Exhibit 99.3
SPECIMEN
FACE OF PEPS UNITS CERTIFICATE
THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"),
OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR
CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT
AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS
CERTIFICATE 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) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY 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
HEREON 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 SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. ________ CUSIP No. G68603 20 1
Number of PEPS Units:___________________
PARTNERRE LTD.
PREMIUM EQUITY PARTICIPATING SECURITY UNITS
This PEPS Units Certificate certifies that Cede & Co. is the registered
Holder of the number of PEPS Units set forth above. Each PEPS Unit consists of
(i) the beneficial ownership by the Holder of one Preferred Share (the
"Preferred Share") of PartnerRe Ltd., a Bermuda company (the "Company"), having
a stated liquidation preference of $50, subject to the Pledge of such Preferred
Share by such Holder pursuant to the Pledge Agreement and (ii) the rights and
obligations of the Holder under one Purchase Contract with the Company. All
capitalized terms used herein which are defined in the Purchase Contract
Agreement (as defined on the reverse hereof) have the meaning set forth therein.
Pursuant to the Pledge Agreement, the Preferred Shares constituting
part of each PEPS Unit evidenced hereby has been pledged to the Collateral
Agent, for the benefit of the Company, to secure the obligations of the Holder
under the Purchase Contract comprising part of such PEPS Unit.
The Pledge Agreement provides that all payments of the liquidation
preference with respect to any of the Pledged Preferred Shares, or cash
dividends or other distributions on any Pledged Preferred Shares (as defined in
the Pledge Agreement) constituting part of the PEPS Units received by the
Securities Intermediary shall be paid by wire transfer in same day funds (i) in
the case of (A) cash dividends or other distributions with respect to Pledged
Preferred Shares and (B) any payments of the liquidation preference with respect
to any Preferred Shares that have been released from the Pledge pursuant to the
Pledge Agreement, to the Purchase Contract Agent to the account designated by
the Purchase Contract Agent, no later than 12:00 p.m., New York City time, on
the Business Day such payment is received by the Securities Intermediary
(provided that in the event such payment is received by the Securities
Intermediary on a day that is not a Business Day or after 11:00 a.m., New York
City time, on a Business Day, then such payment shall be made no later than
10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in
the case of payments of the liquidation preference with respect to any of the
Pledged Preferred Shares on the Purchase Contract Settlement Date (as described
herein) in accordance with the terms of the Pledge Agreement, in full
satisfaction of the respective obligations of the Holders of the PEPS Units of
which such Pledged Preferred Shares are a part under the Purchase Contracts
forming a part of such PEPS Units. Distributions on any Preferred Share forming
part of a PEPS Unit evidenced hereby, which are payable quarterly in arrears on
March 31, June 30, September 30, and December 31 of each year, commencing
December 31, 2001 (a "Payment Date"), shall, subject to receipt thereof by the
Purchase Contract Agent, be paid to the Person in whose name this PEPS Unit
Certificate (or a Predecessor PEPS Unit Certificate) is registered at the close
of business on the Record Date for such Payment Date.
Each Purchase Contract evidenced hereby obligates the Holder of this
PEPS Units Certificate to purchase, and the Company to sell, on December 31,
2004 (the "Purchase Contract Settlement Date"), at a price equal to $50 (the
"Stated Amount"), a number of common shares, $1.00 par value ("Common Shares"),
of the Company, equal to the Settlement Rate, unless on or prior to the Purchase
Contract Settlement Date there shall have occurred a Termination Event or an
Early Settlement with respect to the PEPS Unit of which such Purchase Contract
is a part, all as provided in the Purchase Contract Agreement and more fully
described on the reverse hereof. The purchase price (the "Purchase Price") for
the Common Shares purchased pursuant to each Purchase Contract evidenced hereby,
if not paid earlier, shall be paid on the Purchase Contract Settlement Date by
application of payment received in respect of the liquidation preference with
respect to any Pledged Preferred Shares pursuant to the Remarketing pledged to
secure the obligations under such Purchase Contract of the Holder of the PEPS
Unit of which such Purchase Contract is a part.
The Company shall pay, on each Payment Date, in respect of each
Purchase Contract forming part of a PEPS Unit evidenced hereby, an amount (the
"Contract Adjustment Payments") equal to 2.39% per year of the Stated Amount.
Such Contract Adjustment Payments shall be payable to the Person in whose name
the PEPS Unit Certificate is registered at the close of business on the Record
Date for such Payment Date. The Company may, at its option, defer such Contract
Adjustment Payments.
Dividends and other distributions on the Preferred Shares and Contract
Adjustment Payments on the Purchase Contracts will be payable at the office of
the Purchase Contract Agent in New York
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City or, at the option of the Company, by check mailed to the address of the
Person entitled thereto as such address appears on the Security Register.
Reference is hereby made to the further provisions set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Purchase Contract Agent by manual signature, this PEPS Units Certificate
shall not be entitled to any benefit under the Pledge Agreement or the Purchase
Contract Agreement or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
PARTNERRE LTD.
By: __________________________
Name:
Title:
HOLDER SPECIFIED ABOVE (as to
obligations of such Holder under the
Purchase Contracts)
By: JPMORGAN CHASE BANK,
not individually but solely as
Attorney-in-Fact of such Holder
By: __________________________
Name:
Title:
DATED:__________________
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CERTIFICATE OF AUTHENTICATION
OF PURCHASE CONTRACT AGENT
This is one of the PEPS Units Certificates referred to in the within
mentioned Purchase Contract Agreement.
By: JPMORGAN CHASE BANK,
as Purchase Contract Agent
By: __________________________
Authorized Officer
Dated: ____________________
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(REVERSE OF PEPS UNITS CERTIFICATE)
Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of November 21, 2001 (as may be supplemented from
time to time, the "Purchase Contract Agreement"), between the Company and
JPMorgan Chase Bank, as Purchase Contract Agent (including its successors
hereunder, the "Purchase Contract Agent"), to which Purchase Contract Agreement
and supplemental agreements thereto reference is hereby made for a description
of the respective rights, limitations of rights, obligations, duties and
immunities thereunder of the Purchase Contract Agent, the Company, and the
Holders and of the terms upon which the PEPS Units Certificates are, and are to
be, executed and delivered.
Unless a Cash Settlement or Early Settlement has occurred, each
Purchase Contract evidenced hereby obligates the Holder of this PEPS Units
Certificate to purchase, and the Company to sell, on the Purchase Contract
Settlement Date at a price equal to the Stated Amount (the "Purchase Price"), a
number of Common Shares equal to the Settlement Rate, unless, prior to or on the
Purchase Contract Settlement Date, there shall have occurred a Termination Event
with respect to the Security of which such Purchase Contract is a part or an
Early Settlement shall have occurred. The "Settlement Rate" is equal to:
(1) if the Applicable Market Value (as defined below) is
greater than or equal to $57.50 (the "Threshold Appreciation Price"),
0.8696 Common Shares per Purchase Contract;
(2) if the Applicable Market Value is less than the Threshold
Appreciation Price but greater than $47.00 (the "Reference Price"), the
number of Common Shares per Purchase Contract having a value, based on
the Applicable Market Value, equal to $50; and
(3) if the Applicable Market Value is less than or equal to
the Reference Price, 1.0638 Common Shares per Purchase Contract,
subject to adjustment as provided in the Purchase Contract Agreement (and
rounded upward or downward to the nearest 1/10,000th of a share).
No fractional Common Shares will be issued upon settlement of Purchase
Contracts, as provided in Section 5.09 of the Purchase Contract Agreement.
Each Purchase Contract evidenced hereby, which is settled either
through Cash Settlement or Early Settlement, shall obligate the Holder of the
related PEPS Unit to purchase at the Purchase Price, and the Company to sell, a
number of Common Shares equal to the Settlement Rate or the Early Settlement
Rate, as applicable.
The "Applicable Market Value" means the average of the Closing Price
per Common Share on each of the 20 consecutive Trading Days ending on the third
Trading Day immediately preceding the Purchase Contract Settlement Date (or
Early Settlement Date, as applicable).
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The "Closing Price" per Common Share on any date of determination
means:
(1) the closing sale price as of the close of the principal
trading session (or, if no closing price is reported, the last reported
sale price) per share on the New York Stock Exchange, Inc. (the "NYSE")
on such date;
(2) if the Common Shares are not listed for trading on the
NYSE on any such date, the closing sale price per share as reported in
the composite transactions for the principal United States securities
exchange on which Common Shares is so listed;
(3) if the Common Shares are not so listed on a United States
national or regional securities exchange, the closing sale price per
share as reported by Nasdaq National Market.;
(4) if the Common Shares are not so reported, the last quoted
bid price for the Common Shares in the over-the-counter market as
reported by the National Quotation Bureau or similar organization; or
(5) if such bid price is not available, the average of the
mid-point of the last bid and ask prices of the Common Shares on such
date from at least three nationally recognized independent investment
banking firms retained for this purpose by the Company.
A "Trading Day" means a day on which Common Shares (1) is not suspended
from trading on any national or regional securities exchange or association or
over-the-counter market at the close of business and (2) has traded at least
once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of Common
Shares.
In accordance with the terms of the Purchase Contract Agreement, the
Holder of this PEPS Units Certificate may pay the Purchase Price, less the
aggregate amount of any accrued and unpaid Contract Adjustment Payments and any
Deferred Contract Adjustment Payments per Purchase Contract evidenced hereby,
for the Common Shares purchased pursuant to each Purchase Contract evidenced
hereby by effecting a Cash Settlement or any Early Settlement or from the
proceeds of a Remarketing of the related Pledged Preferred Shares. A Holder of
PEPS Units who (1) does not effect, on or prior to 11:00 a.m. (New York City
time) on the fifth Business Day immediately preceding the Purchase Contract
Settlement Date, an effective Cash Settlement or (2) does not effect on or prior
to 5:00 p.m. (New York City time) on the seventh Business Day immediately
preceding the Purchase Contract Settlement Date, an effective Early Settlement,
shall pay the Purchase Price for the Common Shares to be delivered under the
related Purchase Contract from the proceeds of the sale of the related Pledged
Preferred Shares held by the Collateral Agent. Such sale will be made by the
Remarketing Agent pursuant to the terms of the Remarketing Agreement on the
third Business Day prior to the Purchase Contract Settlement Date. If, as
provided in the Purchase Contract Agreement, upon the occurrence of a Failed
Remarketing, the Collateral Agent, for the benefit of the Company, exercises its
rights as a secured creditor with respect to the Pledged Preferred Shares
related to this PEPS Units certificate, any accrued and unpaid dividends on such
Pledged Preferred Shares will become payable by the Company to the holder of
this PEPS Units Certificate in the manner provided for in the Purchase Contract
Agreement.
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The Company shall not be obligated to issue any Common Shares in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment of the aggregate purchase price for
the Common Shares to be purchased thereunder in the manner herein set forth.
Each Purchase Contract evidenced hereby and all obligations and rights
of the Company and the Holder thereunder shall terminate if a Termination Event
shall occur. Upon the occurrence of a Termination Event, the Company shall give
written notice to the Purchase Contract Agent and to the Holders, at their
addresses as they appear in the Security Register. Upon and after the occurrence
of a Termination Event, the Collateral Agent shall release the Pledged Preferred
Share forming a part of each PEPS Unit from the Pledge. A PEPS Unit shall
thereafter represent the right to receive the Preferred Share forming a part of
such PEPS Unit in accordance with the terms of the Purchase Contract Agreement
and the Pledge Agreement.
Under the terms of the Pledge Agreement, the Purchase Contract Agent
will be entitled to exercise the voting and any other consensual rights
pertaining to the Pledged Preferred Shares. Upon receipt of notice of any
meeting at which holders of Preferred Shares are entitled to vote or upon the
solicitation of consents, waivers or proxies of holders of Preferred Shares, the
Purchase Contract Agent shall, as soon as practicable thereafter, mail to the
PEPS Units Holders a notice:
(1) containing such information as is contained in the notice
or solicitation;
(2) stating that each PEPS Unit Holder on the record date set
by the Purchase Contract Agent therefor (which, to the extent possible,
shall be the same date as the record date for determining the holders
of Preferred Shares entitled to vote) shall be entitled to instruct the
Purchase Contract Agent as to the exercise of the voting rights
pertaining to the Preferred Shares constituting a part of such Holder's
PEPS Unit; and
(3) stating the manner in which such instructions may be
given.
Upon the written request of the PEPS Unit Holders on such record date, the
Purchase Contract Agent shall endeavor insofar as practicable to vote or cause
to be voted, in accordance with the instructions set forth in such requests, the
maximum number of Preferred Shares as to which any particular voting
instructions are received. In the absence of specific instructions from the
Holder of a PEPS Unit, the Purchase Contract Agent shall abstain from voting the
Preferred Share evidenced by such PEPS Unit.
The PEPS Certificates are issuable only in registered form and only in
denominations of a single PEPS Unit and any integral multiple thereof. The
transfer of any PEPS Units Certificate will be registered and PEPS Units
Certificates may be exchanged as provided in the Purchase Contract Agreement.
The Security Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents permitted by the Purchase
Contract Agreement. No service charge shall be required for any such
registration of transfer or exchange, but the Company and the Purchase Contract
Agent may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. Except as provided in the
Purchase Contract
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Agreement, for so long as the Purchase Contract underlying a PEPS Unit remains
in effect, such PEPS Unit shall not be separable into its constituent parts, and
the rights and obligations of the Holder of such PEPS Unit in respect of the
Preferred Shares and Purchase Contract constituting such PEPS Unit may be
transferred and exchanged only as a PEPS Unit.
The Company shall pay, on each Payment Date, the Contract Adjustment
Payments payable in respect of each Purchase Contract to the Person in whose
name the PEPS Units Certificate evidencing such Purchase Contract is registered
at the close of business on the Record Date for such Payment Date. Contract
Adjustment Payments will be payable at the office of the Purchase Contract Agent
in New York City or, at the option of the Holder, by check mailed to the address
of the Person entitled thereto at such address as it appears on the Security
Register.
The Company has the right to defer payment of all or part of the
Contract Adjustment Payments in respect of each Purchase Contract until no later
than the Purchase Contract Settlement Date (or in the event of an effective
Early Settlement, the Early Settlement Date). If the Company so elects to defer
Contract Adjustment Payments, the Company shall pay additional Contract
Adjustment Payments on such deferred installments of Purchase Contract Payments
at a rate equal to 2.39% per annum, compounding quarterly, until such deferred
installments are paid. In the event that the Company elects to defer the payment
of Contract Adjustment Payments on the Purchase Contracts until the Purchase
Contract Settlement Date (or, in the event of an effective Early Settlement, the
Early Settlement Date), each Holder will receive on the Purchase Contract
Settlement Date or Early Settlement Date, as applicable, the aggregate amount of
accrued and unpaid Contract Adjustment Payments and Deferred Contract Adjustment
Payments to the extent such amounts are not deducted from the Purchase Price in
the case of a Cash Settlement or any Early Settlement.
The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder shall immediately and automatically terminate,
without the necessity of any notice or action by any Holder, the Purchase
Contract Agent or the Company, if, on or prior to the Purchase Contract
Settlement Date, a Termination Event shall have occurred; provided that the
obligation of the Company to pay any accrued and unpaid Contract Adjustment
Payments and any Deferred Contract Adjustment Payments shall survive such
termination and the Company shall promptly pay at such time to the Person in
whose name the PEPS Units Certificate evidencing such Purchase Contract is
registered at the close of business on the such date of termination, and such
payments will be payable at the office of the Purchase Contract Agent in New
York City or, at the option of the Holder, by check mailed to the address of the
Person entitled thereto at such address as it appears on the Security Register.
Upon the occurrence of a Termination Event, the Company shall promptly but in no
event later than two Business Days thereafter give written notice to the
Purchase Contract Agent, the Collateral Agent and the Holders, at their
addresses as they appear in the Security Register. Upon and after the occurrence
of a Termination Event, the Collateral Agent shall release the Preferred Shares
from the Pledge in accordance with the provisions of the Pledge Agreement.
Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holder thereof, Purchase Contracts
underlying Securities may be settled early
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("Early Settlement") as provided in the Purchase Contract Agreement. In order to
exercise the right to effect Early Settlement with respect to any Purchase
Contract evidenced by this PEPS Units Certificate, the Holder of this PEPS Units
Certificate shall deliver to the Purchase Contract Agent at the Corporate Trust
Office an Election to Settle Early form set forth below and any other documents
requested by the Purchase Contract Agent duly completed and accompanied by
payment in the form of immediately available funds payable to the order of the
Company in an amount (the "Early Settlement Amount") equal to the product of (A)
$50, less the aggregate amount of any accrued and unpaid Contract Adjustment
Payments and any Deferred Contract Adjustment Payments on such Purchase
Contract, times (B) the number of Purchase Contracts with respect to which the
Holder has elected to effect Early Settlement.
Upon Early Settlement of Purchase Contracts by a Holder of the related
Securities, the Pledged Preferred Shares underlying such Securities shall be
released from the Pledge as provided in the Pledge Agreement and the Holder
shall be entitled to receive a number of Common Shares on account of each
Purchase Contract forming part of a PEPS Unit as to which Early Settlement is
effected equal to 0.8696 Common Shares per Purchase Contract (the "Early
Settlement Rate"), except as provided in Section 5.04(b)(2) of the Purchase
Contract Agreement. The Early Settlement Rate shall be adjusted in the same
manner and at the same time as the Settlement Rate is adjusted as provided in
the Purchase Contract Agreement.
Upon registration of transfer of this PEPS Units Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Purchase Contract Agent
pursuant to the Purchase Contract Agreement), under the terms of the Purchase
Contract Agreement and the Purchase Contracts evidenced hereby and the
transferor shall be released from the obligations under the Purchase Contracts
evidenced by this PEPS Units Certificate. The Company covenants and agrees, and
the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound
by the provisions of this paragraph.
The Holder of this PEPS Units Certificate, by its acceptance hereof,
authorizes the Purchase Contract Agent to enter into and perform the related
Purchase Contracts forming part of the PEPS Units evidenced hereby on its behalf
as its attorney-in-fact, expressly withholds any consent to the assumption
(i.e., affirmance) of the Purchase Contracts by the Company or its trustee in
the event that the Company becomes the subject of a case under any Bankruptcy
Law, including the Bankruptcy Code, agrees to be bound by the terms and
provisions thereof, covenants and agrees to perform his obligations under such
Purchase Contracts, consents to the provisions of the Purchase Contract
Agreement, authorizes the Purchase Contract Agent to enter into and perform the
Purchase Contract Agreement and the Pledge Agreement on its behalf as its
attorney-in-fact, and consents to the Pledge of the Preferred Shares underlying
this PEPS Units Certificate pursuant to the Pledge Agreement. The Holder further
covenants and agrees that, to the extent and in the manner provided in the
Purchase Contract Agreement and the Pledge Agreement, but subject to the terms
thereof, payments in respect to the aggregate liquidation preference of the
Pledged Preferred Shares on the Purchase Contract Settlement Date shall be paid
by the Collateral Agent to the Company in satisfaction of such Holder's
obligations under such Purchase Contract and such Holder shall acquire no right,
title or interest in such payments.
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Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts.
The Purchase Contracts shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to conflicts
of laws principles thereof.
The Company, the Purchase Contract Agent and its Affiliates and any
agent of the Company or the Purchase Contract Agent may treat the Person in
whose name this PEPS Units Certificate is registered as the owner of the PEPS
Units evidenced hereby for the purpose of receiving payments of dividends
payable quarterly on the Preferred Shares, receiving payments of Contract
Adjusment Payments, performance of the Purchase Contracts and for all other
purposes whatsoever, whether or not any payments in respect thereof be overdue
and notwithstanding any notice to the contrary, and neither the Company, the
Purchase Contract Agent nor any such agent shall be affected by notice to the
contrary.
The Purchase Contracts shall not, prior to the settlement thereof,
entitle the Holder to any of the rights of a holder of Common Shares.
A copy of the Purchase Contract Agreement is available for inspection
at the offices of the Purchase Contract Agent.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM: as tenants in common
UNIF GIFT MIN ACT: ___________________ Custodian ___________________
(cust) (minor)
Under Uniform Gifts to Minors Act of __________
TENANT: as tenants by the entireties
JT TEN: as joint tenants with right of survivorship and not as tenants
in common
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
(Please insert Social Security or Taxpayer I.D. or other Identifying Number of
Assignee)
(Please Print or Type Name and Address Including Postal Zip Code of Assignee)
the within PEPS Units Certificates and all rights thereunder, hereby irrevocably
constituting and appointing attorney __________________, to transfer said PEPS
Units Certificates on the books of PartnerRe Ltd. with full power of
substitution in the premises.
Dated: Signature
NOTICE: The signature
to this assignment
must correspond with
the name as it appears
upon the face of the
within PEPS Units
Certificates in every
particular, without
alteration or
enlargement or any
change whatsoever.
Signature Guarantee:
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SETTLEMENT INSTRUCTIONS
The undersigned Holder directs that a certificate for Common Shares
deliverable upon settlement on or after the Purchase Contract Settlement Date of
the Purchase Contracts underlying the number of PEPS Units evidenced by this
PEPS Units Certificate be registered in the name of, and delivered, together
with a check in payment for any fractional share, to the undersigned at the
address indicated below unless a different name and address have been indicated
below. If shares are to be registered in the name of a Person other than the
undersigned, the undersigned will pay any transfer tax payable incident thereto.
Dated: Signature
Signature Guarantee:
(if assigned to another Person)
If shares are to be registered in
the name of and delivered to a REGISTERED HOLDER
Person other than the Holder,
please (i) print such Person's name Please print name and address of
and address and (ii) provide a Registered Holder:
guarantee of your signature:
Name Name
Address Address
Social Security or other
Taxpayer Identification
Number, if any
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Transfer Instructions for Pledged Preferred Shares transferable upon a
Termination Event:
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ELECTION TO SETTLE EARLY
The undersigned Holder of this PEPS Units Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance with
the terms of the Purchase Contract Agreement with respect to the Purchase
Contracts underlying the number of PEPS Units evidenced by this PEPS Units
Certificate specified below. The undersigned Holder directs that a certificate
for Common Shares deliverable upon such Early Settlement be registered in the
name of, and delivered, together with a check in payment for any fractional
share and any PEPS Units Certificate representing any PEPS Units evidenced
hereby as to which Early Settlement of the related Purchase Contracts is not
effected, to the undersigned at the address indicated below unless a different
name and address have been indicated below. Pledged Preferred Shares deliverable
upon such Early Settlement will be transferred in accordance with the transfer
instructions set forth below. If shares are to be registered in the name of a
Person other than the undersigned, the undersigned will pay any transfer tax
payable incident thereto.
Dated:
Signature
Signature Guarantee:
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Number of Securities evidenced hereby as to which Early Settlement of
the related Purchase Contracts is being elected:
If Common Shares or PEPS Units REGISTERED HOLDER
Certificates are to be registered
in the name of and delivered to and
Pledged Preferred Shares are to be
transferred to a Person other than
the Holder, please print such
Person's name and address:
Please print name and address of
Registered Holder:
Name
Name
Address
Address
Social Security or other
Taxpayer Identification
Number, if any
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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE
The following increases or decreases in this Global Certificate have been made:
Number of PEPS
Amount of Amount of Units evidenced Signature of
increase in decrease in by this Global authorized
Number of PEPS Number of PEPS Certificate signatory of
Units evidenced Units evidenced following such Trustee or
by the Global by the Global decrease or Securities
Date Certificate Certificate increase Custodian
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