Exhibit 4.4
No. $
DELPHI FINANCIAL GROUP, INC.
promises to pay to or the registered assigns
the principal sum of Dollars on .
[TITLE OF SECURITY]
Interest Payment Dates:
Record Dates:
Dated:
DELPHI FINANCIAL GROUP, INC.
By:
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By:
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This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
[ ],
as Trustee,
By:
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Authorized Signatory
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DELPHI FINANCIAL GROUP, INC.
[TITLE OF SECURITY]
1. Interest.(1)
DELPHI FINANCIAL GROUP, INC. (the "Company"), a Delaware corporation,
promises to pay interest on the principal amount of this Security at the rate
per annum shown above. The Company will pay interest semiannually on and ,
commencing on . Interest on the Securities will accrue from the most recent date
to which interest has been paid or, if no interest has been paid, from .
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.
2. Method of Payment.(2)
The Company will pay interest on the Securities (except defaulted interest)
to the persons who are registered holders of Securities at the close of business
on or , as the case may be, next preceding the interest payment date. Holders
must surrender Securities to a Paying Agent to collect principal payments. The
Company will pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts. The
Company may, however, pay principal and interest by check payable in such money.
It may mail an interest check to a holder's registered address.
3. Paying Agent and Registrar.
Initially, , as Trustee (the "Trustee"), will act as Paying Agent and
Registrar. The Company may change any Paying Agent and Registrar. The Company
may change any Paying Agent, Registrar or co-Registrar without notice. The
Company or any of its subsidiaries may act as Paying Agent, Registrar or
co-Registrar.
4. Indenture; Bond Resolution or Supplemental Indenture.
The Company issued the Securities of this series under an Indenture dated
as of , 1994 (the "Indenture") between the Company and the Trustee. The
Securities of this series are unsecured general obligations of the Company
limited in aggregate principal amount to $ . The Indenture does not limit other
unsecured debt. The terms of the Securities include those stated in the
Indenture, those stated in a Bond Resolution or Supplemental Indenture creating
the series and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code ss.ss. 77aaa-77bbb) as amended and as in
effect on the date of the Indenture. The Securities are subject to all such
terms, and Securityholders are referred to the Indenture, the Bond Resolution or
Supplemental Indenture and such Act for a statement of them.
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5. Optional Redemption.(3)
On or after , , the Company may redeem all the Securities at any time or
some of them from time to time at the following redemption prices (expressed in
percentages of principal amount), plus accrued interest to the redemption date.
If redeemed during the 12-month period beginning , ----------
Year Percentage Year Percentage
and thereafter at 100%.
6. Mandatory Redemption.(4)
The Company will redeem $ principal amount of Securities on and on each
thereafter through at a redemption price of 100% of principal amount, plus
accrued interest to the redemption date.(5) The Company may reduce the principal
amount of Securities to be redeemed pursuant to this paragraph by subtracting
100% of the principal amount (excluding premium) of any Securities (i) that the
Company has acquired or that the Company had redeemed other than pursuant to
this paragraph and (ii) that the Company has delivered to the Registrar for
cancellation. The Company may so subtract the same Security only once.
7. Additional Optional Redemption.(6)
In addition to redemptions pursuant to the above paragraph(s), the Company
may redeem not more than $ principal amount of Securities on and on each
thereafter through at a redemption price of 100% of principal amount, plus
accrued interest to the redemption date.
8. Notice of Redemption.(7)
Notice of redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each holder of Securities to be redeemed at
his or her registered address.
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9. Subordination.
The Securities are subordinated in right of payment, in the manner and to
the extent set forth in the Indenture, to the prior payment in full of all
Senior Indebtedness (as defined in the Indenture, or as set forth in one or more
indentures supplemental hereto, a Board Resolution in accordance with Section
301 of the Indenture or in this Security). Each Holder by accepting a Security
agrees to such subordination and authorizes the Trustee to give it affect.
10. Denominations, Transfer, Exchange.
The Securities are in registered form without coupons in denominations of
$1,0008 and integral multiples of $1,000. A holder may transfer or exchange
Securities in accordance with the Indenture. The Registrar may require a holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or permitted by the Indenture. The
Registrar need not transfer or exchange any Securities for a period 15 days
before a selection of Securities to be redeemed or transfer or exchange any
Securities or portions of them selected for redemption.
11. Persons Deemed Owners.
The registered holder of a Security may be treated as its owner for all
purposes.
12. Unclaimed Money.
If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent will pay the money back to the Company at its
request. After that, Holders entitled to the money must look to the Company for
payment unless an abandoned property law designates another person.
13. Amendment, Supplement, Waiver.
Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented by the Company with the consent of the Holders of at
least a majority in principal amount of the Securities of all series affected by
the amendment, and any past default on a series or compliance with any provision
may be waived with the consent of the Holders of a majority in principal of the
Securities of the series.(9) Without the consent of any Securityholder, the
Company may amend or supplement the Indenture or the Securities to cure any
ambiguity, defect or inconsistency, to evidence the succession of another
corporation to the Company, to provide that specific provisions of the Indenture
will not apply to a series not previously issued, to provide for uncertificated
Securities in addition to or in place of certificated Securities, to create a
series and establish its terms, to provide for a separate Trustee for
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one or more series, to add to covenants of the Company or surrender any rights
or power conferred upon the Company, to evidence or provide for a successor
Trustee or to make any change that does not materially adversely affect the
rights of any Securityholder.
14. Successor Corporation.
When a successor corporation assumes all the obligations of its predecessor
under the Securities and the Indenture, the predecessor corporation will be
released from those obligations.
15. Defeasance Prior to Redemption or Maturity.(10)
Subject to certain conditions, the Company at any time may terminate some
or all of its obligations under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal and interest on the Securities to redemption or maturity.
16. Defaults and Remedies.
An Event of Default(11) is: default for 30 days in payment of interest on
the Securities; default in payment of principal on the Securities (at maturity,
upon redemption or otherwise); failure by the Company for 60 days after notice
to it to comply with any of its other covenants, conditions or agreements in the
Indenture or the Securities; acceleration of in excess of an aggregate of
$10,000,000 of indebtedness for money borrowed of the Company or any Subsidiary
under the terms of the instrument under which such indebtedness is or may be
outstanding if such acceleration is not rescinded or annulled prior to the entry
of a final judgment in favor of the holders thereof; failure by the Company or
any Subsidiary to stay or discharge a final judgment entered in a court for the
payment of $10,000,000 or more rendered against the Company or any Subsidiary
within 60 days after the date permitting appeal thereof has expired and all
rights to appeal have been extinguished; and certain events of bankruptcy or
insolvency. If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the outstanding Securities may
declare the Securities to be due and payable immediately.(12) Securityholders
may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Securities. Subject to certain limitations,
holders of a majority in principal amount of the outstanding Securities may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from the notice of any continuing default (except a default in payment
of principal or interest) if its determines that withholding notice is in
Securityholders' interest. The Company is required to file periodic reports with
the Trustee as to the absence of default.
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17. Trustee Dealings with Company.
, the Trustee under the Indenture in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Company or
its Affiliates, and may otherwise deal with the Company or its Affiliates, as if
it were not Trustee subject to the Trust Indenture Act.
18. 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 Securities
or the Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.
19. Authentication.
This Security shall not be valid until the Trustee manually signs the
certificate of authentication on the other side of this Security.
20. Abbreviations.
Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).
21. Requests for Copies.
The Company will furnish to any Securityholder upon written request and
without charge a copy of the Indenture and the Bond Resolution or Supplemental
Indenture. Requests may be made to: Secretary, Delphi Financial Group, Inc.,
1105 North Market Street, Suite 1230, P.O. Box 8985, Wilmington, Delaware 19899.
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NOTES
1. If the Security is not to bear interest at a fixed rate per annum, insert a
description of the manner in which the rate of interest is to be
determined. If the Security is not to bear interest prior to maturity, so
state.
2. If the method or currency of payment is different, insert a statement
thereof.
3. If applicable.
4. If applicable.
5. If the Security is a Discounted Security, insert amount to be redeemed or
method of calculating such amount.
6. If applicable. Also insert, if applicable, provisions for repayment of
Securities at the option of the Securityholder.
7. If applicable.
8. If applicable. Insert additional or different denominations.
9. If different terms apply, insert a brief summary thereof.
10. If applicable. If different defeasance terms apply, insert a brief summary
thereof.
11. If additional or different Events of Default apply, insert a brief summary
thereof.
12. If the Security is a Discounted Security, set forth the amount due and
payable upon the Event of Default.
Note: If additional covenants apply, insert a brief summary thereof where
appropriate. In addition, U.S. tax law may require certain legends on
Discounted Securities.
ASSIGNMENT FORM
If you the holder want to assign this Security, fill in the form below and
have your signature guaranteed:
I or we assign and transfer this Security to
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(Insert assignee's social security or tax ID number)
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(Print or type assignee's name, address and zip code)
and irrevocably appoint
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agent to transfer this Security on the books of the Company.
The agent may substitute another to act for him.
Date: Your Signature:
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(Sign exactly as your name appears on
the other side of this Security)
Signature Guarantee:
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