Exhibit 4.8
UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY 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 IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST
COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE
HEREOF.
The foregoing legend may be removed
from this Security on satisfaction of the conditions specified in
the Indenture.
N ABI B IOPHARMACEUTICALS
2.875% Convertible Senior Notes
due 2025
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No.:
R-1
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CUSIP: 629519
AB 5
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Issue Date:
April 19, 2005
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Principal
Amount: $0.00
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Issue Price:
$1,000 (for each $1,000 Principal Amount)
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Nabi Biopharmaceuticals, a Delaware
corporation, promises to pay to Cede & Co. or registered
assigns, the principal amount of ZERO DOLLARS AND NO CENTS ($0.00)
on April 15, 2025 or such greater or lesser amount as is
indicated on the Schedule of Increases and Decreases of Global
Security attached to this Security.
Interest Payment Dates:
April 15 and October 15, commencing October 15,
2005.
Record Dates: April 1 and
October 1.
Reference is hereby made to the
further provisions of this Security set forth on the reverse side
of this Security, which further provisions shall for all purposes
have the same effect as if set forth at this place.
F-2
IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed under its corporate
seal.
Dated: August 10,
2005
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NABI
BIOPHARMACEUTICALS
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By:
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Name:
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Mark L.
Smith
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Title:
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Senior Vice President, Finance,
Chief Financial Officer, Chief
Accounting Officer, and
Treasurer
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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
U.S. BANK NATIONAL
ASSOCIATION
as Trustee, certifies that this is
one of the Securities
referred to in the within mentioned
Indenture.
Dated: August 10,
2005
F-3
REVERSE OF NOTE
2.875% Convertible Senior Notes
due 2025
This Security is one of a duly
authorized issue of the 2.875% Convertible Senior Notes due 2025
(the “ Securities ”) of Nabi Biopharmaceuticals,
a Delaware corporation (including any successor corporation under
the Indenture hereinafter referred to, the “ Company
”), issued under an Indenture, dated as of April 19,
2005 (the “ Indenture ”), between the Company
and U.S. Bank National Association, as trustee (the “
Trustee ”). The terms of the Security include those
stated in the Indenture, those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (“
TIA ”), and those set forth in this Security. This
Security is subject to all such terms, and Holders are referred to
the Indenture and the TIA for a statement of all such terms. To the
extent permitted by applicable law, in the event of any
inconsistency between the terms of this Security and the terms of
the Indenture, the terms of the Indenture shall control.
Capitalized terms used but not defined herein have the meanings
assigned to them in the Indenture referred to below unless
otherwise indicated.
1. Interest.
The Company promises to pay interest
on the principal amount of the Securities at the interest rate of
2.875% per annum (the “ Interest Rate ”)
from the date of issuance until repayment in full at April 15,
2025, or until an earlier conversion, redemption or repurchase. The
Company will pay interest on this Security semi-annually in arrears
on April 15 and October 15 of each year (each, an “
interest payment date ”), commencing October 15,
2005.
The Securities shall bear interest
from April 19, 2005 until the principal amount thereof is paid
or made available for payment, or until such date on which the
Securities are converted, redeemed or purchased as provided herein
at the Interest Rate.
Interest on the Securities shall be
computed (i) for any full semi-annual period for which the
Interest Rate is applicable, on the basis of a 360-day year of
twelve 30-day months and (ii) for any period for which the
Interest Rate is applicable for less than a full semi-annual period
for which interest is calculated, on the basis of a 30-day month
and, for such periods of less than a month, the actual number of
days elapsed over a 30-day month.
If this Security is redeemed or
repurchased by the Company on a date that is after the record date
and on or prior to the corresponding interest payment date,
interest and Liquidated Damages, if any, accrued and unpaid hereon
to but not including the applicable Redemption Date, Repurchase
Date or Fundamental Change Purchase Date, as the case may be, will
be paid to the same Holder to whom the Company pays the principal
of this Security.
Interest on Securities converted
after a record date but prior to the corresponding interest payment
date will be paid to the Holder of the Securities on the record
date but, upon conversion, the Holder must pay the Company the
interest and Liquidated Damages, if any, which have accrued and
will be paid on such interest payment date; provided , that
no such payment need be made with respect to Securities which will
be redeemed or repurchased by the Company after a record date and
on or prior to the third Business Day after the corresponding
interest payment date.
R-1
If the principal amount hereof or
any portion of such principal amount or any interest, including
Liquidated Damages, if any, on any Security is not paid when due
(whether upon acceleration pursuant to Section 6.2 of the
Indenture, upon the date set for payment of the Redemption Price
pursuant to Section 3.1 of the Indenture or the Repurchase
Price or the Fundamental Change Purchase Price pursuant to
Section 3.7 or Section 3.11 of the Indenture, as the case
may be, or upon the Stated Maturity of this Security), then in each
such case the overdue amount shall, to the extent permitted by law,
bear interest at the Interest Rate, compounded semi-annually, which
interest shall accrue from the date on which such overdue amount
was originally due until the date on which payment of such amount,
including interest thereon, has been made or duly provided for. All
such interest shall be payable on demand.
2. Method of
Payment.
Except as provided below, interest
will be paid (i) on the Global Securities to The Depository
Trust Company (“ DTC ”) or its nominee in
immediately available funds, (ii) on any definitive Securities
having an aggregate principal amount of $2,000,000 or less, by
check mailed to the Holders of such Securities, and (iii) on
any definitive Securities having an aggregate principal amount of
more than $2,000,000, by wire transfer in immediately available
funds at the election of the Holders of such Securities.
At Stated Maturity, the Company will
pay interest on definitive Securities at the Company’s office
or agency in New York City, which initially will be the corporate
trust office of U.S. Bank National Association, in New York
City.
Principal on Global Securities will
be paid to DTC or its nominee in immediately available funds.
Principal on definitive Securities will be payable, upon Stated
Maturity or when due, at the office or agency of the Company in New
York City, maintained for such purpose, initially the corporate
trust office of U.S. Bank National Association, in New York
City.
Subject to the terms and conditions
of the Indenture, the Company will make payments in cash in respect
of Redemption Prices, Repurchase Prices, Fundamental Change
Purchase Prices and at Stated Maturity to Holders who surrender
Securities to a Paying Agent to collect such payments in respect of
the Securities. The Company will pay cash amounts in money of the
United States that at the time of payment is legal tender for
payment of public and private debts. However, the Company may make
such cash payments by check payable in such money, subject to the
terms of the Indenture.
3. Paying Agent, Conversion Agent
and Registrar.
Initially, U.S. Bank National
Association will act as Paying Agent, Conversion Agent and
Registrar. The Company may appoint and change any Paying Agent,
Conversion Agent or Registrar without notice, other than notice to
the Trustee; provided that the Company will maintain at
least one Paying Agent in the State of New York, City of New York,
Borough of Manhattan, which shall initially be an office or agency
of the Trustee. The Company or any of its Subsidiaries or any of
their Affiliates may act as Paying Agent, Conversion Agent or
Registrar.
R-2
4. Indenture.
The Securities are senior unsecured
obligations of the Company initially limited to $100,000,000
aggregate principal amount (or such greater amount necessary to
reflect the exercise by the Initial Purchasers of their option to
purchase additional Securities in compliance with the Purchase
Agreement, but not in excess of $120,000,000).
The Company may, without the consent
of the Holders of the Securities, increase the Principal Amount of
the Securities by issuing additional securities in the future on
the same terms and conditions, except for any differences in the
issue price and interest accrued prior to the issue date of the
additional securities, provided, that such difference does not
cause the additional se