EXHIBIT 4.6
THIS DEBENTURE IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE OF A DEPOSITARY. THIS DEBENTURE IS EXCHANGEABLE FOR DEBENTURES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE 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 DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
DEBENTURE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF,
THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT), OR (B) IT IS NOT A U.S. PERSON
AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION (2) AGREES THAT IT
WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR
OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO BREED TECHNOLOGIES, INC. OR ANY
SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE
UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT OT AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE SECURITY, THE
TRANSFEROR MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF
RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE
INDENTURE TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION." "UNITED
STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER
THE SECURITIES ACT.
Cusip No. 106702 AA 1 $257,732,000
Certificate No. 1
BREED TECHNOLOGIES, INC.
6.50% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2027
BREED TECHNOLOGIES, INC., a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Wilmington Trust Company, as
Institutional Trustee for the benefit of BTI Capital Trust, or registered
assigns, the principal sum of two hundred fifty seven million seven hundred
thirty-two thousand dollars ($257,732,000) on November 15, 2027 and to pay
interest thereon from November 25, 1997 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, as the case may be,
quarterly (subject to deferral as set forth in the Indenture), in arrears, on
February 15, May 15, August 15 and November 15 (each an "Interest Payment Date")
of each year, commencing February 15, 1998, until the principal thereof is paid
or made available for payment, and they shall be paid to the Person in whose
name the Debenture is registered at the close of business on the Business Day
next preceding such Interest Payment Date (the "Regular Record Date"). In the
event the Debentures shall not continue to remain in book-entry only
form, the Company shall have the right to select record dates, which shall be
more than 14 days but fewer than 60 days prior to the Interest Payment Date. In
the event that any date on which interest is payable on the Debentures is not a
Business Day, then payment of the interest payable on such date will be made on
the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, then such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.
The indebtedness evidenced by this Debenture is, to the extent provided in
the Indenture, subordinate and junior in right of payment to all existing and
future Senior Indebtedness of the Company, and this Debenture is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Indenture Trustee on his or her
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination so provided and (c) appoints the Indenture Trustee
his or her attorney-in-fact for any and all such purposes. Each Holder hereof,
by his or her acceptance hereof, hereby waives all notice of the acceptance of
the subordination provisions contained herein and in the Indenture by each
holder of Senior Indebtedness, whether now outstanding or hereafter incurred,
and waives reliance by each such holder or creditor upon said provisions.
This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, or be valid or become obligatory for any purpose until
the Certificate of Authentication hereon shall have been signed by or on behalf
of the Indenture Trustee.
The provisions of this Debenture are continued on the reverse side hereof
and such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.
2
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: November 25, 1997
BREED TECHNOLOGIES, INC.
By: /s/ Charles J. Speranzella, Jr.
-----------------------------------
Name: Charles J. Speranzella, Jr.
Title: Vice Chairman
Attest:
/s/ Lizanne Guptill
_____________________
Lizanne Guptill
CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities referred to in the within-mentioned
Indenture.
Wilmington Trust Company,
as Indenture Trustee
By: /s/ ^^
--------------------
Authorized Signatory
Dated: November 25, 1997
3
This Debenture is one of a duly authorized issue of securities of the
Company designated as its 6.50% Convertible Subordinated Debenture Due 2027
(herein called the "Debentures"), in aggregate principal amount of $257,732,000,
issued and to be issued under an Indenture, dated as of November 25, 1997
(herein called the "Indenture"), between the Company and Wilmington Trust
Company, as Indenture Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Trustee, the Company and the Holders of the Debentures, and of the terms
upon which the Debentures are, and are to be, authenticated and delivered. The
terms of the Debentures include those stated in the Indenture and those made or
deemed part of the Indenture by the Trust Indenture Act of 1939 (15 U.S.C.
Section Section 77aaa-77bbbb) ("TIA") as in effect on the date of the Indenture.
The Debentures are subject to, and qualified by, all such terms, certain of
which are summarized hereon, and holders are referred to the Indenture and the
TIA for a statement of such terms. No reference herein to the Indenture and no
provision of this Debenture 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 Debenture at the times, place and rate, and in
the coin or currency, herein prescribed or to convert this Debenture as provided
in the Indenture. All terms used in this Debenture which are defined in the
Indenture shall have the meanings assigned to them in the Indenture. The
Company will furnish to any Holder upon written request and without charge a
copy of the Indenture.
(1) Interest. The Debentures shall bear interest at the rate of 6.50% per
annum, from the original date of issuance, payable quarterly (subject to
deferral as set forth herein), in arrears, on February 15, May 15, August 15 and
November 15 (each an "Interest Payment Date") of each year, commencing February
15, 1998 to the Person in whose name the Debenture is registered at the close of
business on the Business Day next preceding such Interest Payment Date (the
"Regular Record Date"). Interest will compound quarterly and will accrue at the
rate of 6.50% per annum on any interest installment in arrears for more than one
quarter or during an extension of an interest payment period as set forth below.
The amount of interest payable for any period will be computed on the basis
of a 360-day year of twelve 30-day months. Except as provided in the following
sentence, the amount of interest payable for any period shorter than a full
quarterly period for which interest is computed, will be computed on the basis
of the actual number of days elapsed per 90-day quarter. In the event that any
date on which interest is payable on the Debentures is not a Business Day, then
payment of interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect of
any such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date.
If at any time the Trust or the Institutional Trustee shall be required to
pay any taxes, duties, assessments or governmental charges of whatever nature
(other than withholding taxes) imposed by the United States, or any other taxing
authority, then, in any such case, the Company shall pay as additional interest
("Additional Interest") on the Debentures, such amounts as shall be required so
that the net
4
amounts received and retained by the Trust and the Institutional Trustee after
paying any such taxes, duties, assessments or other governmental charges will be
not less than the amounts the Trust and the Institutional Trustee would have
received had no such taxes, duties, assessments or other governmental charges
been imposed.
The principal of and interest on the Debentures shall be payable at the
office or agency of the Company in the United States maintained for such purpose
and at any other office or agency maintained by the Company for such purpose 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; provided, however, that
at the option of the Company payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register.
(2) Option to Extend Interest Payment Period. So long as no Indenture
Event of Default has occurred and is continuing, the Company shall have the
right at any time, and from time to time, during the term of the Debentures to
defer payments of interest by extending the interest payment period for a period
(each, an "Extension Period") not exceeding 20 consecutive quarters with respect
to each Extension Period; provided, that no Extension Period may extend beyond
the maturity date of the Debentures, and at the end of which Extension Period
the Company shall pay all interest then accrued and unpaid (including Additional
Interest) together with interest thereon compounded quarterly at the rate
specified for the Debentures, to the extent permitted by applicable law
("Compounded Interest"); provided further, that during any such Extension
Period, (a) the Company shall not declare or pay dividends on, or make any
distribution or liquidation payment with respect to, or redeem, purchase or
acquire, any of its capital stock (other than (i) purchases or acquisitions of
shares of Common Stock in connection with the satisfaction by the Company of its
obligations under any employee benefit plan or the satisfaction by the Company
of its obligations pursuant to any contract or security requiring the Company to
purchase shares of Common Stock, (ii) as a result of a reclassification of the
Company's capital stock or the exchange or conversion of one class or series of
the Company's capital stock for another class or series of the Company's capital
stock, (iii) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (iv) purchases of
acquisitions of shares of the Company's Common Stock to be used in connection
with the acquisitions of the Company's Common Stock by shareholders pursuant to
a dividend reinvestment plan, or (v) stock dividends paid by the Company where
the dividend stock is the same as that on which the dividend is paid), (b) the
Company shall not make any payment of interest on or principal of (or premium,
if any, on) or repay, repurchase or redeem any debt securities (including
guarantees) issued by the Company that rank pari passu with or junior to the
Debentures and (iii) the Company shall not make any guarantee payments with
respect to the foregoing (other than pursuant to the Guarantees). Prior to the
termination of any such Extension Period, the Company may further extend such
Extension Period; provided, however, that such Extension Period, together with
all such previous and further extensions thereof, may not exceed 20 consecutive
quarters; and provided further, that no Extension Period may extend beyond the
maturity date of the Debentures. Upon the termination of any Extension Period
and the payment of all amounts then due, the Company may commence a new
Extension Period, subject to the above requirements. No interest during an
Extension Period shall be due and payable.
5
If the Institutional Trustee shall be the sole Holder of the Debentures at
the time the Company selects an Extension Period, the Company shall give written
notice to the Regular Trustees, the Institutional Trustee and the Trustee of its
selection of such Extension Period at least one Business Day prior to the
earlier of (i) the date the distributions on the Preferred Securities would be
payable, if not for such Extension Period or (ii) if the Preferred Securities
are listed on the Nasdaq National Market or any other stock exchange or
quotation system, the date the Regular Trustees are required to give notice to
any applicable self-regulatory organization or to holders of the Preferred
Securities of the record date or the date such Distribution would be payable if
not for such Extension Period, but in any event not less than one Business Day
prior to such record date.
If the Institutional Trustee shall not be the sole Holder of the Debentures
at the time the Company selects an Extension Period, the Company shall give the
Holders of the Debentures and the Trustee written notice of its selection of
such Extension Period at least ten Business Days prior to the earlier of (i) the
next succeeding Interest Payment Date or (ii) the date upon which the Company is
required to give notice to any applicable self-regulatory organization or to
Holders of the Debentures on the record or payment date of such related interest
payment.
The quarter in which any notice is given pursuant to paragraphs second and
third of this Section 2 shall be counted as one of the 20 quarters permitted in
the maximum Extension Period permitted under paragraph one of this Section 2.
(3) Paying Agent and Security Registrar. The Trustee will act as Paying
Agent, Security Registrar and Conversion Agent. The Company may change any
Paying Agent, Security Registrar, co-registrar or Conversion Agent without prior
notice. The Company or any of its Affiliates may act in any such capacity.
(4) Redemption. The Debentures are redeemable, in whole or in part, at any
time or from time to time on or after November 25, 2000 upon not less than 30
nor more than 60 days' notice at the redemption prices (expressed as a
percentage of the principal amount of Debentures) specified below for the 12
month period commencing November 25 in the year indicated:
Percentage of
Principal
Year Amount
----- -----------------
2000 102.60 %
2001 101.30
and 100% if redeemed on or after November 25, 2002
6
plus, in each case, accrued and unpaid interest (including Additional Interest
and Compound Interest, if any) to, but not including the date set for
redemption. On and after the Redemption Date, interest ceases to accrue on the
Debentures or portions of them called for redemption.
The Company may also redeem the Debentures, in whole or in part, at any
time under certain circumstances upon the occurrence of a Tax Event (as defined
in the Declaration), at a redemption price equal to 100% of the principal amount
to be redeemed plus accrued but unpaid interest, including Additional Interest
and Compound Interest, if any, to the date set for redemption. On and after the
date set for redemption, interest ceases to accrue on the Debentures or portions
of them called for redemption.
Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Debentures to be redeemed, at such Holder's address appearing in
the Security Register. The Debentures in denominations larger than $50 may be
redeemed in part but only in integral multiples of $50. In the event of a
redemption of less than all of the Debentures, the Debentures will be chosen for
redemption by the Trustee in accordance with the Indenture.
If this Debenture is redeemed subsequent to a Regular Record Date with
respect to any Interest Payment Date specified above and on or prior to such
Interest Payment Date, then any accrued interest will be paid to the person in
whose name this Debenture is registered at the close of business on such record
date.
(5) Sinking Fund. The Debentures are not entitled to the benefit of any
sinking fund.
(6) Subordination. The payment of the principal of (including redemption
payments), premium, if any, or interest (including Additional Interest and
Compound Interest, if any) on, the Debentures is subordinate and junior in right
of payment to all existing and future Senior Indebtedness, whether outstanding
at the date of this Indenture or thereafter incurred. Each holder, by accepting
a Debenture, agrees to such subordination and authorizes and directs the Trustee
on its behalf to take such action as may be necessary or appropriate to
effectuate the subordination so provided and appoints the Trustee as its
attorney-in-fact for such purpose.
(7) Conversion. The Holder of any Debenture has the right, exercisable at
any time on or after January 25, 1998 and prior to 5:00 P.M. (Eastern time) on
the Business Day immediately preceding the date of repayment of such Debentures,
whether at maturity or upon redemption (or, in the case of Convertible
Debentures called for redemption, the close of business or the Business Day
prior to the Redemption Date), at the Initial Conversion Price, to convert the
principal amount thereof (or any portion thereof that is an integral multiple of
$50) into fully paid and nonassessable shares of Common Stock of the Company at
an initial conversion rate of 2.1973 shares of Common Stock for each Debenture
(equal to a conversion price of $22.755 per share of Common Stock), subject to
adjustment under certain circumstances. The number of shares issuable upon
conversion of a Debenture is determined by dividing the principal amount of the
Debenture converted by the conversion price in effect on the Conversion Date. No
fractional shares will be issued upon conversion but a cash adjustment will be
made for any fractional
7
interest. The outstanding principal amount of any Debenture shall be reduced by
the portion of the principal amount thereof converted into shares of Common
Stock.
To convert a Debenture, a Holder must (i) complete and sign a conversion
notice substantially in the form attached hereto, (ii) surrender the Debenture
to a Conversion Agent, (iii) furnish appropriate endorsements or transfer
documents if required by the Security Registrar or Conversion Agent and (iv) pay
any transfer or similar tax, if required. If a Notice of Conversion is
delivered on or after the Regular Record Date and prior to the subsequent
Interest Payment Date, the Holder shall be required to pay to the Company the
interest payment on the subsequent Interest Payment Date and, will be entitled
to receive the interest payable on the subsequent Interest Payment Date, on the
portion of Debentures to be converted notwithstanding the conversion thereof
prior to such Interest Payment Date. Notwithstanding the foregoing, if, during
an Extension Period, a notice of redemption is mailed pursuant to Section 11.06
of the Indenture and a Debenture is converted after such mailing but prior to
the relevant Redemption Date, all accrued but unpaid interest (including
Additional Interest and Compound Interest, if any) through the date of
conversion shall be paid to the holder of such Debenture on the Redemption Date.
Except as otherwise expressly provided in the immediately preceding two
sentences, in the case of any Debenture that is converted prior to any Regular
Record, interest whose Stated Maturity is after the date of conversion of such
Debenture shall not be payable, and the Company shall not make nor be required
to make any other payment, adjustment or allowance with respect to accrued but
unpaid interest (including Additional Interest and Compound Interest, if any) on
the Debentures being converted, which shall be deemed to be paid in full. If any
Debenture called for redemption is converted, any money deposited with the
Trustee or with any Paying Agent or so segregated and held in trust for the
redemption of such Debenture shall (subject to any right of the Holder of such
Debenture or any Predecessor Debenture to receive interest as provided in the
last paragraph of Section 3.07 of the Indenture and this paragraph) be paid to
the Company upon Company Request or, if then held by the Company, shall be
discharged from such trust.
(8) Registration, Transfer, Exchange and Denominations. As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Debenture is registrable in the Security Register, upon surrender of this
Debenture for registration of transfer at the office or agency of the Company,
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 Debentures, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Debentures are issuable only in registered form without coupons in
denominations of $50 and integral multiples thereof. 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
Debenture 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 Debenture
is registered as the owner hereof for all purposes, whether or not this
Debenture be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary. In the event of redemption or
conversion of this Debenture in part only, a new
8
Debenture or Debentures for the unredeemed or unconverted portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
(9) Persons Deemed Owners. Except as provided in the Indenture, the
registered Holder of a Debenture may be treated as its owner for all purposes.
(10) Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee and the Paying Agent shall pay the
money back to the Company at its written request. After that, holders of
Debentures entitled to the money must look to the Company for payment unless an
abandoned property law designates another Person and all liability of the
Trustee and such Paying Agent with respect to such money shall cease.
(11) Defaults and Remedies. The Debentures shall have the Events of
Default as set forth in Section 5.01 of the Indenture. Subject to certain
limitations in the Indenture, if an Event of Default occurs and is continuing,
the Trustee by notice to the Company or the holders of at least 25% in aggregate
principal amount of the then outstanding Debentures by notice to the Company and
the Trustee may declare all the Debentures to be due and payable immediately.
The holders of a majority in principal amount of the Debentures then
outstanding by written notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of the
acceleration. Holders may not enforce the Indenture or the Debentures except as
provided in the Indenture. Subject to certain limitations, holders of a
majority in principal amount of the then outstanding Debentures issued under the
Indenture may direct the Trustee in its exercise of any trust or power. The
Debentures are unsecured general obligations of the Company. The Company must
furnish annually compliance certificates to the Trustee. The above description
of Events of Default and remedies is qualified by reference to, and subject in
its entirety by, the more complete description thereof contained in the
Indenture.
(12) Amendments, Supplements and Waivers. 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 Debentures 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 Debentures at the time outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Debentures at the time outstanding, on behalf of the
Holders of all the Debentures 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 Debenture
shall be conclusive and binding upon such Holder and upon all future Holders of
this Debenture and of any Debenture 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 Debenture.
9
(13) Trustee Dealings with the Company. The Trustee, in its individual or
any other capacity may become the owner or pledgee of the Debentures and may
otherwise deal with the Company or an Affiliate with the same rights it would
have, as if it were not Trustee, subject to certain limitations provided for in
the Indenture and in the TIA. Any Agent may do the same with like rights.
(14) No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Debentures or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Holder of the Debentures by accepting a Debenture waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Debentures.
(15) Governing Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THE INDENTURE AND THE SECURITIES WITHOUT REGARD TO CONFLICT OF LAW
PROVISIONS THEREOF.
(16) Authentication. The Debentures shall not be valid until authenticated
by the manual or facsimile signature of an authorized officer of the Trustee or
an authenticating agent.
10
-------------------
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this Debenture
to:
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ----------------
(Insert assignee's social security or tax identification number)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ----------------
(Insert address and zip code of assignee)
and irrevocably appoints
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
agent to
- ---------------------------------------------------------------------
transfer this Debenture on the books of the Company. The agent may substitute
another to act for him or her.
Date:
------------------------------
- -----------------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Debenture)
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 substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
11
NOTICE OF CONVERSION
To: Wilmington Trust Company, as Conversion Agent
The undersigned owner of these Debentures hereby irrevocably exercises the
option to convert these Debentures, or the portion below designated, into Common
Stock (the "Common Stock") of Breed Technologies, Inc. (the "Company") in
accordance with the terms of the Indenture, between the Company and Wilmington
Trust Company, as Trustee. Pursuant to the aforementioned exercise of the
option to convert this Debenture, the undersigned hereby directs the Conversion
Agent to convert the Debentures herein designated, on behalf of the undersigned,
into Common Stock (at the conversion rate specified in the terms of the
Debentures).
The undersigned also hereby directs the Conversion Agent that the shares
issuable and deliverable upon conversion, together with any check in payment for
fractional shares, be issued in the name of and delivered to the undersigned,
unless a different name has been indicated in the assignment below. If shares
are to be issued in the name of a person other than the undersigned, the
undersigned will pay all transfer taxes payable with respect thereto.
12
Date:
--------------------
Number of Debentures to be converted ($50 or integral
multiples thereof):
--------------------------
If a name or names other than the undersigned, please indicate in the spaces
below the name or names in which the shares of Common Stock are to be issued,
along with the address or addresses of such person or persons.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- ----------------------------------------
(Sign exactly as your name appears on the Debenture) (for conversion only)
Please Print or Typewrite Name and
Address, Including Zip Code, and Social
Security or Other Identifying Number.
- ------------------------------------
- ------------------------------------
- ------------------------------------
Signature Guarantee:/2/
-------------
- --------------------------
/2/ 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 substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
13