THIRD AMENDMENT TO CREDIT AGREEMENT (REVOLVER INCREASE)
THIRD AMENDMENT TO CREDIT AGREEMENT (REVOLVER INCREASE) (this “Agreement”), dated as of July 1, 2024 (and effective as set forth below), among GREATBATCH LTD., a New York corporation (the “Borrower”), INTEGER HOLDINGS CORPORATION, a Delaware corporation (the “Parent”), the Subsidiary Guarantors (as defined in the Existing Credit Agreement referred to below) party hereto, the Incremental Revolving Credit Lenders (as defined below) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H:
WHEREAS, the Borrower, the Parent, the lenders party thereto (the “Lenders”) and the Administrative Agent have entered into that certain Credit Agreement, dated as of September 2, 2021 (as previously modified by that certain Incremental Term Loan Agreement dated as of December 1, 2021, amended by that certain First Amendment to Credit Agreement dated as of January 30, 2023, amended by that certain Second Amendment to Credit Agreement dated as of February 15, 2023, and as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and as hereby amended and as from time to time further amended, modified, supplemented, restated, or amended and restated, the “Credit Agreement”);
WHEREAS, the Borrower has requested an Incremental Revolving Credit Increase in the aggregate principal amount of $300,000,000, in accordance with Section 5.13 of the Existing Credit Agreement (the “Third Amendment Revolving Credit Increase”);
WHEREAS, subject to the terms of this Agreement, certain of the Revolving Credit Lenders identified on the signature pages hereto (each an “Incremental Revolving Credit Lender”) are severally willing to provide a portion of the Third Amendment Revolving Credit Increase;
WHEREAS, the Borrower has requested, and subject to the terms and conditions set forth herein, the Administrative Agent and the Incremental Revolving Credit Lenders have agreed to further amend the Existing Credit Agreement as more specifically set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:
SECTION 1. Revolving Credit Facility Increase; Reallocation.
(a)Each Incremental Revolving Credit Lender severally agrees that its Revolving Credit Commitment after giving effect to the Third Amendment Revolving Credit Increase shall be as set forth opposite such Lender’s name on Annex A hereto.
(b)The parties hereto hereby agree that (i) this Agreement constitutes a request for an Incremental Revolving Credit Increase pursuant to Section 5.13 of the Credit Agreement, (ii) the Third Amendment Revolving Credit Increase is being incurred pursuant to clause (c)(i) of the definition of “Incremental Facilities Limit”, (iii) the parties hereto hereby waive any prior notice required thereby, and (iv) this Agreement shall be deemed to be an “Incremental Amendment” in accordance with Section 5.13(f) of the Credit Agreement.
(c)Pursuant to Section 5.13 of the Credit Agreement, on the Third Amendment Effective Date (as defined below) and after giving effect to this Agreement, the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent among the Revolving Credit Lenders (including the Incremental Revolving Credit Lenders providing the Third Amendment Revolving Credit Increase) in accordance with their revised Revolving Credit Commitment Percentages (and the Revolving Credit Lenders (including the Incremental Revolving Credit Lenders providing the Third Amendment Revolving Credit Increase) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 5.9 of the Credit Agreement in connection with such reallocation as if such reallocation were a repayment).
SECTION 2. Conditions of Effectiveness of this Agreement. This Agreement shall become effective on the date when the following conditions shall have been satisfied or waived (such date, the “Third Amendment Effective Date”):
(a)The Administrative Agent’s receipt of the following, each in form and substance reasonably satisfactory to the Administrative Agent:
(i)this Agreement, duly executed by each of the Credit Parties existing as of the Third Amendment Effective Date, the Administrative Agent and each of the Incremental Revolving Credit Lenders;
(ii)a certificate of a Responsible Officer (or the secretary or assistant secretary) of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that (A) the articles or certificate of incorporation or formation (or equivalent), bylaws or other governing documents, as applicable, of such Credit Party have not been amended, restated, supplemented or otherwise modified since the date of the Existing Credit Agreement (or the most recent date of delivery to the Administrative Agent), (B) the bylaws or other governing document of such Credit Party have not been amended, restated, supplemented or otherwise modified since the date of the Existing Credit Agreement (or the most recent date of delivery to the Administrative Agent) and (C) attached thereto, or referenced therein, is a true, correct and complete copy of resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and any related documentation;
(iii)certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; and
(iv)an opinion from counsel to the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent.
(b)The representations and warranties set forth in Section 3 shall be true and correct.
(c)No Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to this Agreement.
(d)The Borrower shall have paid all fees and expenses required to be paid on the Third Amendment Effective Date.
◦For purposes of determining compliance with the conditions specified in this Section 2, the Administrative Agent and each Incremental Revolving Credit Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Incremental Revolving Credit Lender unless the Administrative Agent shall have received notice from such Incremental Revolving Credit Lender prior to the proposed Third Amendment Effective Date specifying its objection thereto.
•SECTION 3. Representations and Warranties. To induce the Administrative Agent and the Incremental Revolving Credit Lenders party hereto to enter into this Agreement, each Credit Party represents and warrants to the Administrative Agent and the Incremental Revolving Credit Lenders on and as of the Third Amendment Effective Date that, in each case:
(a)each of the representations and warranties contained in Article VII of the Credit Agreement are true and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty is true, correct and complete in all respects, with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty remains true and correct as of such earlier date);
(b)no Event of Default has occurred and is continuing immediately prior to or after giving effect to this Agreement;
(c)it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement in accordance with their respective terms; and
(d)this Agreement has been duly executed and delivered by the duly authorized officers, managers, managing members or other authorized person of each Credit Party that is a party thereto, and each such document constitutes the legal, valid and binding obligation of each Credit Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.
SECTION 4. Credit Party Acknowledgements, Agreements and Confirmations. By its execution of this Agreement, each Credit Party hereby (a) consents to this Agreement and agrees that the transactions contemplated by this Agreement shall not limit or diminish the obligations of such Credit Party, or release such Credit Party from any obligations, under any of the Loan Documents to which it is a party, (b) confirms and reaffirms its obligations under each of the Loan Documents to which it is a party and (c) agrees that each of the Loan Documents to which it is a party remain in full force and effect and are hereby ratified and confirmed.
SECTION 5. Reference to and Effect on the Credit Agreement and the Loan Documents.
(a) On and after the Third Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “herein,” “hereto”, “hereof” and “hereunder” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended and supplemented by this Agreement.
(b) The Credit Agreement and each of the other Loan Documents, as specifically amended and supplemented by this Agreement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. Without limiting the generality of the foregoing, the Security Documents in effect immediately prior to the date hereof and all of the Collateral described therein in existence immediately prior to the date hereof do and shall continue to secure the payment of all Secured Obligations.
(d) This Agreement is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning its subject matter. This Agreement shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 6. Costs and Expenses. The Borrower hereby reconfirms its obligations pursuant to Section 12.3 of the Credit Agreement to pay and reimburse the Administrative Agent for all reasonable fees, costs and expenses in accordance with the terms thereof.
◦SECTION 7. Governing Law; Jury Trial Waiver. This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 8. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement may be executed by Electronic Signatures or in the form of an Electronic Record pursuant to, and in accordance with, the provisions of Section 12.16 of the Credit Agreement.
[Signature pages to follow]
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written.
BORROWER:
GREATBATCH LTD.
By: /s/ Tom P. Thomas_________________________
Name: Tom P. Thomas
Title: Vice President
PARENT:
INTEGER HOLDINGS CORPORATION
By: /s/ Tom P. Thomas_________________________
Name: Tom P. Thomas
Title: Vice President
GUARANTORS:
GBV, LLC
By: /s/ Tom P. Thomas_________________________
Name: Tom P. Thomas
Title: President
ELECTROCHEM SOLUTIONS, INC.
By: /s/ Tom P. Thomas_________________________
Name: Tom P. Thomas
Title: Vice President
LAKE REGION MEDICAL, INC.
By: /s/ Tom P. Thomas_________________________
Name: Tom P. Thomas
Title: Vice President
Integer Holdings Corporation
Third Amendment to Credit Agreement (Revolver Increase)
Signature Page
ACCELLENT LLC
By: /s/ Tom P. Thomas_________________________
Name: Tom P. Thomas
Title: Vice President
LAKE REGION MANUFACTURING, INC.
By: /s/ Tom P. Thomas_________________________
Name: Tom P. Thomas
Title: Vice President
VENUSA, LTD.
By: /s/ Tom P. Thomas_________________________
Name: Tom P. Thomas
Title: Vice President
OSCOR INC.
By: /s/ Tom P. Thomas_________________________
Name: Tom P. Thomas
Title: Vice President
OSCOR CARIBE, LLC
By: /s/ Tom P. Thomas_________________________
Name: Tom P. Thomas
Title: Vice President
CPE 1, LLC
By: /s/ Tom P. Thomas_________________________
Name: Tom P. Thomas
Title: President
Integer Holdings Corporation
Third Amendment to Credit Agreement (Revolver Increase)
Signature Page
PULSE TECHNOLOGIES, INC.
By: /s/ Tom P. Thomas_________________________
Name: Tom P. Thomas
Title: Vice President
Integer Holdings Corporation
Third Amendment to Credit Agreement (Revolver Increase)
Signature Page
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender, Swingline Lender and an Incremental Revolving Credit Lender
By: _/s/ Andrea Chen____________________________
Name: Andrea Chen
Title: Managing Director
Integer Holdings Corporation
Third Amendment to Credit Agreement (Revolver Increase)
Signature Page
BANK OF AMERICA, N.A., as an Incremental Revolving Credit Lender
By: _/s/ Alexander L. Rody______________________
Name: Alexander L. Rody
Title: Senior Vice President
Integer Holdings Corporation
Third Amendment to Credit Agreement (Revolver Increase)
Signature Page
CITIBANK, N.A., as an Incremental Revolving Credit Lender
By: __/s/ Nicholas Bancroft_____________________
Name: Nicholas Bancroft
Title: Authorized Signer
Integer Holdings Corporation
Third Amendment to Credit Agreement (Revolver Increase)
Signature Page
Annex A
REVOLVING CREDIT COMMITMENTS AND REVOLVING CREDIT COMMITMENT PERCENTAGES
| | | | | | | | |
| Lender | Revolving Credit Commitment | Revolving Credit Commitment Percentage |
| Wells Fargo Bank, National Association | $176,030,769.23 | 22.003846154% |
| Bank of America, N.A. | $168,500,000.00 | 21.062500000% |
| Citibank, N.A. | $168,500,000.00 | 21.062500000% |
| Fifth Third Bank, National Association | $65,000,000.00 | 8.125000000% |
| KeyBank, National Association | $50,769,230.77 | 6.346153846% |
| Santander Bank, N.A. | $94,800,000.00 | 11.850000000% |
| Manufacturers and Traders Trust Company | $39,200,000.00 | 4.900000000% |
| Regions Bank | $37,200,000.00 | 4.650000000% |
| Hancock Whitney Bank | $0.00 | 0.000000000% |
| Total | $800,000,000.00 | 100.000000000% |
Integer Holdings Corporation Announces Conversion Period
for 2.125% Convertible Senior Notes due 2028 and Upsize of Revolving Credit Facility
PLANO, TX – July 1, 2024 - Integer Holdings Corporation (NYSE: ITGR) (“Integer” or the “Company”), a leading medical device contract development and manufacturing organization, today notified holders of its 2.125% Convertible Senior Notes due 2028 (the “Notes”) that the Notes are convertible, at the option of the holders (the “Conversion Option”) beginning on July 1, 2024, and ending at the close of business on September 30, 2024. The Notes are convertible into cash, up to the principal amount of the Notes, and in cash, shares of the Company’s common stock or a combination thereof, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes being converted. Any determination regarding the convertibility of the Notes during future periods will be made in accordance with the terms of the Indenture governing the Notes.
The Notes became convertible because the last reported sale price of shares of the Company’s common stock, for at least 20 trading days during the period of 30 consecutive trading days ending on, and including, the last trading day of the calendar quarter ended June 30, 2024, was greater than 130% of the conversion price in effect on each applicable trading day.
The Notes are convertible at a conversion rate of 11.4681 shares of common stock per $1,000 principal amount of Notes, which is equivalent to a conversion price of approximately $87.20 per share of common stock.
The Company has issued a notice to holders with respect to the Conversion Option specifying the applicable terms, conditions and procedures. The notice is available through The Depository Trust Company or by requesting a copy from Wilmington Trust, National Association, which is serving as the conversion agent, at:
Wilmington Trust, National Association
1310 Silas Deane Highway
Wethersfield, CT 06109
Attn: Integer Holdings Corporation Notes Administrator
None of the Company, its Board of Directors or its employees has made or is making any representation or recommendation to any holder as to whether to exercise or refrain from exercising the Conversion Option.
This press release is not an offer to sell, nor a solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
Amended Credit Agreement
The Company also entered into an amendment to its existing credit agreement to increase the maximum borrowing capacity of the Company under its revolving credit facility by $300 million, from $500 million to $800 million.
“Given the strength of our balance sheet, we continue to enhance our sources of liquidity to provide flexibility in achieving our long-term strategic objectives, while remaining committed to our 2.5 to 3.5 debt leverage target,” said Diron Smith, Chief Financial Officer of Integer. "We appreciate the confidence expressed by our lenders through their ongoing commitment and support.”
About Integer®
Integer Holdings Corporation (NYSE: ITGR) is one of the largest medical device contract development and manufacturing organizations (CDMO) in the world, serving the cardiac rhythm management, neuromodulation, and cardio and vascular markets. As a strategic partner of choice to medical device companies and OEMs, the Company is committed to enhancing the lives of patients worldwide by providing innovative, high-quality products and solutions. The Company's brands include Greatbatch Medical®, Lake Region Medical® and Electrochem®. Additional information is available at www.integer.net.
| | | | | |
| Investor Relations: | Media Relations: |
| Andrew Senn | Kelly Butler |
andrew.senn@integer.net | kelly.butler@integer.net |
| 763.951.8312 | 469.731.6617 |
INTEGER HOLDINGS CORPORATION.
5830 Granite Parkway, Suite 1150
Plano, Texas 75024
To: Holders of Integer Holdings Corporation’s 2.125% Convertible Senior Notes due 2028 (CUSIP: 45826H AB5) (the “Notes”)
Wilmington Trust, National Association, as Trustee
1310 Silas Deane Highway
Wethersfield, CT 06109
Attention: Integer Holdings Corporation Notes Administrator
Re: Revised Notice of Convertibility of Notes
Ladies and Gentlemen:
Reference is hereby made to the Indenture, dated as of February 3, 2023 (the “Indenture”), by and between Integer Holdings Corporation (the “Company”) and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
Pursuant to Section 14.01(b)(iv) of the Indenture, the Notes shall become convertible during any calendar quarter after the calendar quarter ending March 31, 2023 (and only during such calendar quarter) and prior to the close of business on the Trading Day immediately preceding November 15, 2027, if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day (the “Sale Price Conversion Condition”).
The Company hereby provides notice that the Sale Price Conversion Condition has been satisfied with respect to the calendar quarter ended June 30, 2024 and, accordingly, Holders may convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of their Notes during the calendar quarter ending September 30, 2024 in accordance with the requirements of the Indenture, including with respect to Section 14.02 of the Indenture, at the Conversion Rate of 11.4681 shares of Common Stock per $1,000 principal amount of Notes, subject to the terms of the Indenture.
No adjustment to the Conversion Rate pursuant to Section 14.03 of the Indenture has taken effect as a result of the satisfaction of the Sale Price Conversion Condition.
Conversion Procedures
The following sets forth the procedures a Holder must follow to convert their Notes:
Holders of beneficial interests in a Global Note. Holders of a beneficial interest in a Global Note need only comply with The Depository Trust Company’s procedures for converting a beneficial interest in a Global Note and, if required, pay funds equal to any interest payable on the next Interest Payment Date to which such Holder is not entitled.
Holders of certificated Notes. Holders of certificated Notes must (a) complete, manually sign and deliver to the Conversion Agent (including by facsimile) an irrevocable Notice of Conversion in the form attached hereto as Exhibit A which states the principal amount of Notes to be converted and the name or names in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation, (b) surrender such Notes, duly endorsed to the Company or in blank to the Conversion Agent, (c) if required, furnish appropriate endorsements and transfer documents, (d) if required, pay funds equal to any interest payable on the next Interest Payment Date to which such Holder is not entitled and (e) if required, pay all transfer or similar taxes, if any.
Conversion Date. A Holder’s Conversion Date means the date that such Holder has complied with the requirements summarized above pursuant to Section 14.02(b) of the Indenture.
Conversion Agent. The Trustee is acting as the Conversion Agent.
Interest for the Notes. Upon conversion, a Holder will not receive any separate cash payment or shares of Common Stock for accrued and unpaid interest unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates. The Company’s settlement shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest to, but not including, the relevant Conversion Date. As a result, accrued and unpaid Additional Interest to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.
Stock Taxes. If a Holder converts Notes, the Company will pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of the Company’s Common Stock upon the conversion, unless the tax is due because the Holder requests any shares to be issued in a name other than the Holder’s name, in which case the Holder will pay that tax.
Settlement upon Conversion
Method of Settlement. The Company will settle conversions of the Notes by paying cash up to the aggregate principal amount of the Notes to be converted and cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes being converted.
Delivery of Consideration. The Company will deliver the consideration due in respect of the Conversion Obligation no later than the second Business Day immediately following last Trading Day of the relevant Observation Period.
Fractional Shares. The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the last Trading Day of the relevant Observation Period. For each Note surrendered for conversion, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash.
INTEGER HOLDINGS CORPORATION
July 1, 2024
Exhibit A
Form of Notice of Conversion
NOTICE OF CONVERSION
The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 in principal amount or an integral multiple thereof) below designated, into cash and shares of Common Stock, if any, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 14.02(d) and Section 14.02(e) of the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture.
Dated:
Signature(s)
Signature Guarantee
Signature(s) must be guaranteed
by an eligible Guarantor Institution
(banks, stock brokers, savings and
loan associations and credit unions)
with membership in an approved
signature guarantee medallion program
pursuant to Securities and Exchange
Commission Rule 17Ad-15 if shares
of Common Stock are to be issued, or
Notes are to be delivered, other than
to and in the name of the registered holder.
Fill in for registration of shares if
to be issued, and Notes if to
be delivered, other than to and in the
name of the registered holder:
(Name)
(Street Address)
(City, State and Zip Code)
Please print name and address
Principal amount to be converted (if less than all):
$ ,000
NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.
Social Security or Other Taxpayer
Identification Number
