EXHIBIT 4.5
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITORY") (▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE
COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., 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.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A
NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
REGISTERED CUSIP NO.: PRINCIPAL AMOUNT
No. FXR-_____ __________ $____________
KEYSTONE FINANCIAL MID-ATLANTIC FUNDING CORP.
MEDIUM-TERM NOTE
(Subordinated Fixed Rate)
Payment of Principal, Premium, if any, and Interest Guaranteed by
KEYSTONE FINANCIAL,INC.
ORIGINAL ISSUE DATE: INTEREST RATE: % STATED MATURITY DATE
INTEREST PAYMENT DATE(S) DEFAULT RATE: %
[ ] January 15 and July 15
[ ] Other
INITIAL REDEMPTION DATE: INITIAL REDEMPTION ANNUAL REDEMPTION
PERCENTAGE: % PERCENTAGE
REDUCTION: %
OPTIONAL REPAYMENT DATE(S): [ ] CHECK IF AN
ORIGINAL ISSUE
DISCOUNT NOTE
Issue Price: %
DENOMINATION: SPECIFIED CURRENCY: AUTHORIZED EXCHANGE
[ ] United States dollars [ ] $100,000 and RATE AGENT:
[ ] Other: integral
multiples of
$1,000 in excess
thereof
[ ] Other:
ADDENDUM ATTACHED OTHER/ADDITIONAL
[ ] Yes PROVISIONS:
[ ] No
Keystone Financial Mid-Atlantic Funding Corp., a Pennsylvania corporation
(the "Company"), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the Principal sum of ___________________________________
________________________________________ DOLLARS on the Stated Maturity Date
specified above (except to the extent redeemed or repaid prior to the Stated
Maturity Date), and to pay interest thereon at the Interest Rate per annum
specified above, until the principal hereof is paid or duly made available for
payment, semiannually on January 15 and June 15 (each, an "Interest Payment
Date") in each year commencing on the first Interest Payment Date next
succeeding the Original Issue Date specified above, unless the Original Issue
Date occurs between a Regular Record Date (as defined below) and the next
succeeding Interest Payment Date, in which case commencing on the second
Interest Payment Date succeeding the Original Issue Date, to the Holder (as
defined below) of such Note on the Regular Record Date with respect to such
Interest Payment Date, and on the Stated Maturity Date shown above (or any
Redemption Date as defined on the reverse hereof or any Holder's Optional
Repayment Date with respect to which such option has been exercised, each such
Stated Maturity Date, Redemption Date and Optional Repayment Date being herein
referred to as a "Maturity-Date" with respect to the principal repayable on such
date). Interest on this Note will accrue from the most recent Interest Payment
Date to which interest has been paid or duly provided for or, if no interest has
been paid, from the Original Issue Date specified above, until the principal
hereof has been paid or duly made available for payment. If the Maturity Date
or an Interest Payment Date falls on a day which is not a Business Day (as
defined below), principal, premium, if any, and interest, if any, payable with
respect to such Maturity Date or Interest Payment Date will be paid on the next
succeeding Business Day with the same force and effect as if made on such
Maturity Date or Interest Payment Date, as the case may be, and no interest on
each payment shall accrue for the period from and after such Maturity Date or
Interest Payment Date. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions,
be paid to the Person (the "Holder") in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the Regular Record
Date, which shall be the January 1 or June 1 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date; provided, however,
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that interest payable on the Maturity Date will be payable to the Person to whom
the principal hereof shall be payable. Any such interest not so punctually paid
or duly provided for ("Defaulted Interest") will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to
2
the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee referred to on the reverse
hereof, notice whereof shall be given to the Holder of this Note not less than
10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner, all as more fully provided in the Indenture (as defined on the
reverse hereof).
As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law, regulation or executive order to close in The
City of New York or the Commonwealth of Pennsylvania; provided, however, that if
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the Specified Currency is other than United States dollars and any payment is to
be made in the Specified Currency in accordance with the provisions hereof, such
day is also not a day on which banking institutions are authorized or required
by law, regulation or executive order to close in the Principal Financial Center
(as defined below) of the country issuing the Specified Currency (or, in the
case of European Currency Units ("ECU"), is not a day that appears as an ECU
non-settlement day on the display designated as "ISDE" on the ▇▇▇▇▇▇ Monitor
Money Rates Service (or a day so designated by the ECU Banking Association) or,
if ECU non-settlement days do not appear on that page (and are not so
designated), is not a day on which payments in ECU cannot be settled in the
international interbank market). "Principal Financial Center" means the capital
city of the country issuing the Specified Currency, except that with respect to
United States dollars, Australian dollars, Deutsche marks, Dutch guilders,
Italian lire, Swiss francs and ECU, the "Principal Financial Center" shall be
The City of New York, Sydney, Frankfurt, Amsterdam, Milan, Zurich and
Luxembourg, respectively.
Payment of the principal of, premium, if any, and interest, if any, on,
this Note will be made in immediately available funds at the corporate trust
office of Bankers Trust Company (the "Paying Agent") in the Borough of
Manhattan, The City of New York, or at such other agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York;
provided, however, that if the Specified Currency specified above is other than
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United States dollars and such payment is to be made in the Specified Currency
in accordance with the provisions set forth below, such payment will be made by
wire transfer of immediately available funds to an account with a bank
designated by the holder hereof at least 15 calendar days prior to the Maturity
Date, provided that such bank has appropriate facilities therefor and that this
Note (and, if applicable, a duly completed repayment election form) is presented
and surrendered at the aforementioned office of the Trustee in time for the
Trustee to make such payment in such funds
3
in accordance with its normal procedures. Payment of interest on any Interest
Payment Date other than the Maturity Date may be made at the option of the
Company by check mailed to the address of the Holder as such address shall
appear in the Security Register; provided, however, that a Holder of not less
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than $10,000,000 aggregate principal amount (or, if the Specified Currency is
other than United States dollars, the equivalent thereof in the Specified
Currency) of the Notes (whether having identical or different terms and
provisions) may, by written notice to the Paying Agent at its corporate trust
office in The City of New York (or at such other address as the Company shall
give notice in writing) on or before the Regular Record Date preceding an
Interest Payment Date, arrange to have the interest payable on all Notes held by
such Holder on such Interest Payment Date, and all subsequent Interest Payment
Dates until written notice to the contrary is given to the Paying Agent, made by
wire transfer of immediately available funds to an account maintained at a bank
in The City of New York (or other bank consented to by the Company, which
consent may not be unreasonably withheld) as such Holder shall have designated;
provided that such bank has appropriate facilities therefor. Notwithstanding
the preceding sentence, payments of principal of, and premiums, if any, and
interest, if any, on, any Maturity Date will be made by wire transfer of
immediately available funds to a designated account maintained in the United
States upon (i) receipt of written notice by the Paying Agent from the Holder
hereof not less than one Business Day prior to such Maturity Date and (ii)
presentation of this Note at the corporate trust office of the Paying Agent in
the Borough of Manhattan, The City of New York or at such other office or agency
of the Company maintained for that purpose in the Borough of Manhattan, The City
of New York.
The Company is obligated to make payment of principal, premium, if any, and
interest in respect of this Note in the Specified Currency (or, if the Specified
Currency is not at the time of such payment legal tender for the payment of
public and private debts, in such other coin or currency of the country which
issued the Specified Currency as at the time of such payment is legal tender for
the payment of such debts). If the Specified Currency is other than United
States dollars, except as otherwise provided below, any such amounts so payable
by the Company will be converted by the Exchange Rate Agent specified above into
United States dollars for payment to the holder of this Note.
If the Specified Currency is other than United States dollars, the holder
of this Note may elect to receive such amounts in such Specified Currency. If
the holder of this Note shall not have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in the Specified Currency, any United States dollar
amount to be received by the holder of this Note will be based on
4
the highest bid quotation in The City of New York received by the Exchange Rate
Agent at approximately 11:00 A.M., New York City time, on the second Business
Day preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and approved by the Company for the purchase by the quoting dealer of
the Specified Currency for United States dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all holders of
Notes scheduled to receive United States dollar payments and at which the
applicable dealer commits to execute a contract. All currency exchange costs
will be borne by the holder of this Note by deductions from such payments. If
three such bid quotations are not available, payments on this Note will be made
in the Specified Currency.
If the Specified Currency is other than United States dollars, the holder
of this Note may elect to receive all or a specified portion of any payment of
principal, premium, if any, and/or interest in respect of this Note in the
Specified Currency by submitting a written request for such payment to the
Trustee at its corporate trust office in The City of New York on or prior to the
applicable Record Date or at least 15 calendar days prior to the Maturity Date,
as the case may be. Such written request may be mailed or hand delivered or
sent by cable, telex or other form of facsimile transmission. The holder of
this Note may elect to receive all or a specified portion of all future payments
in the Specified Currency in respect of such principal, premium, if any, and/or
interest and need not file a separate election for each payment. Such election
will remain in effect until revoked by written notice to the Trustee, but
written notice of any such revocation must be received by the Trustee on or
prior to the applicable Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be.
If the Specified Currency is other than United States dollars or a
composite currency and the holder of this Note shall have duly made an election
to receive all or a specified portion of any payment of principal, premium, if
any, and/or interest in respect of this Note in the Specified Currency and if
the Specified Currency is not available due to the imposition of exchange
controls or other circumstances beyond the control of the Company, the Company
will be entitled to satisfy its obligations to the holder of this Note by making
such payment in United States dollars on the basis of the Market Exchange Rate
(as defined below) on the second Business Day prior to such payment date or, if
such Market Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate or as otherwise specified on the face
hereof. The "Market Exchange Rate" for the Specified Currency means the noon
dollar buying rate in The City of New York for cable transfers for the Specified
Currency as certified for
5
customs purposes by (or if not so certified, as otherwise determined by) the
Federal Reserve Bank of New York. Any payment made under such circumstances in
United States dollars will not constitute an Event of Default (as defined in the
Indenture).
If the Specified Currency is a composite currency and the holder of this
Note shall have duly made an election to receive all or a specified portion of
any payment of principal, premium, if any, and/or interest in respect of this
Note in the Specified Currency and if such composite currency is unavailable due
to the imposition of exchange controls or other circumstances beyond the control
of the Company, then the Company will be entitled to satisfy its obligations to
the holder of this Note by making such payment in United States dollars. The
amount of each payment in United States dollars shall be computed by the
Exchange Rate Agent on the basis of the equivalent of the composite currency in
United States dollars. The component currencies of the composite currency for
this purpose (collectively, the "Component Currencies" and each, a "Component
Currency") shall be the currency amounts that were components of the composite
currency as of the last day on which the composite currency was used. The
equivalent of the composite currency in United States dollars shall be
calculated by aggregating the United States dollar equivalents of the Component
Currencies. The United States dollar equivalent of each of the Component
Currencies shall be determined by the Exchange Rate Agent on the basis of the
most recently available Market Exchange Rate for each such Component Currency,
or as otherwise specified on the face hereof.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the holder of this Note.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions
6
shall for all purposes have the same effect as if set forth at this place.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions."
Unless the Certificate of Authentication hereon has been executed by the
Trustee under the Indenture by the manual signature of one of its authorized
officers, this Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and a facsimile of its corporate seal to be
imprinted hereon.
[SEAL] KEYSTONE FINANCIAL MID-ATLANTIC FUNDING CORP.
By: _________________________
Name:
Title:
Attest:
By: ___________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated herein, issued under the Indenture
described herein.
BANKERS TRUST COMPANY,
as Trustee
By: ________________________
Authorized Signatory
7
[REVERSE OF NOTE]
KEYSTONE FINANCIAL MID-ATLANTIC FUNDING CORP.
MEDIUM-TERM NOTE
(Subordinated Fixed Rate)
This Medium-Term Note is one of a duly authorized series of Securities (the
"Securities") of the Company issued and to be issued under a Subordinated
Indenture, dated as of April __, 1997 (the "Indenture"), among the Company, the
Guarantor (as defined below) and Bankers Trust Company, as Trustee (the
"Trustee", which term shall include 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 thereunder of the Company, the
Guarantor, the Trustee and the Holders of the Notes and the terms upon which the
Notes are, and are to be, authenticated and delivered. The Medium-Term Notes
(the "Notes") may bear different dates, mature at different times, bear interest
at different rates and vary in such other ways as are provided in the Indenture.
The payment of principal of and premium, if any, and interest (including
any Additional Amounts payable in respect thereof) on this Note is expressly
subordinated and subject in right of payment, as provided in the Indenture, to
the prior payment of any and all Senior Company Indebtedness, as defined in the
Indenture, and this Note is subject to such provisions, and each Holder of this
Note, by accepting the same, agrees, expressly for the benefit of present and
future holders of Senior Company Indebtedness, whether now or hereafter
outstanding, to and shall be bound by such provisions.
This Note may be subject to repayment at the option of the Holder on the
Optional Repayment Date(s), if any, indicated on the face hereof. If no
Optional Repayment Dates are set forth on the face hereof, this Note may not be
so repaid at the option of the Holder hereof prior to the Stated Maturity Date.
On any Optional Repayment Date, this Note shall be repayable in whole or in part
in increments of $1,000 (provided that any remaining principal hereof shall be
at least $100,000) at the option of the Holder hereof at a repayment price equal
to 100% of the principal amount to be repaid together with accrued interest
thereon payable to the applicable Optional Repayment Date. For this Note to be
repaid in whole or in part at the option of the Holder hereof, this Note must be
received, with the form entitled "Option to Elect Repayment" below duly
completed, by the Paying Agent at its corporate trust office in the Borough of
Manhattan, The City of New York, or at such other place or places as the Company
shall from time to time notify the Holders of the Notes, not more than 60 nor
less than 30
8
days prior to the applicable Optional Repayment Date. Exercise of such
repayment option by the Holder hereof shall be irrevocable.
This Note may be redeemed at the option of the Company on any date on and
after the Initial Redemption Date, if any, specified on the face hereof (each
such date fixed for redemption, a "Redemption Date"). If no Initial Redemption
Date is set forth on the face hereof, this Note may not be redeemed at the
option of the Company prior to the Stated Maturity Date. On and after the
Initial Redemption Date, if any, this Note may be redeemed at any time in whole
or from time to time in part in increments of $1,000 (provided that any
remaining principal hereof shall be at least $100,000) at the option of the
Company at the applicable Redemption Price referred to below together with
accrued interest thereon payable to the Redemption Date, on notice given not
more than 60 nor less than 30 days prior to the Redemption Date. In the event
of redemption of this Note in part only, a new Note for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the surrender
hereof.
If this Note is redeemable at the option of the Company, the "Redemption
Price" shall initially be the Initial Redemption Percentage, specified on the
face hereof, of the principal amount of this Note to be redeemed and shall
decline at each anniversary of the Initial Redemption Date by the Annual
Redemption Percentage Reduction, if any, specified on the face hereof, of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.
If this Note is an Original Issue Discount Note as specified on the face
hereof, the amount payable to the holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to the sum of
(1) the Issue Price specified on the face hereof (increased by any accruals of
the Discount, as defined below) and, in the event of any redemption of this Note
(if applicable), multiplied by the Initial Redemption Percentage (as adjusted by
the Annual Redemption Percentage Reduction, if applicable) and (2) any unpaid
interest on this Note accrued from the Original Issue Date to the Redemption
Date, Repayment Date or date of acceleration of maturity, as the case may be.
The difference between the Issue Price and 100% of the principal amount of this
Note is referred to herein as the "Discount."
For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued so as to cause the yield on the Note to be
constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period
9
between Interest Payment Dates (with ratable accruals within a compounding
period) and an assumption that the maturity of this Note will not be
accelerated. If the period from the Original Issue Date to the initial Interest
Payment Date (the "Initial Period") is shorter than the compounding period for
this Note, a proportionate amount of the yield for an entire compounding period
will be accrued. If the Initial Period is longer than the compounding period,
then such period will be divided into a regular compounding period and a short
period, with the short period being treated as provided in the preceding
sentence.
Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Date or the Maturity Date, as the case may be.
Interest payments for this Note will be computed and paid on the basis of a 360-
day year of twelve 30-day months.
Except as may be provided in the Indenture, if an Event of Default with
respect to the Notes shall occur and be continuing, the Trustee or the Holders
of not less than 25% in principal amount of the Outstanding Notes may declare
the principal of all the Notes due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company, the
Guarantor, and the Trustee with the consent of the Holders of not less than 66
2/3% in aggregate principal amount of the Securities at the time Outstanding of
each series affected thereby. The Indenture also contains provisions permitting
the Holders of specified percentages in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of each series, to waive compliance by the Company or the
Guarantor with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.
The Guarantor, or a Subsidiary (as defined in the Indenture) thereof, may
directly assume, by a supplemental indenture, the due and punctual payment of
the principal of, and premium, if any, and interest, if any, on, all of the
Securities, in which case the Company shall be released from its liability as
obligor on the Securities.
10
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, and premium, if any, and
interest on, this Note at the times, places and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture, and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security Register
of the Company upon surrender of this Note for registration of transfer at the
corporate trust office of Bankers Trust Company, as Security Registrar, in the
Borough of Manhattan, The City of New York or at such other agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company, and this Note duly executed by, the Holder
hereof or by his attorney duly authorized in writing and thereupon one or more
new Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in minimum
denominations of $100,000 or any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture, and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes in authorized denominations, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer or
exchange, the Company, the Guarantor, the Trustee and any agent of the Company,
the Guarantor or the Trustee may treat the Holder as the owner hereof for all
purposes, whether or not this Note is overdue, and neither the Company, the
Guarantor, the Trustee nor any agent thereof shall be affected by notice to the
contrary.
The Indenture and the Notes shall be governed by, and construed in
accordance with, the laws of the State of New York applicable to agreements made
and to be performed in such State.
All terms used but not defined herein shall have the meanings assigned to
such terms in the Indenture.
11
GUARANTEE OF KEYSTONE FINANCIAL, INC.
For value received, Keystone Financial, Inc., a Pennsylvania corporation
(the "Guarantor"), hereby unconditionally guarantees to the Holder of this Note
the due and punctual payment of the principal of, and premium, if any, and
interest, if any, on (including any Additional Amounts payable in respect
thereof), this Note when and as the same shall become due and payable, whether
at the Stated Maturity Date or upon acceleration, redemption, repayment or
otherwise, according to the terms of the Indenture. In case of the failure of
the Company punctually to make any such payment of principal, premium, if any,
or interest, the Guarantor hereby agrees to cause any such payment to be made
punctually when and as the same shall become due and payable, whether at the
Stated Maturity Date or upon acceleration, redemption, repayment or otherwise,
and as if such payment were made by the Company.
The payment of principal of and premium, if any, and interest (including
any Additional Amounts payable in respect thereof) on the Notes under the
Guarantee is expressly subordinated and subject in right of payment, as provided
in the Indenture, to the prior payment of any and all Senior Guarantor
Indebtedness, as defined in the Indenture, and this Guarantee and the related
Note are subject to such provisions, and each Holder of the Notes, by accepting
the same, agrees, expressly for the benefit of present and future holders of
Senior Guarantor Indebtedness, whether now or hereafter outstanding, to and
shall be bound by such provisions.
The Guarantor hereby agrees that its obligations under this Guarantee shall
be as principal and not merely as surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of this Note or the Indenture, any failure to
enforce the provisions of this Note or the Indenture, or any waiver,
modification, consent or indulgence granted to the Company with respect thereto
by the Holder of this Note or the Trustee, the recovery of any judgment against
the Company or any action to enforce the same, or any other circumstance which
may otherwise constitute a legal or equitable discharge of a surety or
guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of
the Company, any right to require a proceeding first against the Company,
protest or notice with respect to this Note or the indebtedness evidenced hereby
and all demands whatsoever, and covenants that this Guarantee will not be
discharged except by payment in full of the principal of, and premium, if any,
and interest, if any, on, this Note and the complete performance of all other
obligations contained herein.
12
The Guarantor shall be subrogated to all rights of the Holder of this Note
against the Company in respect of any amounts paid to such Holder by the
Guarantor pursuant to the provisions of this Guarantee; provided, however, that
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the Guarantor shall not be entitled to enforce, or to receive any payments
arising out of or based upon, such right of subrogation until payment in full of
the principal of, and premium, if any, and interest, if any, on, the Note and
the complete performance of all other obligations contained herein.
Subject to the next following paragraph, the Guarantor hereby certifies and
warrants that all acts, conditions and things required to be done and performed
and to have happened precedent to the creation and issuance of this Guarantee
and to constitute the same the valid obligation of the Guarantor have been done
and performed and have happened in due compliance with all applicable laws.
Unless the Certificate of Authentication hereon has been executed by the
Trustee under the Indenture by the manual signature of one of its authorized
officers, this Guarantee shall not be valid or obligatory for any purposes.
This Guarantee shall be governed by, and construed in accordance with, the
laws of the State of New York.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed in facsimile by its duly authorized officer under its corporate seal.
Dated:___________________
[SEAL]
KEYSTONE FINANCIAL, INC.
By: _______________________
Name:
Title:
Attest:
By: ________________________
Name:
Title:
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to the principal amount hereof together with interest to the
repayment date, to the undersigned, at_______________________________________
_______________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Paying Agent must receive at its corporate
trust office in The City of New York, or at such other place or places of which
the Company shall from time to time notify the Holder of this Note, not more
than 60 nor less than 30 days prior to an Optional Repayment Date, if any, shown
on the face of this Note, this Note with this "Option to Elect Repayment" form
duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be in increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be $100,000 or an integral multiple of $1,000 in excess thereof
(or, if the Specified Currency is other than United States dollars, the minimum
Authorized Denomination specified on the face hereof)) of the Notes to be issued
to the Holder for the portion of this Note not being repaid (in the absence of
any such specification, one such Note will be issued for the portion not being
repaid): $ __________________.
Dated: _____________ _______________________________________
NOTICE: The signature on this Option to Elect Repayment
must correspond with the name as written upon the face
of this Note in every particular, without alteration or
enlargement or any change whatever.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ______ Custodian _____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act_____________________
in common (State)
Additional abbreviations may also be used though not in the above list.
__________________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------
| |
|______________________________|______________________________________________
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
______________________________________________________________________________
this Note and all rights thereunder hereby irrevocably constituting and
appointing
____________________________________________________________________ Attorney to
transfer this Note on the books of the Trustee, with full power of substitution
in the premises.
Dated:_____________________ _______________________________________
_______________________________________
Notice: The signature(s) on this Assignment
must correspond with the name(s) as written
upon the face of this Note in every
particular, with out alteration or
enlargement or any change whatsoever.
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