Exhibit 4.3 Form of Reading International, Inc. Floating Rate Junior Subordinated
Debt Security due 2037
EXHIBIT
4.3
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND SUCH SECURITIES, AND ANY INTEREST THEREIN,
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF ANY
SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE SECURITIES MAY BE RELYING
ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A UNDER THE SECURITIES ACT.
THE
HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR THE BENEFIT
OF THE TRUST AND THE DEPOSITOR THAT (A) SUCH SECURITIES MAY BE OFFERED, RESOLD
OR OTHERWISE TRANSFERRED ONLY (I) TO THE DEPOSITOR OR THE TRUST OR (II) TO
A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS (a) A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND (b) A “QUALIFIED
PURCHASER” (AS DEFINED IN SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED), OR (III) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
IS A
“QUALIFIED PURCHASER” (AS DEFINED IN SECTION 2(a)(51) OF THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED), AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY
SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A)
ABOVE.
THE
SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN
AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000. TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF SECURITIES, OR ANY INTEREST THEREIN,
IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 AND
MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND OF NO
LEGAL
EFFECT WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY SUCH PURPORTED
TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH SECURITIES FOR ANY
PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PRINCIPAL OF OR INTEREST
ON SUCH SECURITIES, OR ANY INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE
SHALL
BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH SECURITIES.
THE
HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE HEREOF
OR
THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT,
INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE
I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)
(EACH A
“PLAN”),
OR AN
ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S
INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY
ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN. ANY PURCHASER OR HOLDER
OF THE SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED
BY
ITS PURCHASE AND HOLDING THEREOF THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN
THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE
CODE IS APPLICABLE, A TRUSTEE
OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY
OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN
TO
FINANCE SUCH PURCHASE.
READING
INTERNATIONAL, INC.
And
READING
NEW ZEALAND, LIMITED
Junior
Subordinated Note due 2027
Each
of
Reading International, Inc., a corporation organized and existing under the
laws
of Nevada (hereinafter called the “Company,”
which
term includes any successor Person under the Indenture hereinafter referred
to)
and Reading New Zealand, Limited, a New Zealand corporation (“Reading
NZ”
and
collectively with the Company, the “Obligors”),
for
value received, jointly and severally hereby promises to pay to Wells Fargo
Bank, N.A., not in its individual capacity, but solely as Property Trustee
of
Reading International Trust I, a Delaware statutory trust, or registered
assigns, the principal sum of Fifty One Million Five Hundred and Forty Seven
Thousand Dollars ($51,547,000) on April 30, 2027. The Obligors further promise
to pay interest on said principal sum from February __, 2007, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, quarterly in arrears on January 30, April 30, July 30, and October 30,
of
each year, commencing April 30, 2007, or if any such day is not a Business
Day,
on the next succeeding Business Day (and no interest shall accrue in respect
of
the amounts whose payment is so delayed for the period from and after such
Interest Payment Date until such next succeeding Business Day), except that,
if
such Business Day falls 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 the Interest Payment Date, at a fixed rate equal
to 9.22% per annum through the Interest Payment Date on April 30, 2012, and
thereafter at a variable rate, reset quarterly, equal to LIBOR plus 4.00% per
annum, together with Additional Tax Sums, if any, as provided in Section
10.5
of the
Indenture, until the principal hereof is paid or duly provided for or made
available for payment; provided,
further,
that
any overdue principal, premium, if any, or Additional Tax Sums and any overdue
installment of interest shall bear Additional Interest at a fixed rate equal
to
9.22% per
annum
through the Interest Payment Date on April 30, 2012, and thereafter at a
variable rate, reset quarterly, equal to LIBOR plus 4.00% per annum (to the
extent that the payment of such interest shall be legally enforceable),
compounded quarterly, from the dates such amounts are due until they are paid
or
made available for payment, and such interest shall be payable on
demand.
During
the No Call Period, the amount of interest payable for any full interest period
shall be computed on the basis of a three hundred sixty (360)-day year of twelve
(12) thirty (30)-day months and the amount payable for any partial interest
period shall be computed on the basis of the actual number of days elapsed
in a
three hundred sixty (360)-day year of twelve (12) thirty (30)-day months. Upon
expiration of the No Call Period, the amount of interest payable for any
interest period will be computed on the basis of a three hundred sixty (360)-day
year and the actual number of days elapsed in the relevant interest period.
The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date shall, as provided in the Indenture, be paid to the Person in
whose
name this Security (or one or more Predecessor Securities) is registered at
the
close of business on the Regular Record Date for such interest installment.
Any
such interest not so punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in
whose
name this Security (or one or more Predecessor Securities) is registered at
the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of
Securities not less than ten (10) days prior to such Special Record Date, or
be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.
Payment
of principal of, premium, if any, and interest on this Security shall be made
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. Payments of principal,
premium, if any, and interest due at the Maturity of this Security shall be
made
at the Place of Payment upon surrender of such Securities to the Paying Agent,
and payments of interest shall be made, subject to such surrender where
applicable, by wire transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Paying
Agent at least ten (10) Business Days prior to the date for payment by the
Person entitled thereto unless proper written wire transfer instructions have
not been received by the relevant record date, in which case such payments
shall
be made by check mailed to the address of such Person as such address shall
appear in the Security Register. Notwithstanding the foregoing, so long as
the
Holder of this Security is the Property Trustee, the payment of the principal
of
(and premium, if any) and interest (including any overdue installment of
interest and Additional Tax Sums, if any) on this Security will be made at
such
place and to such account as may be designated by the Property
Trustee.
The
indebtedness evidenced by this Security is, to the extent provided in the
Indenture, subordinate and junior in right of payment to the prior payment
in
full of all Senior Debt, and this Security is issued subject to the provisions
of the Indenture with respect thereto. Each Holder of this Security, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his or her behalf to take such actions
as
may be necessary or appropriate to effectuate the subordination so provided
and
(c) appoints the Trustee his or her attorney-in-fact for any and all such
purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice
of the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Debt, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said
provisions.
Unless
the certificate of authentication hereon has been executed by the Trustee by
manual signature, this Security shall not be entitled to any benefit under
the
Indenture or be valid or obligatory for any purpose.
IN
WITNESS WHEREOF, each of the Company and Reading NZ has caused this instrument
to be duly executed on this _______ day of February, 2007.
|
READING
INTERNATIONAL, INC.
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
|
|
READING
NEW ZEALAND, LIMITED
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
This
is
one of the Securities referred to in the within-mentioned Indenture.
Dated:
|
WELLS
FARGO BANK, N.A., not
in its individual capacity, but solely as Trustee
|
|
|
|
|
By:
|
|
|
|
Authorized
signatory
|
[REVERSE
OF SECURITY]
This
Security is one of a duly authorized issue of securities of the Company and
Reading NZ (the “Securities”)
issued
under the Junior Subordinated Indenture, dated as of February __, 2007 (the
“Indenture”),
among
the Company, Reading NZ and Wells Fargo Bank, N.A., as Trustee (in such
capacity, 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 Company, Reading NZ, the Trustee, the holders of Senior Debt, the Holders
of the Securities and the holders of the Preferred Securities, and of the terms
upon which the Securities are, and are to be, authenticated and
delivered.
All
terms
used in this Security that are defined in the Indenture or in the Amended and
Restated Trust Agreement, dated as of February __, 2007 (as modified, amended
or
supplemented from time to time, the “Trust
Agreement”),
relating to the Reading International Trust I (the “Trust”)
among
the Company, as Depositor, the Trustees named therein and the Holders from
time
to time of the Trust Securities issued pursuant thereto, shall have the meanings
assigned to them in the Indenture or the Trust Agreement, as the case may
be.
The
Obligors may, on any Interest Payment Date, at their option, upon not less
than
thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders
of the Securities (unless a shorter notice period shall be satisfactory to
the
Trustee) on or after the No Call Period, and subject to the terms and conditions
of Article
XI
of this
Indenture, redeem this Security in whole at any time or in part from time to
time at a Redemption Price equal to one hundred percent (100%) of the principal
amount hereof, together, in the case of any such redemption, with accrued
interest, including any Additional Interest, through but excluding the date
fixed as the Redemption Date.
If
a
Change of Control occurs and holders of Preferred Securities holding at least
25% in aggregate principal amount of the Preferred Securities give written
notice to the Company (on behalf of itself and Reading NZ) within thirty (30)
days following the date the Company (on behalf of itself and Reading NZ)
notifies such holders of Preferred Securities of the Change of Control (such
30-day period, the “Notice
Period”),
of
their election to cause the redemption or defeasance, as applicable of the
Securities (a “Change
of Control Election”),
the
Company shall be required (on behalf of itself and Reading NZ), within thirty
(30) days following the end of the Notice Period to:
(a)
defease this Security, if the holder thereof is a holder of Electing Securities,
in accordance with the first sentence of Article XIII of this Indenture if,
after applying the requirements of Section 11.2 of this Indenture to redeem
the
Securities no later than thirty (30) days following the end of the Notice
Period, the Securities would be redeemed prior to the expiration of the No
Call
Period; or
(b)
redeem this Security, if the holder thereof is a holder of Electing Securities,
and subject to the terms and conditions of Article XI of this Indenture, at
a
Redemption Price equal to one hundred (100%) of the principal amount hereof,
together, in the case of any such redemption, with accrued interest, including
any Additional Interest, to but excluding the date fixed as the Redemption
Date
if, after applying the requirement of Section 11.2 of the Indenture to redeem
the Securities no later than thirty (30) days following the end of the Notice
Period, the Securities would be redeemed on or after the expiration of the
No
Call Period.
In
addition, upon the occurrence and during the continuation of a Special Event
during the No Call Period, the Obligors may, at their option, upon not less
than
thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders
of the Securities (unless a shorter notice period shall be satisfactory to
the
Trustee), redeem this Security, in whole but not in part, subject to the terms
and conditions of Article
XI
of this
Indenture at a Redemption Price equal to one hundred seven and one half percent
(107.5%) of the principal amount hereof, together, in the case of any such
redemption, with accrued interest, including any Additional Interest, through
but excluding the date fixed as the Redemption Date.
In
the
event of redemption of this Security in part only, a new Security or Securities
for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof. If less than all the Securities are to
be
redeemed, the particular Securities to be redeemed shall be selected not more
than sixty (60) days prior to the Redemption Date by the Trustee from the
Outstanding Securities not previously called for redemption, by such method
as
the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of a portion of the principal amount of any
Security.
This
Indenture permits the Company at any time, upon thirty (30) days’ prior written
notice to the Trustee, the Holders and the holders of the Preferred Securities,
to assume in full the obligations of Reading NZ under the Securities, this
Indenture and the other Operative Documents, and to release Reading NZ
therefrom, whereupon Reading NZ shall be released from and have no further
liability or obligation thereunder.
This
Indenture permits, with certain exceptions as therein provided, the Company,
Reading NZ and the Trustee at any time to enter into a supplemental indenture
or
indentures for the purpose of modifying in any manner the rights and obligations
of the Company, Reading NZ and of the Holders of the Securities, with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities. This Indenture also contains provisions permitting
Holders of specified percentages in principal amount of the Securities, on
behalf of the Holders of all Securities, to waive compliance by the Company
and
Reading NZ with certain provisions of this Indenture and certain past defaults
under this Indenture and their consequences. Any such consent or waiver by
the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security 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
Security.
No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligations of the Company and Reading
NZ,
which, subject to the Company’s right to release Reading NZ from its liability
and obligations under this Security as referred to above, are absolute and
unconditional, to pay the principal of and any premium, if any, and interest,
including any Additional Interest (to the extent legally enforceable), on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is restricted to transfers to “Qualified
Purchasers” (as such term is defined in the Investment Company Act of 1940, as
amended,) and is registrable in the Securities Register, upon surrender of
this
Security for registration of transfer at the office or agency of the Company
(on
behalf of itself and Reading NZ) maintained for such purpose, duly endorsed
by,
or accompanied by a written instrument of transfer in form satisfactory to
the
Company and the Securities Registrar and duly executed by, the Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Securities, of like tenor, of authorized denominations and for
the
same aggregate principal amount, will be issued to the designated transferee
or
transferees.
The
Securities are issuable only in registered form without coupons in minimum
denominations of $100,000 and any integral multiple of $1,000 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities are exchangeable for a like aggregate principal amount of
Securities and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.
No
service charge shall be made for any such registration of transfer or exchange,
but the Company (on behalf of itself and Reading NZ) may require payment of
a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
The
Company (on behalf of itself and Reading NZ), the Trustee and any agent of
the
Company or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security
be
overdue, and neither the Company, Reading NZ the Trustee nor any such agent
shall be affected by notice to the contrary.
The
Company, Reading NZ and, by its acceptance of this Security or a beneficial
interest herein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that, for United States federal, state and
local tax purposes, it is intended that this Security constitute
indebtedness.
This
Security shall be construed and enforced in accordance with and governed by
the
laws of the State of New York, without reference to its conflict of laws
provisions (other than Section 5-1401 of the General Obligations
Law).