIVEN BY
PERSON ENTITLED TO RECEIVE (1) BEARER SECURITY,
(2) SECURITY INITIALLY REPRESENTED BY A TEMPORARY GLOBAL SECURITY OR
(3) INTEREST ON A TEMPORARY GLOBAL SECURITY]
CERTIFICATE
UNIVERSAL CORPORATION
[Insert title or sufficient description
of Securities]
This is to certify that as of the date hereof and except as provided in
the fourth paragraph hereof, the above-captioned Securities held by you for our
account (i) are owned by a person that is not a citizen or a resident of the
United States, a domestic partnership, a domestic corporation or any estate or
trust the income of which is subject to United States Federal income taxation
regardless of its source (a "United States person"), (ii) are owned by a United
States person that is (A) the foreign branch of a United States financial
institution (as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v)) (a "financial institution") purchasing for its own account or
for resale, or (B) a United States person who acquired the Securities through
the foreign branch of a United States financial institution and who holds the
Securities through such financial institution on the date hereof (and in the
case of either clause (A) or (B), the financial institution hereby agrees for
the benefit of the Company to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by a financial
institution for purposes of resale during the restricted period (as defined in
United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)). In addition,
financial institutions described in clause (iii) of the preceding sentence
(whether or not also described in clause (i) or (ii)) certify that they have not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its possessions.
As used in this certificate, "United States" means the United States of
America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.
We undertake to advise you by telex if the above statement as to
beneficial ownership is not correct on [Insert the Exchange Date] as to all of
the above-captioned Securities then appearing in your books as being held for
our account.
This certificate excepts and does not relate to U.S. $__________
principal amount of the above-captioned Securities appearing on your books as
being held for our account
<PAGE>
as to which we are not yet able to certify and as to which we understand that
exchange and delivery of definitive Securities cannot be made until we are able
so to certify.
We understand that this certificate is required in connection with
certain tax regulations in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy hereof to any interested party in such proceedings.
Dated:_______________, 19__*
*to be dated on or after
_____________ 19__
[the 15th day before the
certification date].
[Name of Account Holder]
------------------------
(Authorized Signatory)
Name:
Title:
G-2
<PAGE>
EXHIBIT G.2
[FORM OF CERTIFICATE TO BE GIVEN BY THE EURO-CLEAR OPERATOR
AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF A PORTION
OF A TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST]
CERTIFICATE
-----------------------------
(Insert title or sufficient description
of Securities to be delivered)
This is to certify that, based on certificates we have received from
our member organizations substantially in the form set out in Exhibit G-1 of the
Indenture relating to the above-captioned Securities, as of the date hereof,
U.S. $____________ principal amount of the above-captioned Securities acquired
from you (i) are owned by a person that is not a citizen or resident of the
United States, a domestic partnership, a domestic corporation or any estate or
trust the income of which is subject to United Stated federal income taxation
regardless of its source (a "United States person"), (ii) are owned by a United
States person that is (a) the foreign branch of a United States financial
institution (as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v)) (a "financial institution") purchasing for its own account or
for resale, or (b) a United States person who acquired the Securities through
the foreign branch of a United States financial institution and who holds the
Securities through such financial institution on the date hereof (and in the
case of either clause (a) or (b), the financial institution has agreed for your
benefit to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the United States Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by a financial institution for purposes of
resale during the restricted period (as defined in United States Treasury
Regulations Section 1.163-5 (c)(2)(i)(D)(7)). Financial institutions described
in clause (iii) of the preceding sentence (whether or not also described in
clause (i) or (ii)) have certified that they have not acquired the Securities
for purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.
As used in this certificate, "United States" means the United States of
America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.
We further certify that, as of the date hereof, we have not received
any notification from any of our member organizations to the effect that the
statements made by such member organizations with respect to any portion of the
part submitted herewith for exchange are no longer true and cannot be relied
upon as of the date hereof.
We understand that this certificate is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant,
G-3
<PAGE>
we irrevocably authorize you to produce this certificate to any interested
party in such proceedings.
Dated:_______________, 19__*
*To be dated no
earlier than the
Exchange Date.
[MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, BRUSSELS
OFFICE, AS THE OPERATOR OF THE
EUROCLEAR CLEARANCE SYSTEM]
[CENTRALE DE LIVRAISON DE VALEURS
MOBILIERES S.A.]
By ___________________________
G-4
