EXHIBIT 4.14
UNITED COMPANIES FINANCIAL CORPORATION
8 3/8% Subordinated Notes due July 1, 2005
REGISTERED REGISTERED
No. R-1
CUSIP 909870AC1
If this Note is registered in the name of The Depository
Trust Company (the "Depositary") (55 Water Street, New York,
New York) or its nominee, this Note may not be transferred
except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary, unless and until
this Note is exchanged in whole or in part for Notes in
definitive form. Unless this certificate is presented by an
authorized representative of the Depositary 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 such other name as requested by an
authorized representative of the Depositary (and any payment
is made to Cede & Co. or to such other entity as is
requested 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.
UNITED COMPANIES FINANCIAL CORPORATION, a corporation duly organized and
validly existing under the laws of the State of Louisiana (herein called the
"Company", which term includes any successor corporation under the Indenture, as
defined on the reverse side hereof), for value received hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of $150,000,000 (ONE
HUNDRED FIFTY MILLION DOLLARS) on July 1, 2005 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, and to pay interest, semi-annually on
January 1 and July 1 of each year, commencing January 1, 1998, on said principal
sum in like coin or currency, at the rate per annum specified in the title of
this Note, from the January 1 or July 1, as the case may be, next preceding the
date of this Note to which interest has been paid or duly provided for, unless
the date hereof is a date to which interest has been paid or duly provided for,
in which case from the date of this Note, or unless no interest has been paid or
duly provided for on the Notes, in which case from June 20, 1997, until payment
of said principal sum has been made or duly provided for. Notwithstanding the
foregoing, if the date hereof is after any December 15 or June 15, as the case
may be, and before the following January 1 or July 1, this Note shall bear
interest from such January 1 or July 1. The interest so payable on January 1 or
July 1 will be paid to the Person in whose name this Note is registered at the
close of business on the Regular Record Date, which shall be December 15 or June
15 (whether or not a Business Day) next preceding such January 1 or July 1,
provided that any such interest not punctually paid or duly provided for shall
be payable as provided in the Indenture. Interest will be computed on the basis
of a 360-day year of twelve 30-day months.
Payment of the principal of, and premium, if any, on, this Note will be
made in immediately available funds upon surrender of the Notes at the Corporate
Trust Office of the Trustee. Interest will be paid by check mailed to the
address of the Person entitled thereto as it appears in the Security Register on
the applicable Regular Record Date or, at the option of the Company, by wire
transfer to an account maintained by such Person with a bank located in the
United States.
THIS NOTE SHALL BE DEEMED A CONTRACT UNDER THE LAWS OF THE STATE OF NEW
YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF SAID STATE.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to herein by manual signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: June 20, 1997
UNITED COMPANIES
FINANCIAL CORPORATION
By:/s/ Laura T. Martin
------------------------------
Title:Senior Vice President &
Treasurer
Attest
By:/s/ Gordon S. LeBlanc, Jr.
------------------------------
Title:Vice President & Assistant
Treasurer
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the series
of Debt Securities issued under the
within mentioned Indenture.
THE BANK OF NEW YORK
As Trustee
By:/s/ Marie E. Tromboli
--------------------------------
Title:Assistant Treasurer
[REVERSE SIDE OF NOTE]
UNITED COMPANIES FINANCIAL CORPORATION
8 3/8% Subordinated Notes Due July 1, 2005
This Note is one of a duly authorized issue of Debt Securities of the
Company designated as its 8 3/8% Subordinated Notes due July 1, 2005 (herein
called
the "Notes"), limited in aggregate principal amount to $150,000,000, issued and
to be issued under an Indenture dated as of February 19, 1997, as amended and
supplemented by the First Supplemental Indenture dated as of June 20, 1997
(herein called the "Indenture"), between the Company and The Bank of New York,
as trustee (herein called the "Trustee," which term includes any successor
Trustee under the Indenture), to which Indenture reference is hereby made for a
statement of the respective rights of the Company, the Trustee and the Holders
of the Notes, and the terms upon which the Notes are, and are to be,
authenticated and delivered.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Security Register
relating to the Notes, upon surrender of this Note for registration of transfer
at the office or agency of the Company maintained for such purpose, and
thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount with like terms and conditions, will be issued to the
designated transferee.
The Notes are issuable only as registered Notes without Coupons in the
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture, and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes with like terms and
conditions of different authorized denominations, as requested by the Holder
surrendering the same.
Except as otherwise provided in the Indenture, no service charge will 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 for registration of transfer of this Note, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes, whether or
not this Note be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
If an Event of Default shall occur with respect to the Notes, the principal
of all the Notes, plus accrued and unpaid interest, may be declared due and
payable in the manner and with the effect provided in the Indenture.
The Indenture contains provisions permitting the Company and the Trustee,
with the written consent of the Holders of not less than a majority in principal
amount of the Outstanding Debt Securities of each series affected by such
supplemental indenture, voting separately, to enter into supplemental indentures
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of modifying in any manner
the rights of the Holders under the Indenture of such Debt Securities, or
Coupons, if any; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Debt Security of each such
series affected thereby, (i) change the Stated Maturity of the principal of, or
installment of interest, if any, on, any Debt Security, or reduce the principal
amount thereof, or the interest thereon or any premium payable upon redemption
thereof, or change the Stated Maturity of or reduce the amount of any payment to
be made regarding any Coupon, or change the Currency or Currencies in which the
principal of (and premium, if any) or interest on such Debt Security is
denominated or payable, or reduce the amount of the principal of a Discount
Security that would be due and payable upon a declaration of acceleration of the
Maturity, or adversely affect the right of repayment or repurchase, if any, at
the option of the Holder, or reduce the amount of, or postpone the date fixed
for, any payment under any sinking fund, or impair the right to institute suit
for the enforcement of any payment on or after the Stated Maturity thereof, (ii)
reduce the percentage in principal amount of Outstanding Debt Securities of any
series, the Holders of which are required to consent to any such supplemental
indenture, or (iii) modify any of the subordination provisions set forth in the
Indenture in a manner adverse to the Holders. The Indenture also contains
provisions permitting the Holders of not less than a majority in principal
amount of the Outstanding Debt Securities of any series, on behalf of the
Holders of all the Debt Securities of any such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
or Events of Default under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this Note.
No supplemental indenture shall adversely affect the rights of any holder of
Senior Indebtedness without the consent of such holder.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
No recourse shall be had for the payment of the principal of or the
interest on this Note, or any part thereof, or of indebtedness represented
hereby, or upon any obligation, covenant or agreement of the Indenture or any
indenture supplemental thereto, against any incorporator, or against any
stockholder, officer or director, as such, past, present or future, of the
Company or any predecessor or successor corporation, either directly or
indirectly through the Company, or any such predecessor or successor corporation
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly agreed
and understood that the Indenture or any indenture supplemental thereto and this
Note are solely corporate obligations, and that no personal liability whatsoever
shall attach to, or be incurred by, any such incorporator, stockholder, officer
or director, past, present or future, of the Company or any predecessor or
successor corporation, either directly or indirectly through the Company or any
such predecessor or successor corporation, because of the indebtedness
authorized under the Indenture or under or by reason of any of the obligations,
covenants, promises or agreements contained in the Indenture or in this Note or
to be implied therefrom or herefrom; and that any such personal liability, by
the acceptance hereof and as part of the consideration for the issue hereof, is
expressly waived and released.
All terms used in this Note which are defined in this Note shall have the
meanings assigned to them in the Indenture.
The following abbreviations, when used in the inscription on the face of
the within Note, shall be construed as though they were written out in full
according to applicable laws and regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entirety
JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT
MIN ACT -- Custodian
----------------------------
(Cust)
----------------------------
(Minor)
under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
2
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(Name and Address of Assignee, including zip code)
the within Note, and all rights thereunder, hereby irrevocably
constituting and appointing
Attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as
it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever and must be guaranteed.
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad- 15.