Exhibit 4.2
THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF.
UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO
CEPHALON, INC. (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. THIS SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
CEPHALON, INC.
2.50% CONVERTIBLE SENIOR
SUBORDINATED NOTES DUE MAY 1, 2014
Cephalon, Inc., a Delaware
corporation (the “Company,” which term shall include
any successor corporation under the Indenture referred to on the
reverse hereof), promises to pay to Cede & Co., or
registered assigns, the principal sum of five hundred million
dollars ($500,000,000) on May 1, 2014 or such greater or
lesser amount as is indicated on the Schedule of Exchanges of
Securities on the other side of this Security.
This Security is convertible as
specified on the other side of this Security. Additional provisions
of this Security are set forth on the other side of this
Security.
[ Signature Page Follows
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IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed on the date written
below.
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CEPHALON, INC.
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By:
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/s/ J. Kevin Buchi
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Name:
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J. Kevin Buchi
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Title:
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Executive Vice President and
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Chief Financial Officer
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Trustee’s Certificate of
Authentication: This is one of the Securities referred to in the
within-mentioned Indenture.
U.S.BANK NATIONAL ASSOCIATION,
as Trustee
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By:
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/s/ Arthur L. Blakeslee
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Authorized Signatory
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Dated: May 27, 2009
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CEPHALON, INC.
2.50% CONVERTIBLE SENIOR
SUBORDINATED NOTES DUE MAY 1, 2014
1.
INTEREST AMOUNTS
Cephalon, Inc., a Delaware
corporation (the “Company,” which term shall include
any successor corporation under the Indenture hereinafter referred
to), will pay interest at a rate of 2.50% per annum, on the
principal amount of this Security payable as provided in the
Indenture.
2.
METHOD OF PAYMENT
The Company shall pay any interest
on this Security to the person who is the Holder of this Security
at the close of business on April 15 or October 15, as
the case may be, next preceding the related interest payment date.
The Holder must surrender this Security to a Paying Agent to
collect payment of principal and interest, if any. Interest
on the Security will be paid at a rate of 2.50% per annum, payable
semi-annually in arrears on May 1 and November 1 of each
year, or if any such day is not a Business Day, the immediately
following Business Day, commencing November 1, 2009.
Interest is computed on the basis of a 360-day year comprised of
twelve 30-day months. In the event of the maturity,
conversion or purchase of the Security by the Company at the option
of the Holder, interest shall cease to accrue on the
Security. However, the Company will pay interest on the
maturity date to a Holder of record of the Security on the record
date immediately preceding the stated maturity date regardless of
whether such Holder converts the Security.
The Company will make all payments
in respect of a Global Security registered in the name of the
Depositary or its nominee to the Depositary or its nominee, as the
case may be, by wire transfer of immediately available funds to the
account of the Depositary or its nominee. The Company will
make all payments in respect of a Certificated Security (including
principal and interest) in U.S. dollars at the office of the
Trustee. At the Company’s option, the Company may make
such payments by mailing a check to the registered address of each
Holder thereof as such address shall appear on the register or, if
requested by a Holder of more than $1,000,000 in aggregate
principal amount of Securities, by wire transfer of immediately
available funds to the account specified by such Holder.
3.
PAYING AGENT, REGISTRAR AND CONVERSION AGENT
Initially, U.S. Bank National
Association (the “Trustee,” which term shall include
any successor trustee under the Indenture hereinafter referred to)
will act as Paying Agent, Registrar and Conversion Agent. 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 United States of America, which shall initially be an
office or agency of the Trustee. The Company or any of its
Subsidiaries may, subject to certain limitations set forth in the
Indenture, act as Paying Agent or Registrar.
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4.
INDENTURE, LIMITATIONS
This Security is one of a duly
authorized issue of Securities of the Company designated as its
2.50% Convertible Senior Subordinated Notes due May 1, 2014
(the “Securities”), issued under an Indenture, dated as
of May 27, 2009 (together with any supplemental indentures
thereto, the “Indenture”), between the Company and the
Trustee. The terms of this Security include those stated in the
Indenture and those required by or made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended, as in
effect on the date of the Indenture. This Security is subject to
all such terms, and the Holder of this Security is referred to the
Indenture and said Act for a statement of them.
The Securities are senior
subordinated unsecured obligations of the Company limited, except
as set forth in the Indenture, to up to $500,000,000 aggregate
principal amount. The Indenture does not limit other debt of the
Company, secured or unsecured, including Senior
Indebtedness.
5.
PURCHASE OF SECURITIES AT OPTION OF HOLDER UPON A FUNDAMENTAL
CHANGE
At the option of the Holder and
subject to the terms and conditions of the Indenture, the Company
shall become obligated to purchase all or any part specified by the
Holder (so long as the principal amount of such part is $1,000 or
an integral multiple of $1,000 in excess thereof) of the Securities
held by such Holder on a date, determined by the Company in its
sole discretion, that is not less than 20 Business Days and not
more than 30 Business Days after the occurrence of a Fundamental
Change, at a purchase price equal to 100% of the principal amount
thereof, together with any accrued interest up to, but excluding,
the Fundamental Change Purchase Date, unless the Fundamental Change
Purchase Date is after a Record Date and on or prior to the related
Interest Payment Date, in which case interest accrued to the
Interest Payment Date will be paid to Holders of the Securities as
of the preceding Record Date and the Fundamental Change Purchase
Price payable to any Holder surrendering such Holder’s
Security for purchase pursuant to Article 3 of the Indenture
shall be equal to the principal amount of Securities subject to
purchase and will not include any accrued and unpaid
interest. The Fundamental Change Purchase Price shall be
payable in cash. The Holder shall have the right to withdraw any
Fundamental Change Purchase Notice (in whole or in a portion
thereof that is $1,000 or an integral multiple of $1,000 in excess
thereof) at any time prior to 5:00 p.m., New York City time,
on the second Scheduled Trading Day immediately preceding the
Fundamental Change Purchase Date by delivering a written notice of
withdrawal to the Paying Agent in accordance with the terms of the
Indenture.
6.
CONVERSION
A Holder of a Security may convert
the principal amount of such Security (or any portion thereof equal
to $1,000 or any integral multiple of $1,000 in excess thereof)
into cash and shares of Common Stock, if any, at any time prior to
the close of business on November 1, 2013, subject to the
conditions, if any, set forth in Section 5.01 of the
Indenture; provided, however, that, if the Security is
subject to purchase upon a Fundamental Change, the conversion right
will terminate at the close of business on the second Trading Day
immediately preceding the
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Fundamental Change Purchase Date for such
Security or such earlier date as the Holder presents such Security
for purchase (unless the Company shall default in making the
Fundamental Change Purchase Price when due, in which case the
conversion right shall terminate at the close of business on the
date such default is cured and such Security is
purchased).
The initial Conversion Price is
$69.00 per share, and the initial Conversion Rate is 14.4928 shares
of Common Stock, in each case subject to adjustment under certain
circumstances as provided in the Indenture. No fractional shares
will be issued upon conversion; in lieu thereof, the Company will
pay cash in an amount determined by multiplying the Daily VWAP of a
full share of Common Stock on the last Trading Day of such
Conversion Period by the fractional amount and rounding the product
to the nearest whole cent. Whether fractional shares are
issuable upon a conversion will be determined on the basis of the
total number of Securities that the Holder is then converting into
cash and Common Stock, if any, and the aggregate number of shares,
if any, of Common Stock issuable upon such conversion.
To convert a Security, a Holder must
(a) complete and manually sign the conversion notice set forth
below and deliver such notice to a Conversion Agent,
(b) surrender the Security to a Conversion Agent,
(c) furnish appropriate endorsements and transfer documents if
required by a Registrar or a Conversion Agent and (d) pay any
transfer or similar tax, if required. A Holder may convert a
portion of a Security equal to $1,000 or any integral multiple
thereof. In the case of a Security held by the Depositary,
such conversion shall be done in accordance with the applicable
rules and procedures of the Depositary.
A Security in respect of which a
Holder had delivered a Fundamental Change Purchase Notice
exercising the option of such Holder to require the Company to
purchase such Security may be converted only if the Fundamental
Change Purchase Notice is withdrawn in accordance with the terms of
the Indenture.
7.
SUBORDINATION
The indebtedness evidenced by the
Securities is, to the extent and in the manner provided in the
Indenture, subordinate and junior in right of payment to the prior
payment in ful
