CUSIP NO.: PRINCIPAL AMOUNT:
REGISTERED NO. FIXR.- $
FIRST INTERSTATE BANCORP
SUBORDINATED MEDIUM-TERM NOTE, SERIES D
Due One Month or More from Date of Issue
(Fixed Rate)
[INSERT IF THE SECURITY IS TO BE A GLOBAL SECURITY - THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS GLOBAL 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 NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY 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)
MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF [THE DEPOSITORY TRUST COMPANY/MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, BRUSSELS OFFICE, AS OPERATOR OF THE
EUROCLEAR SYSTEM/CEDEL, SOCIETE ANONYME] TO THE CORPORATION OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
SECURITY ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE
FOR, OR IN LIEU OF, THIS SECURITY IS REGISTERED IN THE NAME OF
[INSERT REGISTERED OWNER] OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT HEREON
IS MADE TO [INSERT REGISTERED OWNER], ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEREOF, [INSERT REGISTERED OWNER], HAS
AN INTEREST HEREIN.]
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET
FORTH ON THE REVERSE HEREOF:
ISSUE PRICE:
ORIGINAL ISSUE DATE:
SPECIFIED CURRENCY:
INTEREST RATE:
OPTION TO ELECT PAYMENT
IN U.S. DOLLARS (only
applicable if Specified
Currency is other than
U.S. dollars):
__ Yes __ No
STATED MATURITY:
AUTHORIZED DENOMINATIONS
(if Specified Currency is
U.S. dollars):
__ $1,000 and any
integral multiple
$1,000 in excess
thereof
__
INDEXED CURRENCY:
CURRENCY DETERMINATION
AGENT:
EXCHANGE RATE AGENT:
INTEREST PAYMENT DATES:
OPTIONAL REDEMPTION:
__ Yes __ No
OPTION TO ELECT
REPAYMENT:
__ Yes __ No
REPAYMENT PROVISIONS:
EXTENDIBLE MATURITY NOTE:
AMORTIZING NOTE:
Interest Rate Computation
Day count Fraction:
__ 30/360
__ _______________
REGULAR RECORD DATES:
INITIAL REDEMPTION DATE:
OPTIONAL REPAYMENT
DATE(S):
EXTENSION PERIOD:
AMORTIZING FORMULA:
(if Specified Currency is
other than U.S. dollars):
THIS SECURITY IS A:
__ Global Security
__ Certificated Security
(only applicable if
Specified Currency is
other than U.S. dollars)
REDEMPTION PRICE(S):
Initially ___% of
Principal Amount and
declining by ___% of the
Principal Amount on each
anniversary of the
Initial Redemption Date
until the Redemption
Price is 100% of the
Principal Amount
OPTIONAL REPAYMENT
PRICE(S):
AMORTIZATION PAYMENT
DATE(S):
If this Security was issued with "original issue discount" for
purposes of Section 1273 of the Internal Revenue Code of 1986, as
amended, the following shall be completed:
ORIGINAL ISSUE DISCOUNT
SECURITY:
__ Yes __ No
YIELD TO MATURITY:
TOTAL AMOUNT OF OID:
INITIAL ACCRUAL PERIOD
OID:
ISSUE PRICE (expressed as
a percentage of aggregate
principal amount):
METHOD USED TO DETERMINE
YIELD FOR INITIAL ACCRUAL
PERIOD:
__ Approximate
__ Exact
FIRST INTERSTATE BANCORP, a corporation duly organized and
existing under the laws of Delaware (herein called the
"Corporation", which term includes any successor Person under the
Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to __________________________, or registered
assigns, the principal sum of ________________________ (any
currency or currency unit being hereinafter referred to as a
"Specified Currency") on the Stated Maturity shown 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, as the case may be, to, but excluding, the
next succeeding Interest Payment Date. Interest will be paid on
the Interest Payment Dates shown above, commencing with the first
such Interest Payment Date next succeeding the Original Issue Date
shown above (except as provided below), at the rate per annum
specified above, until the principal hereof is paid or made
available for payment, and interest shall accrue on any overdue
principal and on any overdue installment of interest (to the extent
that the payment of such interest shall be legally enforceable) at
the rate per annum in effect at the time such principal or
installment of interest, as the case may be, was due and payable.
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 Note (or one or more
predecessor Notes) is registered at the close of business on the
Regular Record Date (whether or not a Business Day, as defined), as
the case may be, next preceding such Interest Payment Date as shown
above; provided, however, that interest payable at the Stated
Maturity or upon earlier redemption or repayment will be payable to
the Person to whom principal shall be payable. Payments of
principal and interest on Notes for which payments of principal and
interest are made in equal installments over the life of the
security ("Amortizing Notes"), will be made on each Interest
Payment Date set forth above, and at maturity or upon earlier
redemption or repayment. Such payments will be payable to the
Person in whose name such Amortizing Note is registered at the
close of business on the fifteenth day (whether or not a Business
Day) next preceding the respective Interest Payment Date. If this
Note was originally issued between a Regular Record Date and an
Interest Payment Date, the first payment of interest on this Note
will be made on the Interest Payment Date following the next
succeeding Regular Record Date to the registered owner of this Note
on such next succeeding Regular Record Date. Any interest not
punctually paid or duly provided for shall be payable as provided
in the Indenture.
If this Note is denominated in a Specified Currency other than
U.S. dollars, then the Holder may, be delivery of a written request
to the Paying Agent (as defined) at its principal office on or
prior to the applicable record date or at least 15 days prior to
the Stated Maturity, as the case may be, elect to receive all such
payments in U.S. dollars. Such election will remain in effect
until revoked by written notice received by the Paying Agent not
later than the applicable Regular Record Date or at least 15 days
prior to the Stated Maturity, as the case may be (but no such
revocation may be made with respect to payments made on this Note
if an Event of Default has occurred with respect hereto or upon the
giving of a notice of redemption). In addition, if bid quotations
for U.S. dollars of the type specified on the reverse side hereof
are not available, the Currency Determination Agent (which shall be
the Corporation unless otherwise as set forth above) will be unable
to exchange the Specified Currency for U.S. dollars and payments of
principal and interest will be made in the Specified Currency. If
the Specified Currency is unavailable due to the imposition of
exchange controls or to other circumstances beyond the
Corporation's control, payments will be made in U.S. dollars as
described on the reverse side hereof.
Payments in U.S. dollars of interest on this Note (other than
interest payable at the Stated Maturity or upon earlier redemption
or repayment) will be made by mailing a check to the Holder at the
address of the Holder appearing in the security register on the
applicable record date. Principal
and interest payable in U.S. dollars at the Stated Maturity or upon
earlier redemption or repayment in respect of this Note will be
paid in immediately available funds upon surrender of this Note at
the principal office of the Paying Agent in [the Borough of
Manhattan, The City of New York], accompanied by wire transfer
instructions. Payments in a Specified Currency other than U.S.
dollars of interest and principal on this Note will be made by wire
transfer to an account with a bank located in the country issuing
the Specified Currency (or with respect to Notes denominated in
European Currency Units, or "ECUs," Brussels), as shall have been
designated by filing the appropriate information with the Trustee
at its Corporate Trust Office at least 15 days prior to the
Interest Payment Date or Stated Maturity, as the case may be, by
the Holder, provided that, in the case of payment principal of (and
premium, if any) and any interest due at the Stated Maturity, the
Note is presented to the Paying Agent in time for the Paying Agent
to make such payments in such funds in accordance with its normal
procedures.
Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof and 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 referred to on the reverse hereof, directly
or through an Authenticating Agent, by manual signature of an
authorized signatory, this Note shall not be entitled to any
benefit under the Indenture of be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Corporation has caused this instrument
to be duly executed under its corporate seal.
Dated: FIRST INTERSTATE BANCORP
[Corporate Seal] By: ___________________________
Title
ATTEST:
By: _______________________________
Trustee's Certificate of Authentication
This is one of the Securities of the series described herein
and referred to in the within-mentioned Indenture.
[THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By: ____________________________________
Authorized Signatory
-- or --
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By: ____________________________________,
As Authenticating Agent
By:_____________________________________
Authorized Signatory]
[REVERSE OF NOTE]
FIRST INTERSTATE BANCORP
SUBORDINATED MEDIUM-TERM NOTE, SERIES D
(Fixed Rate)
Section 1. General. This Note is one of a duly authorized
issue of debentures, notes, bonds or other evidences of
indebtedness of the Corporation (herein called the "Securities"),
of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture, dated as of November 1, 1994
(the "Indenture"), between the Corporation and The First National
Bank of Chicago, as Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Corporation and the
Holders of the Notes. The Securities may be issued in one or more
series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different
redemption provisions, if any, may be subject to different sinking,
purchase or analogous funds, if any, and may otherwise vary as in
the Indenture provided. This Note is one of a series designated as
"Subordinated Medium-Term Notes, Series D" of the Corporation,
limited in aggregate principal amount to U.S. $1,000,000,000, or
its equivalent at the time of issue in foreign currencies or
currency units, or in such lesser amount as may be reduced by the
sale of Securities of another series. References herein to "Notes"
shall mean the Notes of said Series D.
Section 2. Payments. (a) Interest payments on each Interest
Payment Date for this Note will include accrued interest from and
including the Original Issue Date or from and including the last
date in respect of which interest has been paid, as the case may
be, to, but excluding, such Interest Payment Date, except that at
the Stated Maturity the interest payments will include accrued
interest from and including the Original Issue Date, or from and
including the last date in respect of which interest has been paid,
as the case may be, to, but excluding, the Stated Maturity.
(b) If this Note is denominated in other than U.S. dollars and
if the Holder has made the election described in paragraph (c)
below, payment in respect of this Note shall be made in U.S.
dollars based on the highest indicated bid quotation for the
purchase of U.S. dollars for the Specified Currency obtained by the
Currency Determination Agent at approximately 11:00 A.M., New York
City Time, on the second Business Day next preceding the applicable
date (the "Conversion Date") from the bank composite or multi-
contributor pages of the Quoting Source for three (or two if three
are not available) major banks in The City of New York. The first
three (or two) such banks selected by the Currency Determination
Agent which are offering quotes on the Quoting Source will be used.
If fewer than two such bid quotations are available at 11:00 A.M.,
New York City time, on the second Business Day next preceding the
applicable payment date, such payment will be based on the noon
buying rate in The City of New York for cable transfers for such
Specified Currency as certified for customs purposes by the Federal
Reserve Bank of New York (the "Market Exchange Rate") as of the
second Business Day next preceding the applicable payment date. If
the Market Exchange Rate for such date is not then available, such
payment will be made in the Specified Currency, unless such
Specified Currency is unavailable due to the imposition of exchange
controls or to other circumstances beyond the Corporation's
control, in which case payment will be made as described in
paragraph (d) below. As used herein, the "Quoting Source" means
Reuters Monitor Foreign Exchange Service, or if the Currency
Determination Agent determines that such service is not available,
Telerate Monitor Foreign Exchange Service, or if the Currency
Determination Agent determines that neither service is available,
such comparable display
or other comparable manner of obtaining quotations as shall be
agreed between the Corporation and the Currency Determination
Agent. All currency exchange costs associated with any payment in
U.S. dollars on this Note shall be borne by the Holder hereof by
deductions from such payments.
As used herein, "Business Day", means any Monday, Tuesday,
Wednesday, Thursday or Friday that in the Place of Payment is not a
day on which banking institutions are authorized or required by
law, regulation or executive order to close.
(c) If this Note is denominated in other than U.S. dollars,
the Holder of this Note may elect to receive all such payments in
U.S. dollars as described in paragraph (b) above by delivery of a
written request to the Paying Agent at its principal office which
must be received by the Paying Agent on or prior to the applicable
record date or at least 15 calendar days prior to the Stated
Maturity, as the case may be. Such election shall remain in effect
unless and until revoked by written notice to the Paying Agent, but
the Paying Agent must receive written notice of any such revocation
on or prior to the applicable record date or at least 15 calendar
days prior to the Stated Maturity, as the case may be (but no such
revocation may be made with respect to payments made on this Note
if an Event of Default has occurred with respect hereto or upon the
giving of a notice of redemption). In the absence of manifest
error, all determinations by the Currency Determination Agent shall
be final and binding on the Corporation and the Holder of this
Note.
(d) If payment of this Note is required to be made in a
Specified Currency (e.g. ECUs) other than U.S. dollars and on a
payment date with respect to this Note such currency is
unavailable, in the good faith judgment of the Corporation, due to
the imposition of exchange controls or other circumstances beyond
the Corporation's control, then all payments in respect of this
Note shall be made in U.S. dollars until such currency unit is
again available. Any payment made under such circumstances in U.S.
dollars where the required payment is in a Specified Currency other
than U.S. dollars will not constitute an Event of Default under the
Indenture. The amount of each payment of U.S. dollars shall be
computed on the basis of the equivalent of the currency unit in
U.S. dollars, which shall be determined by the Currency
Determination Agent on the following basis. The component
currencies of the currency unit for this purpose (the "Component
Currencies") shall be the currency amounts that were components of
the currency unit as of the Conversion Date. The equivalent of the
currency unit in U.S. dollars shall be calculated by aggregating
the U.S. dollar equivalents of the Component Currencies. The U.S.
dollar equivalent of each of the Component Currencies shall be
determined by the Currency Determination Agent on the basis of the
Market Exchange Rate for each such Component Currency that is
available as of the third Business Day prior to the date on which
the relevant payment is due and for each such Component Currency
that is unavailable, if any, as of the Conversion Date for such
Component Currency.
If the official unit of any Component Currency is altered by
way of combination or subdivision, the number of units of that
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 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 Currency
Determination Agent, in the absence of manifest error, shall be
conclusive for all purposes and binding on the Holder of this Note
and the Corporation, and the Currency Determination Agent shall
have no liability therefor.
(e) All percentages resulting from any calculations under
this Note will be rounded, if necessary, to the nearest one hundred
thousandth of a percentage point (with five one-millionths of one
percentage point being rounded upward) and all currency unit
amounts used in or resulting from any such calculation in respect
of the Notes will be rounded to the nearest one-hundredth of a unit
(with five one-thousandths being rounded upward).
(f) Until the Notes are paid or payment is duly provided for,
the Corporation will, at all times, maintain a paying agent (the
"Paying Agent") capable of performing the duties described herein
to be performed by the Paying Agent. The Corporation has initially
appointed the Trustee as the Paying Agent. The Corporation will
notify the Holders of such Notes, in accordance with the Indenture,
of any change in the Paying Agent or its address.
Section 3. Redemption. If so specified in the face hereof,
the Corporation may at its option redeem this Note in whole or from
time to time in part on or after the date designated as the Initial
Redemption Date on the face hereof at prices declining from a
premium specified on the face hereof, if any, to par together with
accrued interest to the date of redemption. The Corporation may
exercise such option by causing a notice of such redemption to be
mailed to each Holder by first class mail, postage prepaid, at
least 30 but not more than 60 days prior to the date of redemption.
In the event of redemption of this Note in part only, a new Note or
Notes 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 Notes with like tenor and terms to this Note are to be
redeemed, the Notes to be redeemed shall be selected by the Trustee
by such method as the Trustee shall deem fair and appropriate.
Section 4. Repayment. If so specified on the face hereof,
this Note will be repayable prior to the Stated Maturity at the
option of the Holder on the Optional Repayment Dates shown on the
face hereof at a price equal to 100% of the principal amount hereof
or, if this Note is a Discounted Security (as specified on the face
hereof), at the applicable Option Repayment Price shown on the face
hereof, together with accrued interest to the date of repayment.
Section 5. Sinking Fund. The Notes will not be subject to
any sinking fund.
Section 6. Subordination. The indebtedness evidenced by this
Note is, to the extent provided in the Indenture, subordinated and
junior to the prior payment in full of the principal of (and
premium, if any) and interest on all Senior Debt, as defined in the
Indenture, and this Note is issued subject to the provisions of the
Indenture with respect thereto. Each Holder of this Note, by
accepting the same, agrees that each holder of Senior Debt, whether
created or acquired before or after the issuance of this Note,
shall be deemed conclusively to have relied on such provisions in
acquiring and continuing to hold, or in continuing to hold, such
Senior Debt.
Section 7. Original Issue Discount Notes. Notwithstanding
anything herein to the contrary, if this Note is an Original Issue
Discount Note, the amount payable in the event of redemption or
repayment, or declaration of acceleration following an Event of
Default, prior to the Stated Maturity hereof in lieu of the
principal amount due at the Stated Maturity hereof shall be the
Amortized Face Amount of this Note as of the redemption date, the
date of repayment or the date of declaration of acceleration, as
the case may be. The "Amortized Face Amount" of this Note shall be
the 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
Note exceed its principal amount.
Section 8. Events of Default. In case an Event of Default,
as defined in the Indenture, with respect to the Notes shall have
occurred and be continuing, the Trustee or Holders of at least 25%
in principal amount of the Notes outstanding may declare the
principal amount of all the Notes, and upon such declaration such
principal amount of all the Notes shall become, due and payable, in
the manner, with the effect and subject to the conditions provided
in the Indenture.
Section 9. Modifications and Waivers. The Indenture permits,
with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the
Corporation and the rights of the Holders of the Notes of each
series to be affected under the Indenture at any time by the
Corporation and the Trustee with the consent of the Holders of not
less than 66 2/3% in principal amount of the Notes at the time
Outstanding of each series to be affected. The Indenture also
contains provisions permitting, with certain exceptions as therein
provided, the Holders of not less than a majority in principal
amount of the Notes of each series at the time Outstanding, on
behalf of the Holders of all Notes of such series, to waive
compliance by the Corporation 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 hereof or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the right of the
Holder of this Note, which is absolute and unconditional, to
receive payment of 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.
Section 10. Authorized Denominations. Unless otherwise
specified on the face hereof, Notes are issuable in registered form
without coupons in the minimum denomination of $1,000, or the
equivalent thereof in the Specified Currency, and in any larger
amount that is an integral multiple of $1,000. Notes may be
exchanged by the Holder hereof without charge except for any tax or
other governmental charge imposed in connection therewith, for a
like aggregate principal amount of Notes of other authorized
denominations in the manner and subject to the limitations provided
in the Indenture at the office or agency to be maintained by the
Corporation for such purpose.
Section 11. Registration of Transfer. Upon due presentment
for registration of transfer of this Note at the office or agency
of the Corporation maintained for such purpose one or more new
Notes of authorized denominations, for an equal aggregate principal
amount, will be issued to the transferee in exchange therefor
subject to the limitations provided in the Indenture, without
charge except for any tax or other governmental charge imposed in
connection therewith.
If this Note is a global Note (as specified on the face
hereof), this Note is exchangeable only if (w) the Depositary
notifies the Corporation and the Trustee in writing that it is
unwilling or unable to continue as Depositary for this global Note
or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended,
and a successor Depositary is not appointed by the Corporation
within 90 days, (x) the Corporation in its sole discretion
determines that this Note shall be exchangeable for certificated
Notes in registered form and delivers to the Trustee a written
order as described in the Indenture that this Note shall be so
exchangeable, or (y) there shall have occurred and be continuing an
Event of Default or an event
which, with the lapse of time or the giving of notice, or both,
would constitute an Event of Default with respect to the global
Notes represented hereby or (z) there shall exist such other
circumstances, if any, as specified for this purpose as
contemplated by Section 301 of the Indenture, provided that this
permanent global Note shall be surrendered by the Depositary, or
such other depositary as shall have been specified as provided in
the Indenture, to the Trustee, as the agent for such purpose, to be
exchanged, in whole or in part, for definitive Securities without
charge, and the Trustee shall authenticate and deliver, in exchange
for each portion of this permanent global Note, an equal aggregate
principal amount of definitive Securities, executed by the
Corporation, of the same series of authorized denominations and of
like tenor as the portion of this global Note to be exchanged,
which shall be in the form of registered Securities as provided in
the Corporation's written order as described in the Indenture.
Every Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, this global Note
other than pursuant to clauses (w), (x), (y) or (z) above, shall be
authenticated and delivered in the form of, and shall be, a Global
Security. Except as provided above, owners of beneficial interests
in this permanent global Note will not be entitled to receive
physical delivery of Notes in certificated registered form and will
not be considered the Holders thereof for any purpose under the
Indenture.
Section 12. Owners. Prior to due presentment for
registration of transfer of this Note, the Corporation, the
Trustee, any Paying Agent and the Security Registrar may deem and
treat the registered Holder hereof as the absolute owner of this
Note (whether or not this Note shall be overdue and notwithstanding
any notation of ownership or other writing hereon), for the purpose
of receiving payment of, or on account of, the principal hereof,
and, subject to the provisions on the face hereof, interest hereon,
and for all other purposes, and neither the Corporation nor the
Trustee nor any Paying Agent nor any Security Registrar shall be
affected by any notice to the contrary.
Section 13. Defeasance; Proceedings. The Indenture contains
provisions, which apply to this Note, for defeasance of (i) the
entire indebtedness of this Note and (ii) certain restrictive
covenants, subject in either case to compliance by the Corporation
with conditions set forth in the Indenture.
As provided in and subject to the provisions of the Indenture,
the Holder of this Note shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of
a receiver or trustee or for any other remedy thereunder, unless
such Holder shall have previously given the Trustee written notice
of a continuing Event of Default with respect to the Notes of this
series, the Holders of not less than 10% in principal amount of the
Notes of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect
of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from
the Holders of a majority in principal amount of Notes of this
series at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding,
for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Note for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.
Section 14. Definitions. All terms used in this Note which
are defined in the Indenture shall have the meanings assigned to
them therein.
Section 15. Governing Law. This Note shall be governed and
construed in accordance with the law of the State of New York.
OPTION TO ELECT REPAYMENT
The undersigned owner of this Note hereby irrevocably elects
to have the Corporation repay the principal amount of this Note or
portion hereof designated at the Optional Repayment Price indicated
on the face hereof.
Dated:
Principal amount to be
repaid, if amount to be
repaid is less principal
amount of this Security
(principal amount
remaining must be an
authorized denomination)
$
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].
Fill in for registration
of Securities if to be
issued otherwise than to
the then registered
holder:
Name:
Address:
(Please print name
and address
including zip code)
SOCIAL SECURITY OR OTHER
TAXPAYER ID NUMBER
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:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -..............Custodian.................
(Cust)
(Minor)
Under Uniform Gifts to
Minors Act
.......................................
(state)
Additional abbreviations may also be used though not in the above
list.
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:
______________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing attorney to
transfer said Note on the books of the Corporation, with full power of
substitution in the premises.
Dated:
Signature
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.