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EXHIBIT 4.5
FORM OF SERIES A CAPITAL SECURITY CERTIFICATE
[FORM OF FACE OF SECURITY]
[IF THIS CAPITAL SECURITY IS A GLOBAL CAPITAL SECURITY,
INSERT: THIS CAPITAL SECURITY IS A GLOBAL CAPITAL SECURITY WITHIN THE MEANING
OF THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (THE "CLEARING AGENCY") OR A NOMINEE OF THE CLEARING
AGENCY. THIS CAPITAL SECURITY IS EXCHANGEABLE FOR CAPITAL SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE CLEARING AGENCY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION, AND NO TRANSFER OF THIS
CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS CAPITAL SECURITY AS A WHOLE BY
THE CLEARING AGENCY TO A NOMINEE OF THE CLEARING AGENCY OR BY A NOMINEE OF THE
CLEARING AGENCY TO THE CLEARING AGENCY OR ANOTHER NOMINEE OF THE CLEARING
AGENCY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
UNLESS THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE CLEARING AGENCY TO THE TRUST OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE CLEARING AGENCY AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO., 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.]
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Certificate Number: [_____________________] Aggregate Liquidation
Amount: $[_____________________]
CUSIP Number:[______________________]
Certificate Evidencing Capital Securities
of
Hamilton Capital Trust I
[________________]% Capital Securities, Series A
(liquidation amount $10 per Capital Security)
Hamilton Capital Trust I, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that
[____________] (the "Holder") is the registered owner of [$[_________] in
aggregate liquidation amount of Series A Capital Securities of the Trust](1)
[the aggregate liquidation amount of Series A Capital Securities of the Trust
specified in Schedule A hereto](2) representing undivided preferred beneficial
interests in the assets of the Trust designated the [_____]% Capital Securities,
Series A (liquidation amount $10 per Capital Security) (the "Series A Capital
Securities"). The Series A Capital Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon surrender
of this certificate duly endorsed and in proper form for transfer. The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Series A Capital Securities represented hereby are issued and
shall in all respects be subject to the provisions of the Amended and Restated
Declaration of the Trust, dated as of December [___], 1998, as the same may be
amended from time to time (the "Declaration"), including the designation of the
terms of the Series A Capital Securities as set forth in Annex I to the
Declaration. Capitalized terms used but not defined herein shall have the
meaning given them in the Declaration. The Sponsor will provide a copy of the
Declaration, the Series A Capital Securities Guarantee and the Indenture
(including any supplemental indenture) 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 and to the benefits of
the Series A Capital Securities Guarantee to the extent provided therein.
By acceptance hereof, the Holder agrees, for United States
federal income tax purposes, to treat the Series A Debentures as indebtedness
and the Capital Securities as evidence of indirect beneficial ownership in the
Series A Debentures.
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(1) Insert in Definitive Capital Securities only.
(2) Insert in Global Capital Securities only.
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IN WITNESS WHEREOF, the Trust has executed this certificate
this [_______] day of [_______________ ____].
HAMILTON CAPITAL TRUST I
By:
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Name:
Administrative Trustee
PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the [_____]% Capital Securities, Series A of Hamilton
Capital Trust I referred to in the within-mentioned Declaration.
Dated:
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WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as Property Trustee
By:
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Authorized Signatory
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[FORM OF REVERSE OF SECURITY]
Distributions on each Capital Security will be payable at a fixed rate
per annum of [___]% (the "Coupon Rate") of the liquidation amount of $10 per
Series A Capital Security, such rate being the rate of interest payable on the
Series A Debentures to be held by the Property Trustee. Distributions in
arrears for more than one quarterly period will bear interest thereon
compounded quarterly at the Coupon Rate (to the extent permitted by applicable
law). The term "Distributions," as used herein, includes such cash
distributions and any and all such interest, if any, payable unless otherwise
stated. A Distribution is payable only to the extent that payments are made in
respect of the Series A Debentures held by the Property Trustee and to the
extent the Property Trustee has funds legally available therefor.
Distributions on the Series A Capital Securities will be
cumulative, will accumulate from the most recent date to which Distributions
have been paid or, if no Distributions have been paid, from December [___],
1998 and will be payable quarterly in arrears, on March 31, June 30, September
30 and December 31 of each year, commencing March 31, 1999, except as otherwise
described below. Distributions will be computed on the basis of a 360-day year
consisting of twelve 30-day months. As long as no Event of Default has occurred
and is continuing under the Indenture, the Debenture Issuer has the right under
the Indenture to defer payments of interest by extending the interest payment
period at any time and from time to time on the Series A Debentures for a
period not exceeding 20 consecutive calendar quarterly periods, including the
first such quarterly period during such extension period (each an "Extension
Period"), provided that no Extension Period shall end on a date other than an
Interest Payment Date for the Series A Debentures or extend beyond the Maturity
Date of the Series A Debentures. As a consequence of such deferral,
Distributions will also be deferred. Notwithstanding such deferral, quarterly
Distributions will continue to accumulate with interest thereon (to the extent
permitted by applicable law, but not at a rate exceeding the rate of interest
then accruing on the Series A Debentures) at the Coupon Rate compounded
quarterly during any such Extension Period. Prior to the termination of any
Extension Period, the Debenture Issuer may further defer payments of interest
by further extending such Extension Period; provided that such Extension
Period, together with all such previous and further extensions within such
Extension Period, may not (i) exceed 20 consecutive quarterly periods,
including the first quarterly period during such Extension Period, (ii) end on
a date other than an Interest Payment Date for the Series A Debentures or (iii)
extend beyond the Maturity Date of the Series A Debentures. Payments of
accumulated Distributions will be payable to Holders as they appear on the
books and records of the Trust on the record date immediately preceding the end
of the Extension Period. Upon the termination of any Extension Period and the
payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.
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Subject to receipt by the Sponsor of any and all required
regulatory approvals and to certain other conditions set forth in the
Declaration and the Indenture, the Property Trustee may, at the direction of
the Sponsor, at any time dissolve the Trust and, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, cause the
Series A Debentures to be distributed to the Holders of the Securities in
liquidation of the Trust or, simultaneously with any redemption of the Series A
Debentures, cause a Like Amount of the Securities to be redeemed by the Trust.
The Series A Capital Securities shall be redeemable as
provided in the Declaration.
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ASSIGNMENT
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FOR VALUE RECEIVED, the undersigned hereby assigns and transfers this Capital
Security Certificate to:
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(Assignee's social security or tax identification number)
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(Address and zip code of assignee)
and irrevocably appoints
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agent to transfer this Capital Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.
Date:
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Signature:
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(Sign exactly as your name appears on the other side of this Capital Security
Certificate)
Signature Guarantee:
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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.
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