The ▇▇▇▇▇▇▇ Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
SUBORDINATED TERM NOTE - SERIES T-36
--------------------------------------
Date of Issue Note Number
FOR VALUE RECEIVED, The ▇▇▇▇▇▇▇ Group, Inc., (the "Issuer") hereby promises to
pay the principal amount of _______________________________________________
on the Stated Maturity Date set forth below, as the same may be extended as
provided herein, to _______________________________________________________
Social Security Stated Maturity Date
or Employer I.D. ("Maturity")
(the "Holder"), or registered assigns, in the manner provided for on the reverse
side hereof. This Subordinated Term Note (the "Term Note") shall bear interest
on the unpaid principal amount from the date of issue until paid at the rate of
______________________________________________________________________________
per annum, such interest to be payable as provided herein.
ISSUANCE UNDER INDENTURE. This Term Note is one of a series of a duly
authorized issue of securities of the Issuer (each a "security" and, together,
the "Securities") issued and to be issued under an Indenture, dated as of
February 17, 1998 (herein call the "Indenture") between the Issuer and The Bank
of New York, as Trustee (herein called the "Trustee" which term includes any
successor Trustee under the Indenture) to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights, limitations, duties and immunities thereunder of the Issuer,
the Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered.
Reference is made to the further provisions of this Term Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
Unless the Certificate of Authentication hereon has been executed by the
Trustee, either directly or through an Authenticating Agent, by the manual or
facsimile signature of an authorized signer, this Term Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
INTEREST PAYMENT OPTIONS
Interest at the above rate will be paid:
________
[________] Monthly
[________] Quarterly
[________] At Maturity (Compounded Quarterly)
THIS SECURITY IS NOT A DEPOSIT, SAVINGS ACCOUNT OR AN OBLIGATIONS OF AN
INSURED DEPOSITORY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION (FDIC) OR ANY OTHER GOVERNMENTAL AGENCY.
ATTEST: THE ▇▇▇▇▇▇▇ GROUP, INC
By:___________________________ By:_______________________________
▇▇▇▇▇ ▇. ▇▇▇▇, Secretary ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman of the Board,
President and Chief Executive
Officer
Authentication Certificate:
This Term Note is one of the series of Securities referred to in the within-
mentioned Indenture.
The Bank of New York, as Trustee
__________________________________
Authorized Agent
PAYMENT AND INTEREST ACCRUAL. Payment of the principal of and interest on
this Term Note shall be made in lawful money of the United States at the
principal office of The ▇▇▇▇▇▇▇ Group, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the Issuer may designate to the
Holder in writing ("Place of Payment"); provided, however, that any such payment
may be made, at the option of the Issuer, by check mailed to the registered
address of the Holder. Upon payment or tender of payment hereof at Maturity or
earlier redemption (in whole), this Term Note shall be surrendered to the Issuer
for cancellation at the Place of Payment. Unless otherwise agreed in writing by
the Issuer, interest hereon shall cease to accrue, and the Issuer shall have no
further liability with respect thereto, upon payment (or tender of payment in
the aforesaid manner) of the outstanding principal amount hereof plus all
accrued but unpaid interest at Maturity or earlier redemption.
INTEREST RATE AND INTEREST RATE ADJUSTMENT. The interest rate payable on
the principal amount of this Term Note shall be determined by the Issuer and
shall not be less than the rate established for the most recent auction average
of United States Treasury Bills with maturities of 52 weeks but in no event
will the interest rate be less than 2% nor more than 12% per annum. The Issuer
may adjust the interest rate payable on this series of Securities. Any such
adjustment shall be determined in accordance with the preceding sentence on the
last Business Date of each month and shall be effective on the first day of the
succeeding month for Securities of this series issued or extended on or after
the first date of such month. Any adjustment of the interest rate shall remain
in effect unless and until a further adjustment is made by the Issuer.
POSSIBLE AUTOMATIC EXTENSIONS. No later than 15 days prior to Maturity,
the Company will give the Holder of this Term Note notice for first-class mail
of the Maturity and provide the Holder with a copy of the Company's most recent
quarterly report on From 10-Q filed with the United States Securities and
Exchange Commission (the "Commission"), or, if the Holder has not previously
been provided with such, a copy of the Company's most recent annual report on
Form 10-K filed with the Commission. This Term Note (with any interest payable
at Maturity being added to the principal amount hereof) will be automatically
extended for successive terms, equal in duration to the original term hereof,
at the rate of interest then in effect for Term Notes of this series unless,
prior to Maturity, the Issuer receives written notification of the Holder's
intent to redeem the Term Note or receive the interest payment due at Maturity.
All of the terms and conditions applicable to the Term Note when issued will
also apply during each period of extension. Upon any extension hereof, unless
this Term Note is surrendered and cancelled and a new Term Note is issued in its
stead, the principal amount of this Term Note shall be deemed amended to
include any accrued but unpaid interest that is added to the principal amount
and the date of Maturity shall be deemed amended to be the date of Maturity of
the period of extension.
OPTIONAL REDEMPTION BY ISSUER. This Term Note is subject to redemption upon
not less than 30 days notice by first class mail, at any time, as a whole or in
part, at the election of the Issuer, without premium, together with accrued
interest to the date fixed for redemption in such notice, but any interest
installment, which is due and payable on or prior to such date, will be payable
to the Holder at the close of business on the relevant interest payment date.
Each partial redemption payment shall be made as provided in the Indenture on
the Outstanding Securities of this series of the Securities called for
redemption.
REDEMPTION PRIOR TO MATURITY BY HOLDER. The Holder shall have the right at
its option to redeem this Term Note in whole or in part on any Business Date
prior to Maturity. Upon such redemption, the Holder shall forfeit an amount
equal to the difference between the amount of interest actually accrued on this
Term Note since the date of issuance (or, in the case of a renewal or extension
of this Term Note from the date of the most recent renewal or extension) and the
amount of interest that would have accrued on this Term Note had the rate of
interest been 3% less than the rate of interest actually accrued. When necessary
to comply with the requirements of this paragraph, any interest already paid to
or for the account of the Holder shall be deducted from the amount redeemed.
Holders shall also have the right to make partial redemption prior to Maturity;
provided, however, that, in the case of a partial redemption, a minimum
outstanding principal amount of $1,000 is maintained. The above-mentioned
forfeitures shall be evaluated only upon the amount so redeemed. This Term Note
may be redeemed before Maturity without forfeiture of any interest upon the
death of the Holder of this Term Note or when the Holder of this Term Note is
determined to be legally incompetent by a court or other administrative body
of competent jurisdiction. The Issuer retains the absolute right to require the
Holder at any time (including the time at which the Holder may otherwise request
a partial or full redemption of this Term Note) to give the Issuer no less than
30 days prior written notice by first class mail of a redemption demanded by the
Holder, which notice shall specify the principal amount of the Term Note to be
redeemed and the redemption date which shall be a Business Day. Upon any
redemption of this Term Note pursuant to this paragraph, accrued interest on the
redeemed amount to which the holder is entitled shall be payable on the
redemption date.
In the event of redemption of this Term Note in part only, a new Term Note
or Term Notes for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.
ASSIGNMENT. As provided in the Indenture and subject to certain limitations
set forth therein, this Term Note shall not be transferable to any person except
by endorsement and delivery by the Holder, or his duly authorized representative
at any Place of Payment referred to above and, upon surrender to the Issuer with
proper endorsement, a new instrument of like tenor shall be issued in the name
of the transferee. No service charge shall be made for any such registration
of transfer or exchange, but the Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Unless and until transferred in the manner aforesaid, the Issuer, the Trustee
and any agent or either of them, may treat the Holder whose name or names appear
on the face of this instrument as the absolute owner hereof for all purposes and
neither the Issuer, the Trustee nor any Paying Agent shall be affected by notice
to the contrary. If this Term Note is payable to two or more persons, they
shall be deemed to be joint tenants with right of survivorship and any and all
payments hereon shall be made to either, or the survivor of them.
SUBORDINATION. THE INDEBTEDNESS EVIDENCED BY THIS TERM NOTE IS, TO THE
EXTENT AND IN THE MANNER PROVIDED IN THE INDENTURE, SUBORDINATE AND THE SUBJECT
IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN FULL SENIOR INDEBTEDNESS (AS
DEFINED IN THE INDENTURE) OF THE ISSUER, THIS TERM NOTE, BY HIS ACCEPTANCE
HEREOF, AGREES TO AND SHALL BE BOUND BY ALL THE PROVISIONS OF THIS INDENTURE
RELATING TO SUCH SUBORDINATION.
EVENT OF DEFAULT. If any Event of Default, as defined in the Indenture,
shall occur and be continuing, the principal of all the Securities may be
declared due and payable in the manner and with the effect provided in the
Indenture.
WHEN PAYMENT DATE IS NOT A BUSINESS DAY. In any case where any interest
payment date, redemption date or the Stated Maturity Date (as set forth above)
of this Term Note shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Term Note) payment of principal
and interest need not be made at such Place of Payment on such date, but may be
made on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on the interest payment date or redemption date,
or at the Stated Maturity Date (as set forth above), provided that no interest
shall accrue for the period from and after such interest payment date,
redemption date or Stated Date, as the case may be.
ISSUABLE IN REGISTERED FORM ONLY. This Term Note is one of a series of
Securities issuable only in registered form without coupons.
DEFINED TERMS. All capitalized terms in this Term Note which are defined
in the Indenture and not otherwise defined herein shall have the meanings
assigned to them in the Indenture.