Exhibit 4.1(b)
NOTE NUMBER AGENT'S NAME
▇▇▇▇▇ ▇▇▇▇▇▇ GROUP INC.
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PRINCIPAL AMOUNT SETTLEMENT DATE TRADE DATE
U.S.$ (ORIGINAL ISSUE DATE)
--------------------------------------------------------------------------------
MATURITY DATE TRUSTEE'S CUST. NO. INTEREST RATE TAXPAYER ID OR TRANSFERRED
SOC. SEC. NO.
OF PURCHASER
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NAME AND ADDRESS OF REGISTERED OWNER MEDIUM-TERM
NOTE
PROGRAM
CHEMICAL BANK DELAWARE
TRUSTEE
CHEMICAL BANK
AUTHENTICATING
AGENT
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CUSTOMER'S RETAIN FOR THE TIME OF THE TRANSACTION WILL BE PLEASE SIGN AND RETURN SEE
COPY TAX PURPOSES FURNISHED UPON REQUEST OF THE CUSTOMER ENCLOSED RECEIPT REVERSE SIDE
----------------------------------------------------------------------------------------------------
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REGISTERED REGISTERED
▇▇▇▇▇ ▇▇▇▇▇▇ GROUP INC.
MEDIUM-TERM SUBORDINATED NOTE, SERIES D
Due from Nine Months to 30 Years from Date of Issue
(Fixed Rate)
No. U.S.$
CUSIP NO.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD
TO MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED
UNDER THE APPROXIMATE METHOD) BELOW WILL BE COMPLETED SOLELY
FOR PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.
ORIGINAL ISSUE DATE: INTEREST RATE: MATURITY DATE:
ISSUE PRICE: ORIGINAL ISSUE DISCOUNT BUSINESS DAY CENTERS:
SECURITY:
[ ] YES [ ] NO
REGULAR RECORD DATES: OPTIONAL REDEMPTION: PAYMENT OF ADDITIONAL
[ ] YES [ ] NO AMOUNTS:
[ ] YES [ ] NO
2
INTEREST PAYMENT DATES: REDEMPTION DATES: OPTION TO ELECT
REPAYMENT:
[ ] YES [ ] NO
TOTAL AMOUNT OF OID: REDEMPTION PRICES: REPAYMENT DATES:
YIELD TO MATURITY: GLOBAL SECURITY: REPAYMENT PRICES:
[ ] YES [ ] NO
INITIAL ACCRUAL PERIOD OID: DEPOSITARY:
OTHER TERMS:
▇▇▇▇▇ ▇▇▇▇▇▇ GROUP INC., a Delaware corporation
(herein called the "Company", which term includes any
successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay
to
, or registered assigns, the principal sum of
U.S. DOLLARS,
on the Maturity Date specified above, and to pay interest
thereon from and including the Original Issue Date shown
above or from and including the last date in respect of
which interest has been paid or provided for, as the case
may be. Interest will be paid on the Interest Payment Dates
shown above, commencing with the first such Interest Payment
Date following the Original Issue Date shown above, at the
Interest Rate per annum specified above until the principal
hereof is paid or made available for payment. The interest
so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of
business on the Regular Record Date specified above (whether
or not a Business Day) next preceding such Interest Payment
Date, except that in the case of a Security with an Original
Issue Date that is after a Regular Record Date and before
the next following Interest Payment Date, interest payable
on such Interest Payment Date will be paid to the Person in
whose name such Security was initially registered on the
Original Issue Date; provided, however, that interest
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payable at Maturity shall be payable to the Person to whom
principal shall be payable. Except as otherwise provided in
the Indenture, any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to
3
the Person in whose name this Security (or one or more
Predecessor Securities) 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, notice
whereof to be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities
exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture. If
this Security is not a Global Security, payments of interest
on this Security (other than interest payable at Maturity)
will be made by mailing a check to the person entitled
thereto at its address appearing in the Security Register
for the Securities on the applicable Regular Record Date.
Notwithstanding the foregoing, at the option of the Company
such payments may be made by wire transfer of immediately
available funds to an account with a bank located in the
continental United States (or other jurisdiction acceptable
to the Company and Chemical Bank, as Paying Agent), but only
if appropriate payment instructions have been received in
writing by the Paying Agent not less than 5 Business Days
prior to the applicable Interest Payment Date. Payments of
principal of, premium, if any, and interest will be made in
immediately available funds, if at maturity or upon earlier
redemption, then on the Maturity Date or the date fixed for
redemption, as applicable, upon surrender of this Security
at the principal corporate trust office of the Paying Agent
in the Borough of Manhattan, The City of New York, or such
other office or agency of the Company as may be designated
by it for such purpose in the Borough of Manhattan, The City
of New York (the "Notes Office"), provided that this
Security is presented to such office in time for the Paying
Agent to make such payments in such funds in accordance with
its normal procedures, and if upon early repayment, then on
the applicable Repayment Date, provided that the Holder
shall have complied with the requirements for repayment set
forth on the reverse hereof. If this Security is a Global
Security, the Depositary will be paid as agreed by the
Company, the Trustee, the Paying Agent and the Depositary
and beneficial owners hereof will be paid in accordance with
the Depositary's and its participants' procedures in effect
from time to time. "Maturity" shall mean the date on which
the principal of this Security or an installment of
principal becomes due, whether on the Maturity Date
specified above, upon redemption or early repayment or
otherwise.
If the registered owner of this Security (as
indicated above) is the Depositary or a nominee of the
Depositary, this Security is a Global Security and the
following legend is applicable: UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE FOR THE INDIVIDUAL SECURITIES REPRESENTED
HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A 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.
If the registered owner of this Security is The
Depository Trust Company or a nominee of The Depository
Trust Company, then unless this certificate is presented by
an authorized representative of The Depository Trust Company
(▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to 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 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.
REFERENCE IS ▇▇▇▇▇▇ MADE TO THE FURTHER PROVISIONS
OF THIS SECURITY SET FORTH IN FULL ON THE REVERSE HEREOF,
WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.
Unless the certificate of authentication hereon
has been executed by the Trustee referred to on the reverse
hereof, directly or through an Authenticating Agent, by
manual signature of an authorized officer, this Security
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 under its corporate seal.
Dated:
▇▇▇▇▇ ▇▇▇▇▇▇ GROUP INC.
By
-------------------------------
Title:
[Seal] Attest:
-------------------------------
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the Series designated
therein referred to in the within-mentioned Indenture.
Dated:
CHEMICAL BANK DELAWARE CHEMICAL BANK DELAWARE
As Trustee As Trustee
By OR
-------------------------- By Chemical Bank
Authorized Officer As Authenticating Agent
By
--------------------------
Authorized Officer
▇▇▇▇▇ ▇▇▇▇▇▇ GROUP, INC.
MEDIUM-TERM SUBORDINATED NOTE, SERIES D
Due from Nine Months to 30 Years
from Date of Issue
(Fixed Rate)
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an
Indenture dated as of March 15, 1988, as amended by a First
Supplemental Indenture dated as of September 22, 1989, by a
Second Supplemental Indenture dated as of March 22, 1991,
and by a Third Supplemental Indenture dated as of
November 30, 1993 (such Indenture, as so supplemented, is
herein called the "Indenture"), between the Company and
Chemical Bank Delaware, 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 of rights,
duties and immunities thereunder of the Company, the Trustee
and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on
the face hereof.
If so specified on the face hereof, the Company
will, subject to the limitations and exceptions set forth
below, pay to a Holder of this Security who is a United
States Alien (as defined below) such additional amounts
("Additional Amounts") as may be necessary in order that
every net payment of the principal of, premium, if any, and
interest on this Security, after deduction or withholding by
the Company, the Trustee or any of the Company's paying
agents for or on account of any present or future tax,
assessment or other governmental charge imposed upon such
Holder with respect to or as a result of such payment by the
United States or any political subdivision or taxing
authority thereof or therein, will not be less than the
amount provided herein to be then due and payable. However,
the Company shall not be required to make any such payment
of Additional Amounts for or on account of:
(a) any tax, assessment or other governmental
charge that would not have been imposed but for (i) the
7
existence of any present or former connection between
such Holder (or between a fiduciary, settlor or
beneficiary of, or a person holding a power over, such
Holder, if such Holder is an estate or a trust, or
between a member or shareholder of such Holder, if such
Holder is a partnership or corporation) and the United
States, including, without limitation, such Holder (or
such fiduciary, settlor, beneficiary, person holding a
power, member or shareholder) being or having been a
citizen or resident or treated as a resident thereof or
being or having been engaged in a trade or business
therein or being or having been present therein or
having or having had a permanent establishment therein,
or (ii) such ▇▇▇▇▇▇'s present or former status as a
domestic or foreign personal holding company, a passive
foreign investment company or a controlled foreign
corporation, a private foundation or other tax-exempt
organization for United States Federal income tax
purposes or a corporation that accumulates earnings to
avoid United States Federal income tax;
(b) any tax, assessment or other governmental
charge that would not have been so imposed but for the
presentation by the Holder of this Security for payment
on a date more than 15 days after the date on which
such payment became due and payable or the date on
which payment thereof was duly provided for, whichever
occurs later;
(c) any estate, inheritance, gift, sales,
transfer, excise or personal property tax or any
similar tax, assessment or other governmental charge;
(d) any tax, assessment or other governmental
charge that would not have been imposed but for the
failure to comply with certification, information,
documentation or other reporting requirements
concerning the nationality, residence, identity or
connection with the United States of the Holder or
beneficial owner of this Security, if such compliance
is required by statute or by regulation of the United
States or any taxing authority thereof as a
precondition to relief or exemption from such tax,
assessment or other governmental charge;
(e) any tax, assessment or other governmental
charge that is (i) payable otherwise than by deduction
or withholding from payments of principal of or
8
premium, if any, or interest on this Security or (ii)
required to be deducted or withheld by any paying agent
from any such payment, if (and only if) such payment
can be made without such deduction or withholding by
any other paying agent;
(f) any tax, assessment or other governmental
charge imposed on interest received by a person
holding, actually or constructively, 10 percent or more
of the total combined voting power of all classes of
stock of the Company entitled to vote (taking into
account the applicable attribution of ownership rules
under Section 871(h)(3) of the Internal Revenue Code of
1986, as amended (the "Code")) or that is a controlled
foreign corporation related to the Company (directly or
indirectly) through stock ownership; or
(g) any combination of items (a), (b), (c), (d),
(e) and (f);
nor will Additional Amounts be paid with respect to payment
of the principal of or premium, if any, or interest on this
Security to any United States Alien that is a fiduciary or
partnership or to a person other than the sole beneficial
owner of this Security to the extent that a beneficiary or
settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner would not have been
entitled to the Additional Amounts had such beneficiary,
settlor, member or beneficial owner been the Holder of this
Security.
The Company, at its option, may redeem this
Security as a whole, but not in part, at any time that this
Security is Registered in the name of a United States Alien,
on giving not less than 30 nor more than 45 days' notice to
the registered Holder hereof by mail in accordance with the
provisions of the Indenture (which notice shall be
irrevocable), at a redemption price equal to the principal
amount hereof (or, in the case of an Original Issue Discount
Security, the amount specified on the face hereof), together
with accrued interest to the redemption date, if the Company
determines that the Company has or will become obligated to
pay Additional Amounts on this Security on the next
succeeding Interest Payment Date as a result of any change
in, or amendment to, the laws (or any regulations or rulings
promulgated thereunder) of the United States or any
political subdivision or taxing authority thereof or therein
affecting taxation, or any change in the application or
9
official interpretation of such laws, regulations or rulings
by a taxing authority, court or regulatory agency, whether
or not rendered or taken with respect to the Company, or any
action taken by any taxing authority, court or regulatory
agency (including any change in administrative policy or
enforcement practice of such taxing authority), whether or
not taken with respect to the Company, which change or
amendment becomes effective, or action is taken, on or after
the Original Issue Date, and such obligation cannot be
avoided by the Company taking reasonable measures available
to it. Prior to giving any notice of redemption pursuant to
this paragraph, the Company shall deliver to the Trustee an
Officers' Certificate stating that the Company is entitled
to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of
the Company so to redeem have occurred, and an opinion of
independent legal counsel addressed to the Company and the
Trustee to the effect that the Company has or will become
obligated to pay such Additional Amounts as a result of such
change or amendment. Notice of the intention of the Company
to redeem this Security shall not be given earlier than 90
days prior to the earliest date that the obligation to pay
Additional Amounts would arise were a payment in respect of
this Security due on such date. From and after any
redemption date, if monies for the redemption of this
Security pursuant to this paragraph shall have been made
available for redemption on such redemption date, this
Security shall cease to bear interest and the only right of
the Holder of this Security shall be to receive payment of
the redemption price of this Security and all unpaid
interest accrued to such redemption date. For purposes of
this paragraph, the Trustee may rely on an Officers'
Certificate as to whether the registered Holder hereof is a
United States Alien.
The term "United States Alien" means any person
who, for United States Federal income tax purposes, is a
foreign corporation, a nonresident alien individual, a
nonresident alien fiduciary of a foreign estate or trust, or
a foreign partnership, one or more of the members of which
is, for United States Federal income tax purposes, a foreign
corporation, a nonresident alien individual or a nonresident
alien fiduciary of a foreign estate or trust.
If so specified on the face hereof, the Company may at
its option redeem this Security in whole or from time to
time in part on the date or dates designated as Redemption
Dates on the face hereof at the Redemption Price or
10
Redemption Prices designated on the face hereof, together
with accrued interest to the date of redemption. The
Company may exercise such option by mailing or causing the
Trustee to mail a notice of such redemption at least 30 but
not more than 45 days prior to the date of redemption. In
the event of redemption of this Security in part only, a new
Security or Securities of like tenor and with the same terms
and conditions for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the
cancellation hereof. If less than all of the Securities
having the same terms (except as to principal amount and
date of issuance) as this Security are to be redeemed, the
Securities to be redeemed shall be selected by the Trustee
by such method as the Trustee shall deem fair and
appropriate and otherwise as provided under the Indenture.
If so specified on the face hereof, this Security
will be repayable prior to the Maturity Date at the option
of the Holder on the date or dates or under the
circumstances designated as Repayment Dates on the face
hereof at the Repayment Price or Repayment Prices designated
on the face hereof together with accrued interest to the
date of repayment. In order for this Security to be repaid,
Chemical Bank, as Paying Agent, must receive at the Notes
Office at least 30 but not more than 45 days prior to the
applicable Repayment Date (a) appropriate wire instructions
and (b) either (i) this Security with the form below
entitled "Option to Elect Repayment" duly completed or
(ii) a telegram, telex, facsimile transmission or letter
from a member of a national securities exchange or the
National Association of Securities Dealers, Inc., or a
commercial bank or trust company in the United States or any
other "eligible guarantor institution" (as such term is
defined in Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended) setting forth the name of the Holder of
this Security, the principal amount of this Security, the
portion of the principal amount of this Security to be
repaid, the certificate number or a description of the tenor
and terms of this Security, a statement that the option to
elect repayment is being exercised thereby and a guarantee
that this Security with the form below entitled "Option to
Elect Repayment" duly completed will be received by the
Paying Agent not later than five Business Days after the
date of such telegram, telex, facsimile transmission or
letter. If the procedure described in clause (ii) of the
preceding sentence is followed, this Security with such form
duly completed must be received by the Paying Agent by such
fifth Business Day. Any tender of this Security for
11
repayment shall be irrevocable. The repayment option may be
exercised by the Holder of this Security for less than the
entire principal amount of this Security provided that the
principal amount of the Security remaining outstanding after
repayment is an authorized denomination. Upon such partial
repayment this Security shall be cancelled and a new
Security or Securities of like tenor and with the same terms
and conditions for the remaining principal amount hereof
shall be issued in the name of the Holder of this Security
or as otherwise specified in the form entitled "Option to
Elect Repayment". After exercise of the repayment option,
no transfer or exchange of this Security (or, if this
Security is to be repaid in part, the portion hereof to be
repaid) will be permitted. All questions as to the
validity, eligibility (including time of receipt) and
acceptance of this Security for repayment will be determined
by the Company, whose determination will be final, binding
and non-appealable.
The indebtedness evidenced by this Security is
expressly subordinated in right of payment, to the extent
and in the manner set forth in the Indenture, to the prior
payment in full of all Superior Indebtedness (as defined in
the Indenture) and this Security is issued subject to such
provisions of the Indenture, and each Holder of this
Security by accepting the same agrees to and shall be bound
by such provisions and authorizes and directs the Trustee on
his behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate such subordination
as provided in the Indenture and appoints the Trustee his
attorney-in-fact for any and all such purposes.
Interest payments on each Interest Payment Date
for this Security and at Maturity will include interest
accrued from and including the later of the Original Issue
Date or the most recent date to which interest has been paid
or provided for to but excluding such Interest Payment Date
or to but excluding Maturity. Interest payments for this
Security shall be computed and paid on the basis of a 360-
day year of twelve 30-day months.
Notwithstanding anything herein to the contrary,
the interest rate on this Security will in no event be
higher than the maximum rate permitted by New York law as
the same may be modified by United States law of general
applicability.
12
Any payment of principal of (and premium, if any)
or interest required to be made on this Security on a day
which is not a Business Day need not be made on such day,
but may be made on the next day which is such a Business Day
with the same force and effect as if made on such day, and
no interest shall accrue as a result of such delayed
payment. "Business Day" means each day, other than a
Saturday or Sunday, that is not a day on which banking
institutions in the Business Day Centers specified on the
face hereof are authorized or obligated by law or executive
order to close.
If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal
of the Securities of this series may be declared due and
payable in the manner and with the effect provided in the
Indenture.
Any terms or conditions of this Security ("Other
Terms") specified on the face hereof under "Other Terms"
shall apply to this Security. In the event of any conflict
between any Other Terms and any other terms or conditions of
this Security, the Other Terms shall control.
Notwithstanding anything herein to the contrary,
if this Security is an Original Issue Discount Security, the
amount payable in the event of acceleration following an
Event of Default prior to the Maturity Date hereof in lieu
of the principal amount due at the Maturity Date hereof
shall be the Amortized Face Amount of this Security as of
the date of declaration of acceleration. The "Amortized
Face Amount" of this Security shall be an amount equal to
(a) the Issue Price (as set forth on the face hereof) plus
(b) that portion of the difference between the Issue Price
and the principal amount hereof that has accrued at the
Yield to Maturity (as set forth on the face hereof)
(computed in accordance with generally accepted United
States bond yield computation principles) at the date as of
which the Amortized Face Amount is calculated, but in no
event shall the Amortized Face Amount of this Security
exceed its principal amount.
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 rights
of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of 66-2/3% in
13
principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages
in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities
of such series, to waive certain past defaults under the
Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of
this Security and of any Security 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 Security.
As set forth in, and subject to, the provisions of
the Indenture, no Holder of any Security of this series will
have any right to institute any proceeding with respect to
the Indenture or for any remedy thereunder, unless such
Holder shall have previously given to the Trustee written
notice of a continuing Event of Default with respect to this
series, the Holders of not less than 25% in principal amount
of the Outstanding Securities of this series shall have made
written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, the Trustee
shall not have received from the Holders of a majority in
principal amount of the Outstanding Securities of this
series a direction inconsistent with such request and the
Trustee shall have failed to institute such proceeding
within 60 days; provided, however, that such limitations do
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not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of (and premium, if
any) or interest on this Security on or after the respective
due dates expressed herein.
No reference herein to the Indenture and no
provision of this Security 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 Security 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
Security is registrable in the Security Register upon
surrender of this Security for registration of transfer to
the Security Registrar at the Notes Office duly endorsed by,
or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
14
executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of authorized
denominations and having the same terms and conditions and
for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
The Securities of this series are issuable only in
registered form, without coupons, in denominations of
U.S.$100,000 and any integral multiple of U.S.$1,000 in
excess thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this
series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of
different authorized denominations and having the same terms
and conditions, as requested by the Holder surrendering the
same.
No service charge shall 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 Security for
registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security is overdue,
and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
The Indenture and the Securities shall be governed
by and construed in accordance with the laws of the State of
New York.
All terms used in this Security which are defined
in the Indenture and are not otherwise defined herein shall
have the meanings assigned to them in the Indenture.
15
OPTION TO ELECT REPAYMENT
The undersigned owner of this Security hereby
irrevocably elects to have the Company repay the principal
amount of this Security or portion hereof below designated
at the applicable Repayment Price indicated on the face
hereof plus interest accrued to the applicable Repayment
Date.
Dated:
----------------------
-----------------------------
Signature
Sign exactly as name appears
on the front of this Security
[SIGNATURE GUARANTEE -
required only if Securities
are to be issued and delivered
to other than the registered
holder]
Principal amount to be Fill in for
repaid, if amount to be registration of
repaid is less than the Securities if to be
principal amount of this issued otherwise than
Security (principal amount to registered holder:
remaining must be an
authorized denomination) Name:
---------------------
U.S.$
--------------------- Address:
------------------
------------------
(Please print
name and address
including zip
code)
SOCIAL SECURITY OR
OTHER TAXPAYER ID
NUMBER
---------------------------
16
---------------------
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the face of this instrument, shall be
construed as though they were written out in full according
to applicable laws or regulations:
UNIF GIFT MIN ACT...
TEN COM - as tenants in ......... Custodian ..........
common (Cust) (Minor)
TEN ENT - as tenants by Under Uniform Gifts to
the entireties Minors Act
JT TEN - as joint tenants
with right of
survivorship and ..............................
not as tenants in (State)
common
Additional abbreviations may also be used though
not in the above list.
---------------------
FOR VALUED RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
Please Insert Social Security
or Other Identifying Number of
Assignee
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/ /
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
17
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the within Security and all rights thereunder, hereby
irrevocably constituting and appointing
attorney to transfer said Security
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on the books of the Company, with full power of substitution
in the premises.
Dated:
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Signature