EXHIBIT 4.4
This Trust Preferred Security is a Global Certificate within the
meaning of the Declaration hereinafter referred to and is registered in
the name of The Depository Trust Company (the "Depositary") or a nominee
of the Depositary. This Trust Preferred Security is exchangeable for
Trust Preferred Securities registered in the name of a person other than
the Depositary or its nominee only in the limited circumstances
described in the Declaration and no transfer of this Trust Preferred
Security (other than a transfer of this Trust Preferred Security 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 Deposi-
tary) may be registered except in limited circumstances.
Unless this Trust Preferred Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New
York, New York), a New York corporation, to the Trust or its agent for
registration of transfer, exchange or payment, and any Trust Preferred
Security issued is registered in the name of Cede & Co. or such other
name as requested by an authorized representative of the Depositary and
any payment hereon is made to Cede & Co. or such other entity as is re-
quested by an authorized representative of the Depositary, 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.
TP-1 Aggregate Liquidation
Amount: $200,000,000
CUSIP NO. 902655208
Certificate Evidencing Trust Preferred Securities
of
UDS CAPITAL I
8.32% Trust Preferred Securities
(liquidation amount $25 per Trust Preferred Security)
UDS CAPITAL I, a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that Cede
& Co. (the "Holder") is the registered owner of 8,000,000 preferred
securities of the Trust representing undivided beneficial ownership
interests in the assets of the Trust designated the 8.32% Trust
Preferred Securities (liquidation amount $25 per Trust Preferred Secu-
rity) (the "Trust Preferred Securities"). The Trust Preferred Securi-
ties are freely transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this certifi-
cate duly endorsed and in proper form for transfer. The designation,
rights, powers, privileges, restrictions, preferences and other terms
and provisions of the Trust Preferred Securities represented hereby are
set forth in, issued under and shall in all respects be subject to the
provisions of the Amended and Restated Declaration of Trust dated as of
June 25, 1997, as the same may be amended from time to time (the "Decla-
ration"). Capitalized terms used herein but not defined shall have the
meaning given them in the Declaration. The Holder is entitled to the
benefits of the Trust Preferred Securities Guarantee to the extent pro-
vided therein. Each Holder of a Trust Preferred Security, by acceptance
of this Certificate and each Certificate owner, by acquisition of a
beneficial interest in a Certificate, agrees to treat the Debentures,
and any other Affiliate Investment Instruments that are treated as debt
instruments by the relevant Investment Affiliate and by the Partnership,
as indebtedness for United States federal income tax purposes. The
Sponsor will provide a copy of the Declaration, the Trust Preferred
Securities Guarantee and the Limited Partnership Agreement to a Holder
without charge upon written request to the Trust at its principal place
of business.
Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.
IN WITNESS WHEREOF, the Trust has executed this certificate
this 25th day of June, 1997.
UDS CAPITAL I
/s/ STEVE BLANK
Steve Blank,
as Regular Trustee
CERTIFICATE OF AUTHENTICATION
This is the Trust Preferred Security described in the within-mentioned
Declaration.
THE BANK OF NEW YORK,
as Trustee
By: /s/ WALTER GITLIN,
Vice President
Authorized Signatory
Dated: June 25, 1997
(See reverse for additional terms)
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[REVERSE OF SECURITY]
Holders of Trust Preferred Securities shall be entitled to receive
cumulative cash distributions at a rate per annum of 8.32% of the stated
liquidation amount of $25 per Trust Preferred Security. Distributions
on the Trust Preferred Securities shall, from the date of original
issue, accumulate and be cumulative and shall be payable quarterly only
to the extent that the Trust has funds available for the payment of such
distributions in the Property Account. Distributions not paid on the
scheduled payment date will accumulate and compound quarterly (to the
extent permitted by applicable law) at the rate of 8.32% per annum. The
term "Distributions" as used herein shall mean ordinary cumulative
distributions in respect of each Fiscal Period together with any such
Compounded Distributions. Amounts available to the Trust for distribu-
tion to the holders of the Trust Preferred Securities will be limited to
payments received by the Trust from the Partnership on the Partnership
Preferred Securities or from the Company on the Partnership Guarantee.
Distributions on the Partnership Preferred Securities will be paid only
if, as and when declared in the sole discretion of the Company, as the
General Partner of the Partnership. If and to the extent that the Part-
nership makes a distribution on the Partnership Preferred Securities
held by the Property Trustee or the Company makes a payment under the
Partnership Guarantee (the amount of any such partnership distribution,
including any compounded partnership distributions or guarantee payment
being a "Payment Amount"), the Trust shall and the Property Trustee is
directed, to the extent funds are available for that purpose, to make a
Pro Rata Distribution of the Payment Amount to Holders.
The amount of Distributions payable for any period will be computed
for any full quarterly Distribution period on the basis of a 360-day
year of twelve 30-day months, and for any period shorter than a full
quarterly Distribution period on the basis of the actual number of days
elapsed in a 90-day quarter.
Except as otherwise described herein, distributions on the Trust
Preferred Securities will be cumulative, will accumulate from the date
of initial issuance and will be payable quarterly in arrears, on March
31, June 30, September 30 and December 31 of each year, commencing on
June 30, 1997, if, as and when available for payment by the Property
Trustee. If the Trust Preferred Securities (or, if the Trust is
liquidated, the Partnership Preferred Securities) are in book-entry-only
form, Distributions will be payable to the Holders of record of Trust
Preferred Securities as they appear on the books and records of the
Trust on the relevant record dates, which will be one Business Day prior
to the relevant payment dates. If the Trust Preferred Securities (or,
if the Trust is liquidated, the Partnership Preferred Securities) do not
remain in book-entry-only form, the relevant record dates shall be the
15th day of the month of the relevant payment dates. In the event that
any date on which distributions are payable is not a Business Day,
payment of such Distribution shall be made on the next succeeding day
which is a Business Day (without any interest or other payment in
respect of any such delay) except that, if such Business Day falls in
the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, with the same force and effect as if
made on such date. Payments of accumulated Distributions will be
payable to Holders of record of Trust Preferred Securities as they
appear on the books and records of the Trust on the record date with re-
spect to the payment date for the Trust Preferred Securities which
corresponds to the payment date fixed by the Partnership with respect to
the payment of cumulative distributions on the Partnership Preferred
Securities.
The Trust Preferred Securities shall be redeemable as provided
in the Declaration.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust
Preferred Security Certificate to:
(Insert assignee's social security or tax identification number)
(Insert address and zip code of assignee)
and irrevocably appoints
agent to
transfer this Trust Preferred Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.
Date:
Signature:
(Sign exactly as your name appears on the other side of this Trust
Preferred Security Certificate)
Signature Guarantee (1):
(1) Signature must be guaranteed by an "eligible guarantor
institution" that is a bank, stockbroker, savings and loan
association or credit union meeting the requirements of the
Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion
Program ("STAMP") or such other "signature guarantee program" as
may be determined by the Registrar in addition to, or in substi-
tution for, STAMP, all in accordance with the Securities and Ex
change Act of 1934, as amended.