Exhibit 4.5
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM,
THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 , AS
AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY AND THE COMMON STOCK ISSUABLE
UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. IN ANY
CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING
TRANSACTIONS WITH REGARD TO THIS SECURITY EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT.
C&D TECHNOLOGIES, INC.
5.25% Convertible Senior Notes due 2025
No. CUSIP: 124661 AA 7
C&D Technologies, Inc., a Delaware corporation (the "Company," which term
shall include any successor Person under the Indenture referred to on the
reverse hereof), promises to pay to, or registered assigns, the principal amount
of Seventy-Five Million Dollars ($75,000,000.00) on November 1, 2025, and to pay
interest thereon, in arrears, from and including the most recent Interest
Payment Date to which interest has been paid or duly provided for (or if no
interest has been paid, from, and including November 21, 2005), to, but
excluding, May 1 and November 1 of each year (each, an "Interest Payment Date"),
beginning on May 1, 2006, at a rate of 5.25% per annum until the principal
hereof is paid or made available for payment at November 1, 2025, or upon
acceleration, or until such date on which this security is converted, redeemed
or purchased as provided herein. The interest so payable and punctually paid or
duly provided for on any Interest Payment Date shall, as provided in the
Indenture (as hereinafter defined), be paid to the Person in whose name this
Security is registered at the close of business on the regular record date for
such interest, which shall be the April 15 or October 15 (whether or not a
Business Day), as the case may be, immediately preceding the relevant Interest
Payment Date (each, an "Interest Payment Record Date"); provided, however, that
interest shall be paid to a Person other than the Person in whose name this
Security is registered at the close of business on the Interest Payment Record
Date as provided herein.
Reference is hereby made to the further provisions of this Security set
forth on the reverse side of this Security, which further provisions shall for
all purposes have the same effect as if set forth at this place.
[Signature page follows]
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated:
C&D TECHNOLOGIES, INC.
By:
-----------------------------------------
Name:
Title:
Trustee's Certificate of Authentication: This is one of the Securities referred
to in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By: /s/
-----------------------------------------
Authorized Signatory
C&D TECHNOLOGIES, INC.
5.25% CONVERTIBLE SENIOR NOTES DUE 2025
This Security is one of a duly authorized issue of 5.25% Convertible
Senior Notes due 2025 (the "Securities") of the Company issued under an
Indenture, dated as of November 21, 2005 (the "Indenture"), between the Company
and The Bank of New York, as trustee (the "Trustee"). The terms of the Security
include those stated in the Indenture, those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (the "TIA"), and those
set forth in this Security. This Security is subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of all such
terms. To the extent permitted by applicable law, if any provision of this
Security conflicts with the express provisions of the Indenture, the provisions
of the Indenture shall govern and be controlling. Capitalized terms used but not
defined herein have the meanings assigned to them in the Indenture unless
otherwise indicated.
1. Interest.
Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months as set forth on the face of the Security.
If this Security is redeemed pursuant to paragraph 5 of this Security, or
the Holder elects to require the Company to purchase this Security pursuant to
paragraph 6 or 7 of this Security, on a date that is after an Interest Payment
Record Date but on or before the corresponding Interest Payment Date, interest
and Additional Interest, if any, accrued and unpaid hereon to, but not
including, the applicable Redemption Date or Fundamental Change Purchase Date
shall be paid to the same Holder to whom the Company pays the principal of this
Security. Interest and Additional Interest, if any, accrued and unpaid hereon at
the Final Maturity Date also shall be paid to the same Holder to whom the
Company pays the principal of this Security.
Interest and Additional Interest, if any, on Securities converted after
the close of business on an Interest Payment Record Date but prior to the
corresponding Interest Payment Date shall be paid, on such Interest Payment
Date, to the Holder of the Securities as of the close of business on the
Interest Payment Record Date but, upon conversion, the converting Holder must
pay the Company an amount equal to the interest that shall be payable on such
Interest Payment Date. No such payment need be made with respect to Securities
converted after an Interest Payment Record Date and prior to the corresponding
Interest Payment Date (1) if the Company has specified a Redemption Date that is
after the close of business on an Interest Payment Record Date but prior to the
corresponding Interest Payment Date, (2) any overdue interest exists at the time
of conversion with respect to the Securities being converted, but only to the
extent of the amount of such overdue interest, or (3) if the Holder converts
after the close of business on the last Interest Payment Record date prior to
the Final Maturity Date.
Except as otherwise stated herein, any reference herein to interest
accrued or payable as of any date shall include Additional Interest, if any,
accrued or payable on such date as provided in the Indenture or the Registration
Rights Agreement.
2. Method of Payment.
Payment of the principal of, and interest on, the Securities shall be made
at the office of the Paying Agent 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 Holder must surrender this Security to a Paying Agent
to collect payment of principal. Payment of interest on Certificated Securities
shall be made by check mailed to the address of the Person entitled thereto as
such address appears in the Register; provided, however, that Holders with
Securities in an aggregate principal amount in excess of $2.0 million shall be
paid, at their written election, by wire transfer of immediately available
funds. Notwithstanding the foregoing, so long as the Securities are registered
in the name of a Depositary or its nominee, all payments with respect to the
Securities shall be made by wire transfer of immediately available funds to the
account of the Depositary or its nominee.
3. Paying Agent, Registrar, Conversion Agent.
Initially, the Trustee will act as Paying Agent, Registrar and Conversion
Agent. The Company or any Affiliate of the Company may act as Paying Agent,
Registrar or Conversion Agent, subject to the terms of the Indenture.
4. Indenture.
The Securities are general unsubordinated unsecured obligations of the
Company limited to $75,000,000 aggregate principal amount. The Indenture does
not limit other debt of the Company, secured or unsecured.
5. Redemption at the Option of the Company.
At any time on and after November 1, 2010 and before November 1, 2012, the
Securities may be redeemed at the option of the Company in whole or in part as
described below, if in the previous 30 consecutive Trading Days ending on the
Trading Day before the date of the mailing of the Notice of Redemption the
Closing Sale Price of the Common Stock exceeds 130% of the Conversion Price for
at least 20 Trading Days. Upon any redemption pursuant to Section 3.1 of the
Indenture, the Company shall provide the notice required by Section 3.3 of the
Indenture (which notice may be revoked at any time prior to the time at which
the Company or the Trustee, as the case may be, has given such notice to
Securityholders) and shall pay a Redemption Price in Cash equal to 100% of the
principal amount of the Securities being redeemed, plus any accrued and unpaid
interest (including Additional Interest, if any) to, but excluding, the date
fixed for redemption, payable in Cash.
At any time on and after November 1, 2012, the Securities may be redeemed
at any time or from time to time at the option of the Company in whole or in
part at the Redemption Price.
A notice of redemption pursuant to this Section of this Security shall be
mailed at least 20 days but not more than 60 days before a Redemption Date to
each Holder of Securities to be redeemed at the Holder's address as such address
appears in the Register. If Cash sufficient to pay the Redemption Price of all
Securities for which notice of redemption is given is deposited with the Paying
Agent by 10:00 a.m., New York City time, on the Redemption Date, then, on and
after such Redemption Date, such Securities shall cease to be outstanding and
interest on such Securities shall cease to accrue, whether or not such
Securities are delivered by their Holders to the Paying Agent, and the Holders
thereof shall have no rights as such other than the right to receive the
Redemption Price upon delivery of such Securities to the Paying Agent.
Securities in denominations larger than $1,000 principal amount may be redeemed
in part but only in multiples of $1,000 principal amount.
6. Purchase by the Company Upon a Fundamental Change.
Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase for Cash, at the option of any Holder, all or any
portion of the Securities held by such Holder upon a Fundamental Change in
multiples of $1,000 at the Fundamental Change Purchase Price. To exercise such
right, a Holder shall deliver to the Paying Agent a Fundamental Change Purchase
Notice containing the information set forth in the Indenture, at any time prior
to 5:00 p.m., New York City time, on the Business Day immediately preceding the
Fundamental Change Purchase Date, and shall deliver the Securities to the Paying
Agent as set forth in the Indenture.
Holders have the right to withdraw any Fundamental Change Purchase Notice
by delivering to the Paying Agent a written notice of withdrawal in accordance
with the provisions of the Indenture.
If Cash sufficient to pay the Fundamental Change Purchase Price of all
Securities or portions thereof to be purchased with respect to a Fundamental
Change Purchase Date is deposited with the Paying Agent by 10:00 a.m., New York
City time, on the Fundamental Change Purchase Date then, on and after such
Fundamental Change Purchase Date such Securities shall cease to be outstanding
and interest on such Securities shall cease to accrue, whether or not such
Securities are delivered by their Holders to the Paying Agent, and the Holders
thereof shall have no rights as such other than the right to receive the
Fundamental Change Purchase Price upon delivery of such Securities to the Paying
Agent.
7. Purchase by the Company at the Option of the Holder on Specified Dates
Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase for Cash, at the option of any Holder, all or any
portion of the Securities held by such Holder upon each Purchase Date in
multiples of $1,000 at the Put Option Purchase Price. To exercise such right, a
Holder shall deliver to the Paying Agent a Put Option Notice containing the
information set forth in the Indenture, at any time prior to 5:00 p.m., New York
City time, on the Business Day immediately preceding the Put Option Purchase
Date, and shall deliver the Securities to the Paying Agent as set forth in the
Indenture.
Holders have the right to withdraw any Put Option Notice by delivering to
the Paying Agent a written notice of withdrawal in accordance with the
provisions of the Indenture.
If Cash sufficient to pay the Put Option Price of all Securities or
portions thereof to be purchased with respect to a Put Option Purchase Date is
deposited with the Paying Agent by 10:00 a.m., New York City time, on the Put
Option Purchase Date then, on and after such Put Option Purchase Date such
Securities shall cease to be outstanding and interest on such Securities shall
cease to accrue, whether or not such Securities are delivered by their Holders
to the Paying Agent, and the Holders thereof shall have no rights as such other
than the right to receive the Put Option Purchase Price upon delivery of such
Securities to the Paying Agent.
8. Conversion.
Subject to the terms of the Indenture, Holders may surrender Securities
for conversion into shares of Common Stock on or prior to the Final Maturity
Date at the Conversion Price then in effect if any of the following conditions
is satisfied:
o During any fiscal quarter, if the Closing Sale Price of the Common
Stock for at least twenty (20) Trading Days in the period of 30
consecutive Trading Days ending on the last Trading Day of the
preceding fiscal quarter exceeds 130% of the Conversion Price per
share of Common Stock on such last Trading Day;
o If the Company has called the Securities for redemption;
o During the five Trading Days after any five consecutive Trading Day
period in which the average of the Trading Prices for the Securities
for such five consecutive Trading Day period is less than 98% of the
average of the Conversion Values for the Securities during that
period;
o If the Company proposes to make certain significant distributions to
the Holders of the Company's Common Stock; or
o In connection with a Fundamental Change.
Upon satisfaction of the any of the preceding conditions and subject to
the terms and conditions of the Indenture, a Holder of a Security may convert
the principal amount of such Security (or any portion thereof equal to $1,000
principal amount or any integral multiple of $1,000 principal amount in excess
thereof) into shares of Common Stock, or Cash or a combination of Cash and
shares of Common Stock if the Company shall so elect pursuant to Section 7.13 of
the Indenture, at any time prior to 5:00 p.m., New York City time, on the
Business Day immediately preceding the Final Maturity Date, at the Conversion
Rate then in effect; provided, however, that, if such Security is called for
redemption pursuant to paragraph 5, such conversion right shall terminate at the
close of business on the Business Day immediately preceding the Redemption Date,
unless there shall be a default in the payment of the Redemption Price, in which
case the conversion right with respect to such Security shall terminate at 5:00
p.m., New York City time, on the date such default is cured and such Security is
redeemed in accordance herewith; provided further, that, if a Put Notice with
respect to a Security is delivered in accordance with the Indenture, such
Security shall not be convertible unless such Put Notice is duly withdrawn in
accordance with the Indenture or unless there shall be a default in the payment
of the Put Price, in which case the conversion right with respect to such
Security shall terminate at 5:00 p.m., New York City time, on the date such
default is cured and such Security is purchased in accordance with the
Indenture.
The initial Conversion Rate is 118.0638 shares of Common Stock per $1,000
principal amount of Securities, which represents an initial Conversion Price of
approximately $8.47 per share of Common Stock. The Conversion Rate is subject to
adjustment under certain circumstances as provided in the Indenture. No
fractional shares will be issued upon conversion. In lieu thereof, the Company
shall deliver Cash in an amount equal to the value of such fraction computed on
the basis of the Applicable Stock Price on the Trading Day immediately before
the Conversion Date.
In lieu of issuing shares of Common Stock upon conversion of any
Securities, the Company in its discretion has the right to settle to its
Conversion Obligation in Cash or a combination of Cash and shares of Common
Stock as provided in Section 7.13 of the Indenture.
To convert a Security, a Holder must (i) if the Security is represented by
a Global Security, comply with the Applicable Procedures, or (ii) if the
Security is represented by a Certificated Security, (a) deliver to the
Conversion Agent a duly signed and completed Conversion Notice set forth below,
(b) deliver the Security to the Conversion Agent, (c) deliver to the Conversion
Agent appropriate endorsements and transfer documents if required by the
Conversion Agent and (d) pay any tax or duty, if required pursuant to the
Indenture. A Holder may convert a portion of a Security equal to $1,000 or any
integral multiple thereof.
The Company will furnish to any Holder, upon request and without charge,
copies of the certificate of incorporation and by-laws of the Company then in
effect. Any such request may be addressed to the Company or to the Registrar.
9. Make-Whole Premium.
If a Fundamental Change occurs prior to November 1, 2012, the Company
shall pay the Make-Whole Premium to Holders of the Securities who convert their
Securities on a Conversion Date that falls within a period that (i) begins at
the opening of business on the date (the "Effective Notice Date") the
Fundamental Change Company Notice with respect to such Fundamental Change is
mailed in accordance with Section 5.1(b) of the Indenture and (ii) ends at the
close of business on the second Trading Day immediately preceding the
Fundamental Change Purchase Date corresponding to such Fundamental Change. The
Make-Whole Premium with respect to a Fundamental Change shall be paid solely in
shares of the Common Stock (other than Cash paid in lieu of fractional shares);
provided, however, that if, in connection with such Fundamental Change, all or
substantially all of the shares of Common Stock have been converted into or
exchanged for Cash, other securities or other property, then such Make-Whole
Premium shall be paid in the same form of consideration into which all or
substantially all of the shares of Common Stock have been converted or exchanged
in connection with such Fundamental Change (other than Cash paid in lieu of
fractional interests in any security or pursuant to dissenters' rights), in
accordance with the Indenture. The value of the Make-Whole Premium shall be
equal to an applicable percentage of the principal amount of the Securities
specified in the Indenture. The Make-Whole Premium will be in addition to, and
not in substitution for, any Cash, securities or other assets otherwise due to
Holders of Securities upon conversion as described in the Indenture.
10. Denominations; Transfer; Exchange.
The Securities are in registered form, without coupons, in denominations
of $1,000 and integral multiples of $1,000. A Holder may register the transfer
of or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay certain taxes, assessments or other governmental
charges that may be imposed in relation thereto by law or permitted by the
Indenture.
11. Persons Deemed Owners.
The registered Holder of a Security may be treated as the owner of such
Security for all purposes.
12. Unclaimed Money or Securities.
The Trustee and the Paying Agent shall return to the Company upon written
request any Cash or securities held by them for the payment of any amount with
respect to the Securities that remains unclaimed for two years, subject to
applicable unclaimed property law. After return to the Company, Holders entitled
to the Cash or securities must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person.
13. Amendment, Supplement and Waiver.
Subject to certain exceptions, the Securities or the Indenture may be
amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the Securities then outstanding, and, subject
to certain exceptions, an existing Default or Event of Default with respect to
the Securities and its consequences or compliance with any provision of the
Securities or the Indenture may be waived with the consent of the Holders of at
least a majority in aggregate principal amount of the Securities then
outstanding. Subject to the terms of the Indenture, without the consent of or
notice to any Holder, the Company and the Trustee may amend or supplement the
Indenture or the Securities to, among
other things, cure any ambiguity, defect or inconsistency or make any change
that does not adversely affect in any material respect the legal rights under
the Indenture of any Holder.
14. Defaults and Remedies.
If any Event of Default other than as a result of certain events of
bankruptcy, insolvency or reorganization of the Company occurs and is
continuing, the principal of all the Securities then outstanding plus accrued
and unpaid interest may be declared due and payable in the manner and with the
effect provided in the Indenture. If an Event of Default occurs as a result of
certain events of bankruptcy, insolvency or reorganization of the Company, the
principal amount of the Securities plus accrued and unpaid interest shall become
due and payable immediately without any declaration or other act on the part of
the Trustee or any Holder, all to the extent provided in the Indenture.
15. Trustee Dealings with the Company.
Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not the Trustee.
16. No Recourse Against Others.
No recourse under or upon any obligation, covenant or agreement of the
Company contained in the Indenture, or in this Security, or because of any
indebtedness evidenced thereby or hereby, shall be had against any incorporator,
as such, or against any past, present or future employee, stockholder, officer
or director, as such, of the Company or of any successor, either directly or
through the Company or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities by the Holders and as part of
the consideration for the issuance of the Securities.
17. Authentication.
This Security shall not be valid until the Trustee or an authenticating
agent manually signs the certificate of authentication on the other side of this
Security.
18. Abbreviations.
Customary abbreviations may be used in the name of the Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and UGMA (= Uniform Gifts to Minors Act).
19. Indenture to Control; Governing Law.
To the extent permitted by applicable law, if any provision of this
Security conflicts with the express provisions of the Indenture, the provisions
of the Indenture shall govern and be controlling. This Security shall be
governed by, and construed in accordance with, the laws of the State of New
York.
20. Copies of Indenture.
The Company will furnish to any Holder, upon written request and without
charge, a copy of the Indenture. Requests may be made to: C&D Technologies,
Inc., 1400 Union Meeting Road, Blue Bell, Pennsylvania 19422-0858, Fax no.:
(215) 619-7841, Attention: Chief Financial Officer.
21. Registration Rights.
The Holders of the Securities are entitled to the benefits of a
Registration Rights Agreement, dated as of November 21, 2005, between the
Company and the Initial Purchasers, including, in certain circumstances, the
receipt of Additional Interest upon a registration default (as defined in such
agreement).
SCHEDULE OF EXCHANGES OF SECURITIES
The following exchanges, redemptions, purchases or conversions of a part
of this Global Security have been made:
PRINCIPAL AMOUNT OF
DECREASE IN PRINCIPAL INCREASE IN THIS GLOBAL SECURITY
DATE OF DECREASE OR AUTHORIZED SIGNATORY AMOUNT OF THIS GLOBAL PRINCIPAL AMOUNT OF FOLLOWING SUCH
INCREASE OF SECURITIES SECURITY THIS GLOBAL SECURITY DECREASE OR INCREASE