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<PAGE>
Exhibit 4.7
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK)
(THE
"DEPOSITARY", WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR
THE CERTIFICATES)
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND
ANY PAYMENT HEREIN IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY
TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE
UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT AS SET
FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1)
REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A
UNDER THE SECURITIES ACT); (2) AGREES THAT IT WILL NOT, PRIOR TO
EXPIRATION OF
THE HOLDING PERIOD APPLICABLE TO SALES OF THIS NOTE UNDER RULE
144(k) UNDER THE
SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE
TRANSFER THIS
NOTE OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE
EXCEPT (A) TO
ATHEROGENICS, INC. OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED
INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF
AVAILABLE), OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
EFFECTIVE AT THE
TIME OF SUCH TRANSFER); (3) PRIOR TO SUCH TRANSFER (OTHER THAN A
TRANSFER
PURSUANT TO CLAUSE 2(D) ABOVE), IT WILL FURNISH TO THE BANK OF
NEW YORK Trust
Company, N.A., AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS
APPLICABLE), SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE
TRUSTEE MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT; AND (4) AGREES THAT IT WILL
DELIVER TO EACH
PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF
THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE
TRANSFER OF THE
NOTE EVIDENCED HEREBY PURSUANT TO CLAUSE 2(D) ABOVE OR UPON ANY
TRANSFER OF THIS
NOTE UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
PROVISION). THE
INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE
TO REGISTER ANY
TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING
RESTRICTION.
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ATHEROGENICS, INC.
1.50% CONVERTIBLE NOTE DUE 2012
CUSIP: 047439 AC 8
No. 1 $200,000,000
AtheroGenics, Inc., a corporation duly organized and validly
existing
under the laws of the State of Georgia (herein called the
"COMPANY", which term
includes any successor corporation under the Indenture referred
to on the
reverse hereof), for value received hereby promises to pay to
Cede & Co., as the
nominee of The Depository Trust Company, or its registered
assigns, the
principal sum of Two Hundred Million Dollars, or such lesser
amount as is set
forth on Schedule I hereto, on February 1, 2012 at the office or
agency of the
Company maintained for that purpose in accordance with the terms
of the
Indenture, in such coin or currency of the United States of
America as at the
time of payment shall be legal tender for the payment of public
and private
debts, and to pay interest, semiannually on February 1 and
August 1 of each
year, commencing August 1, 2005, on said principal sum, in like
coin or
currency, at the rate per annum of 1.50%, from the February 1 or
August 1, as
the case may be, next preceding the date of this Note to which
interest has been
paid or duly provided for, unless the date hereof is a date to
which interest
has been paid or duly provided for, in which case from the date
of this Note, or
unless no interest has been paid or duly provided for on the
Notes, in which
case from January 12, 2005, until payment of said principal sum
has been made or
duly provided for, or this Note has been converted or redeemed.
Notwithstanding
the foregoing, if the date hereof is after any January 15 or
July 15, as the
case may be, and before the following February 1 or August 1,
this Note shall
bear interest from such February 1 or August 1; provided that if
the Company
shall default in the payment of interest due on such February 1
or August 1,
then this Note shall bear interest from the next preceding
February 1 or August
1 to which interest has been paid or duly provided for or, if no
interest has
been paid or duly provided for on such Note, from January 12,
2005. Except as
otherwise provided in the Indenture, the interest payable on
this Note pursuant
to the Indenture on any February 1 or August 1 will be paid to
the Person
entitled thereto as it appears in the Note Register at the close
of business on
the record date, which shall be the January 15 or July 15
(whether or not a
Business Day) next preceding such February 1 or August 1, as
provided in the
Indenture; provided that any such interest not punctually paid
or duly provided
for shall be payable as provided in Section 2.03 of the
Indenture. Interest on
the Notes shall be computed on the basis of a 360-day year of
twelve 30-day
months.
The Company shall pay interest (i) on any Notes in certificated
form by
check mailed to the address of the Person entitled thereto as it
appears in the
Note Register (or, upon written notice by such Person, by wire
transfer in
immediately available funds, if such Person is entitled to
interest on aggregate
principal in excess of $2.0 million) or (ii) on any Global Note
by wire transfer
of immediately available funds to the account of the Depositary
or its nominee.
The Company promises to pay interest on overdue principal,
premium, if
any, and (to the extent that payment of such interest is
enforceable under
applicable law) interest and Liquidated Damages, if any, at the
rate of 1% per
annum plus the rate of interest borne by this Note.
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Reference is made to the further provisions of this Note set
forth on the
reverse hereof, including, without limitation, provisions giving
the holder of
this Note the right to convert this Note into Common Stock of
the Company on the
terms and subject to the limitations referred to on the reverse
hereof and as
more fully specified in the Indenture. Such further provisions
shall for all
purposes have the same effect as though fully set forth at this
place.
This Note shall be deemed to be a contract made under the laws
of the
State of New York, and for all purposes shall be construed in
accordance with
and governed by the laws of the State of New York, without
regard to conflicts
of laws principles thereof.
This Note shall not be valid or become obligatory for any
purpose until
the certificate of authentication hereon shall have been
manually signed by the
Trustee or a duly authorized authenticating agent under the
Indenture.
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IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed.
ATHEROGENICS, INC.
By: /s/ Russell M. Medford
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Russell M. Medford
President and Chief Executive
Officer
By: /s/ Mark P. Colonnese
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Mark P. Colonnese
Senior Vice President of Finance
and Administration and Chief
Financial Officer
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes described in the within-named
Indenture.
Dated:
THE BANK OF NEW YORK Trust
Company, N.A., as Trustee
By: /s/ s George W. Bemister
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Authorized Signatory
, or
By: _______________________________
As Authenticating Agent
(if different from Trustee)
By: _________________________
Authorized Signatory
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FORM OF REVERSE OF NOTE
ATHEROGENICS, INC.
1.50% CONVERTIBLE NOTE DUE 2012
This Note is one of a duly authorized issue of Notes of the
Company,
designated as its 1.50% Convertible Notes Due 2012 (herein
called the "NOTES"),
limited in aggregate principal amount to $200,000,000, issued
under and pursuant
to an Indenture dated as of January 12, 2005 (herein called the
"INDENTURE"),
between the Company and The Bank of New York Trust Company,
N.A., as trustee
(herein called the "TRUSTEE"), to which Indenture and all
indentures
supplemental thereto reference is hereby made for a description
of the rights,
limitations of rights, obligations, duties and immunities
thereunder of the
Trustee, the Company and the holders of the Notes.
The Notes are issuable in fully registered form, without
coupons, in
denominations of $1,000 principal amount and any multiple of
$1,000. Upon due
presentment for registration of transfer of this Note at the
office or agency of
the Company maintained for that purpose in accordance with the
terms of the
Indenture, a new Note or Notes of authorized denominations for
an equal
aggregate principal amount will be issued to the transferee in
exchange thereof,
subject to the limitations provided in the Indenture, without
charge except for
any tax, assessment or other governmental charge imposed in
connection
therewith.
The Notes are not subject to redemption through the operation of
any
sinking fund and may not be redeemed at the option of the
Company prior to
maturity.
If a Designated Event occurs at any time prior to maturity of
the Notes,
subject to the Company's rights upon delivery of a Public
Acquisition Notice as
defined in Section 3.09 of the Indenture, this Note will be
redeemable at the
option of the holder of this Note at a redemption price equal to
100% of the
principal amount hereof, together with accrued interest and
Liquidated Damages,
if any to (but excluding) the redemption date, as provided in
Article 3 of the
Indenture.
Within ten Trading Days prior to but not including the expected
effective
date of a Fundamental Change that is also a Public Acquirer
Change of Control,
the Company will provide a Public Acquisition Notice to all
holders, the
Trustee, any Paying Agent and any Conversion Agent describing
the anticipated
Public Acquirer Change of Control and stating whether the
Company will:
(i) elect to adjust the Conversion Rate and related
conversion
obligation as described in Section 3.09 of the Indenture, in
which case
the Holders will not have the right to re
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