Exhibit 4.1
[FACE OF NOTE]
THIS SECURITY IS A REGISTERED GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. 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 AND, UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
THE WESTERN UNION COMPANY
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6.50% Note Due
February 26, 2014
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CUSIP: 959802AJ8
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No.
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$500,000,000
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The Western Union Company, a
Delaware corporation (the “ Company ”, which
term includes any successor under the Indenture hereinafter
referred to), for value received, promises to pay to
Cede & Co., or its registered assigns, the principal sum
of FIVE HUNDRED MILLION DOLLARS ($500,000,000), or such other
amount as indicated on the Schedule of Exchanges of Notes attached
hereto, on February 26, 2014.
Issue Date: February 26,
2009.
Interest Payment Dates:
February 26 and August 26, commencing August 26,
2009.
Regular Record Dates:
February 11 and August 11.
Reference is hereby made to the
further provisions of this Note set forth on the reverse hereof,
which shall for all purposes have the same effect as if set forth
at this place.
[Signature page follows]
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IN WITNESS WHEREOF,
the Company has caused this Note to
be signed manually or by facsimile by its duly authorized
officer.
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Date:
February 26, 2009
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THE WESTERN
UNION COMPANY
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By:
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/s/ Scott E.
Stevens
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Name:
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Scott E.
Stevens
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Title:
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Senior Vice
President and Treasurer
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Signature Page to
Note
(Trustee’s Certificate of
Authentication)
This is one of the Securities
authorized to be issued pursuant to the Indenture referred to in
this Note.
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WELLS FARGO
BANK, NATIONAL ASSOCIATION, as Trustee
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By:
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/s/ Gregory S.
Clarke
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Authorized
Signatory
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[REVERSE SIDE OF NOTE]
THE WESTERN UNION COMPANY
6.50% Note Due February 26,
2014
Terms not otherwise defined herein
shall have the meanings ascribed to such terms in the Indenture
dated as of November 17, 2006, as amended by the Supplemental
Indenture dated September 6, 2007, between the Company and
Wells Fargo Bank, National Association, as Trustee (as amended from
time to time, the “ Indenture ”).
“ Comparable Treasury
Issue ” means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate notes of
comparable maturity to the remaining term of such Notes.
“ Comparable Treasury
Price ” means, with respect to any redemption date,
(i) the average of three Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest
such Reference Treasury Dealer Quotations, or (ii) if the
Quotation Agent obtains fewer than three such Reference Treasury
Dealer Quotations, the average of all such quotations.
“ Primary Treasury
Dealer ” means a primary U.S. Government securities
dealer in New York City.
“ Quotation Agent
” means the Reference Treasury Dealer appointed by the
Company.
“ Reference Treasury
Dealer ” means (i) Banc of America Securities LLC
and one other Primary Treasury Dealer selected by Wachovia Capital
Markets, LLC, and their respective successors; provided,
however, that if any of the foregoing shall cease to be a
Primary Treasury Dealer, the Company will substitute therefor
another Primary Treasury Dealer, and (ii) any other Primary
Treasury Dealer selected by the Company.
“ Reference Treasury Dealer
Quotations ” means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined
by the Company, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Quotation Agent by such
Reference Treasury Dealer at 5:00 p.m., New York City time, on the
third Business Day preceding such redemption date.
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“ Treasury Rate ”
means, with respect to any redemption date, the rate per annum
equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption
date.
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2.
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Principal
and Interest.
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The Company promises to pay the
principal of this Note on February 26, 2014.
The Company promises to pay interest
on the principal amount of this Note on each interest payment date,
as set forth on the face of this Note, at the rate of
6.50% per annum.
Interest shall be payable
semiannually in arrears (to the holders of record of this Note at
the close of business on the February 11 or August 11
immediately preceding the interest payment date) on each interest
payment date, commencing August 26, 2009.
Interest on this Note shall accrue
from the most recent date to which interest has been paid or
provided for on this Note or the Note surrendered in exchange
for this Note (or, if there is no existing default in the payment
of interest and if this Note is authenticated between a regular
record date and the next interest payment date, from such interest
payment date) or, if no interest has been paid, from the Issue
Date. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.
Interest not paid when due and any
interest on principal, premium or interest not paid when due shall
be paid to the Persons that are Holders on a special record date,
which shall be the 15th day preceding the date fixed by the Company
for the payment of such interest, whether or not such day is a
Business Day. At least 15 days before a special record date, the
Company shall send to each Holder and to the Trustee a notice that
sets forth the special record date, the payment date and the amount
of interest to be paid.
This is one of the Securities issued
under the Indenture. Capitalized terms used herein are used as
defined in the Indenture unless otherwise indicated. The terms of
this Note include those stated in or otherwise provided in
accordance with the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act. This Note is subject to
all such terms, and Holders are referred to the Indenture and the
Trust Indenture Act 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 Note and the terms of the
Indenture, the terms of this Note shall control.
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This Note is a general unsecured
obligation of the Company. The Indenture does not limit the
original aggregate principal amount of the Notes, or any additional
Securities that may be issued pursuant to the Indenture, and the
Notes and all such additional Securities vote together for all
purposes as a single class.
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4.
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Redemption
and Repurchase; Change of Control Repurchase; Discharge Prior to
Redemption or Maturity.
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The Company may redeem the Notes at
its option, in whole at any time or in part from time to time, at a
redemption price equal to the greater of (i) 100% of the
principal amount of the Notes to be redeemed, and (ii) as
determined by the Quotation Agent, the sum of the present values of
the remaining scheduled payments of principal and interest on the
Notes to be redeemed (not including any portion of such payments of
interest accrued as of the date of redemption), discounted to the
date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate, plus 50
basis points plus, in each case, accrued interest thereon to the
redemption date.
If a Change of Control Triggering
Event (as defined below) occurs, unless the Company has exercised
its option to redeem the Notes as described above, the Company
shall make an offer (the “ Change of Control Offer
”) to each holder of the Notes to repurchase all or any part
(equal to $2,000 or an integral multiple of $1,000 in excess
thereof) of that holder’s Notes on the terms set
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