the Issuer of principal on the Notes.
The Collateral Agent shall notify the Noteholders and shall record in the
schedule to each such Note (i) the Note Outstanding Amount on the Closing Date
and (ii) in the event the Collateral Agent accepts the validity of the amount of
any payment by the Issuer of principal on such Note, any reductions in the Note
Outstanding Amount made in accordance with this Agreement.
SECTION 3.03. Legends.
(a) This Section 3.03 shall apply to all Definitive Notes.
(b) The Issuer shall execute and the Fiscal Agent shall, in accordance with this
Article III, authenticate and deliver one or more Definitive Notes, which
(i) shall be delivered to the Noteholders and (ii) shall bear legends
substantially to the following effect:
THIS NOTE WILL BE OFFERED AND SOLD FOR INVESTMENT ONLY PURSUANT TO ANY EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") IN COMPLIANCE WITH THE APPLICABLE SECURITIES
LAWS OF THE STATES AND OTHER JURISDICTIONS WHERE THE OFFERING WILL BE MADE.
THERE IS NO OBLIGATION ON THE PART OF ANY PERSON TO REGISTER THIS NOTE UNDER THE
SECURITIES ACT OR UNDER THE SECURITIES LAWS OF ANY STATE.
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, AND
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE. THIS NOTE HAS BEEN OFFERED
AND SOLD PRIVATELY. IN ADDITION, THE ISSUER HEREOF HAS NOT BEEN AND WILL NOT BE
REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED (THE "INVESTMENT COMPANY ACT").
THE NOTEHOLDER ACKNOWLEDGES THAT THIS SECURITY IS A "RESTRICTED SECURITY" THAT
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF
THE ISSUER AND ITS AFFILIATES THAT THIS SECURITY MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON WHO IS AN "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) PURCHASING FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF PERSONS WHO ARE ACCREDITED INVESTORS IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 (AN "ACCREDITED
3
INVESTOR"), AND ONLY IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
UNITED STATES, ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION. PROSPECTIVE PURCHASERS AND SUBSEQUENT TRANSFEREES OF THIS NOTE
WILL BE DEEMED TO HAVE REPRESENTED AND/OR AGREED TO CERTAIN REPRESENTATIONS AND
AGREEMENTS AS SET FORTH IN THE SENIOR NOTE PURCHASE AGREEMENT BY AND AMONG
PHILADELPHIA FINANCIAL ADMINISTRATION SERVICES COMPANY, AS THE ISSUER, RGA
WORLDWIDE REINSURANCE COMPANY, LTD., AS NOTEHOLDER, PHILADELPHIA FINANCIAL
ADMINISTRATION SERVICES COMPANY, AS FISCAL AGENT, RGA REINSURANCE COMPANY, AS
COLLATERAL AGENT, PFASC HOLDINGS, LLC (SOLELY FOR THE PURPOSES OF SECTION 5.02
AND ARTICLE VII SET FORTH THEREIN) AND PHILADELPHIA FINANCIAL GROUP, INC.
(SOLELY FOR THE PURPOSES OF SECTION 5.03, ARTICLE VIII AND SECTION 11.05 SET
FORTH THEREIN), DATED AS OF JULY 13, 2012.
THE ISSUER SHALL NOT REGISTER OR ACKNOWLEDGE ANY