(Reverse of Bond)
[ ⚫ ]% Unsecured Series [ ⚫ ] Bonds due _______
This Certificate of Bond is governed by that certain indenture by and between UMB Bank, N.A. (the “Trustee”) and the Company, dated as of , 20 (the “Indenture”), as amended or supplemented from time to time, relating to the offer of the bonds governed thereby by the Company. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to above, unless otherwise indicated.
SECTION 1. Interest. [The Company promises to pay]1/[In accordance with the second paragraph of this Section 1,]2 interest on the principal amount of the [ ⚫ ] Bonds represented by this certificate [at]1/[shall accrue and compound at a rate of]2 [ ⚫ ]% per annum from the date of issuance, up to but not including the last day of the [ ⚫ ] anniversary of the issuance date (the “Maturity Date”) subject to the Company’s option to extend the maturity date of all or any portion of the [ ⚫ ] Bonds, including all or any portion of any series thereof, for up to two (2) additional one-year periods in the Company’s sole discretion (each an “Extension Period”). With respect to the maturity or extension thereof of the [ ⚫ ] Bonds, the Company will send to the Bondholder written notice, no more than 210 days and no less than 60 days prior to the Maturity Date for the [ ⚫ ] Bonds, notifying the Bondholder of the [ ⚫ ] Bonds’ pending maturity and that the maturity of the Bonds will or will not be extended, as applicable; provided, that the Company may elect to extend or not extend the [ ⚫ ] Bonds at any time prior to the date that is 60 days prior to the Maturity Date (as may have been previously extended) regardless of any election contained in a prior notice to the Bondholder.
[For [ ⚫ ]]1/[The Series [ ⚫ ]]2 Bonds [will earn interest compounded monthly and not pay monthly cash distributions. At maturity]2, the Company will pay [interest due on the Bonds in equal monthly installments on the Interest Payment Dates, or if any such day is not a business day, the next business day]1/[the entirety of accrued interest and principal to the Bondholder]2. The Company shall pay interest on overdue [interest,]1 principal and premium, if any, from time to time on demand to the extent lawful at the interest rate applicable to the Bonds.
SECTION 2. Method of Payment. The Company will pay [the principal and]2 interest on the [ ⚫ ]/[Series [ ⚫ ]]2 Bonds to the Persons who are Bondholders at the close of the [Record Date, even if such [ ⚫ ] Bonds are canceled after such Record Date and on or before such Interest Payment]1/[Maturity]2 Date. The [ ⚫ ] Bonds will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Company shall pay principal, premium, if any, and interest on the [ ⚫ ] Bonds 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 (“U.S. Legal Tender”). Principal, premium, if any, and interest on the Bonds will be payable at the office or agency of the Company maintained for such purpose except that, at the option of the Company, the payment of interest may be made by check mailed to the Bondholders at their respective addresses set forth in the Bond Register. Until otherwise designated by the Company, the Company’s office or agency will be the Company’s principal place of business.
SECTION 3. Paying Agent and Registrar. Initially, the Company will act as paying agent and registrar. The Company may change the paying agent or registrar without notice to the Bondholders but with written notice to the Trustee. Except as provided in the Indenture, the Company or any of its Subsidiaries may act in any such capacity.
SECTION 4. Indenture. The Company has issued the [ ⚫ ] Bonds under the Indenture. The terms of the [ ⚫ ] Bonds include those stated in the Indenture. The [ ⚫ ] Bonds and Bondholders are subject to all such terms. To the extent any provision of this Certificate conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.
SECTION 5. Prepayment at Option of the Company. The Company may prepay the [ ⚫ ] Bonds, in whole or in part, at any time without penalty. Any prepayment of [ ⚫ ] Bonds will be in an amount equal to the then outstanding principal on the [ ⚫ ] Bonds being prepaid, plus any accrued but unpaid interest on such [ ⚫ ] Bonds. If the Company plans to prepay the [ ⚫ ] Bonds, the Company will give notice of prepayment not less than 5 days nor more than 60 days prior to any prepayment date to each Bondholder being prepaid at such Bondholder’s address appearing in the Bond Register. In the event the Company elects to prepay less than all of the [ ⚫ ] Bonds, the particular [ ⚫ ] Bonds to be prepaid will be selected by the Company in its sole discretion. Except as set forth in this Section 5, the Bonds may not be prepaid by the Company.
SECTION 6. Denominations, Transfer Exchange. The Bonds are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess thereof. The [Bonds may not be transferred without the written consent of the Company. The]1 transfer of Bonds may be registered and Bonds may be exchanged as provided in the Indenture. The Bond Registrar and the Trustee may require a holder of Bonds, among other things, to furnish appropriate endorsements and transfer documents, and the Company may require a holder of Bonds to pay any taxes and fees required by law or permitted by the Indenture. The Company and the Bond Registrar are not required to transfer or exchange any Bonds selected for redemption. Also, the Company and the Bond Registrar are not required to transfer or exchange any Bonds for a period of 15 days before a selection of Bonds to be redeemed.
