EXHIBIT 4.3
CUSIP NO.
REGISTERED NO. FIXR PRINCIPAL AMOUNT:
________________
CBI INDUSTRIES, INC.
MEDIUM-TERM NOTE, SERIES A
Due Nine Months or More from Date of Issue
(Fixed Rate)
If the registered owner of this Note (as indicated below) is
The Depository Trust Company (the "Depositary") or a nominee of
the Depositary, this Note is a global Note and the following
legend is applicable: Unless this certificate is presented by an
authorized representative of The Depository Trust Company (55
Water Street, New York, New York) to the issuer 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.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED
UNDER THE APPROXIMATE METHOD BELOW) WILL BE
COMPUTED SOLELY FOR PURPOSES OF APPLYING THE
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION
SET FORTH ON THE REVERSE HEREOF:
ISSUE PRICE:
ORIGINAL ISSUE DATE: INTEREST RATE: MATURITY DATE:
SPECIFIED CURRENCY: OPTION TO ELECT PAYMENT AUTHORIZED DENOMINATIONS
IN U.S. DOLLARS (only
applicable if Specified (if Specified Currency
Currency is other than is U.S. dollars):
U.S. dollars)
__ Yes __ No $1,000 and any integral
multiple of $1,000 in
excess thereof
INDEXED CURRENCY:
(if Specified Currency
is other than U.S.
dollars):
CURRENCY DETERMINATION AGENT: THIS SECURITY IS A:
__ Global Security
__ Certificated
Security (only
applicable if Specified
Currency is other than
U.S. dollars)
INTEREST PAYMENT DATES:
OPTIONAL REDEMPTION: INITIAL REDEMPTION DATE: REDEMPTION PRICE(S):
Initially ___% of
Principal
__ Yes __ No 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
OPTION TO ELECT OPTIONAL REPAYMENT OPTIONAL REPAYMENT
REPAYMENT: DATE(S): PRICE(S):
__ Yes __ No
REPAYMENT PROVISIONS:
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 TOTAL AMOUNT OF OID: ISSUE PRICE (expressed
DISCOUNT SECURITY: as a percentage of
__ Yes __ No aggregate principal
amount):
YIELD TO MATURITY: INITIAL ACCRUAL PERIOD OID: METHOD USED TO DETERMINE
YIELD FOR INITIAL
ACCRUAL
PERIOD:
__ Approximate __ Exact
CBI INDUSTRIES, INC., a Delaware corporation (herein called
the "Company", 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
______________________________ on the Maturity Date 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
for such interest, which shall be the May 31 or November 30
(whether or not a Business Day, as defined) next preceding such
Interest Payment Date; provided, however, that interest payable
at the Maturity Date 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 either
quarterly on each March 15, June 15, September 15 and December 15
or semiannually on each June 15 and December 15 as set forth in
the applicable Pricing Supplement, 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, by delivery of a written
request to the Paying Agent (as defined) at its principal office
in The City of New York, New York on or prior to the applicable
record date or at least 15 days prior to the Maturity Date, 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 record date or at least 15 days prior to the Maturity
Date, 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 Company
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 Company'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 Maturity Date 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 Maturity Date or upon earlier
redemption or repayment in respect of this Note will be paid in
immediately available funds upon surrender of this Note
accompanied by wire transfer instructions at the principal office
of the Paying Agent in the City of New York. 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 Maturity Date, as the case may be, by
the Holder, provided that, in the case of payment of principal of
(and premium, if any) and any interest due at the Maturity Date,
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.
If the registered owner of this Note (as indicated above) is
the Depositary or a nominee of the Depositary, this Note is a
global Note and the following legend is applicable except as
specified on the reverse hereof: THIS GLOBAL NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY 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 OF THE DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR.
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.
This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have
been manually signed by or on behalf of the Trustee under the
Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, CBI Industries, Inc. has caused this
instrument to be signed in its name by the facsimile signatures
of its duly authorized officers, and has caused a facsimile of
its corporate seal to be affixed hereunto or imprinted hereon.
Dated:
CBI INDUSTRIES, INC.
By: /S/ G.L. Schueppert
(Corporate Seal)
Attest:
By: /S/ R.K. Doty
Trustee's Certificate of Authentication
This is one of the Securities of the
series described herein and referred
to in the within-mentioned Indenture.
Chemical Bank, As Trustee
By:______________________________
Authorized Officer
[REVERSE SIDE OF SECURITIES]
CBI INDUSTRIES, INC.
MEDIUM-TERM NOTE, SERIES A
Section 1. General. This Note is one of a duly authorized
issue of debentures, notes, bonds or other evidences of
indebtedness of the Company (herein called the "Securities"), of
the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture, dated as of March 1, 1994,
between the Company and Chemical Bank, as Trustee (the
"Indenture"), 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 Company 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
"Medium-Term Notes, Series A" of the Company, limited in
aggregate principal amount to U.S. $100,000,000, 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 A.
Section 2. Payments. (a) Interest on this Note will be
payable semi-annually each June 15 and December 15 or as
otherwise set forth herein (the "Interest Payment Dates") and at
the Maturity Date or upon earlier redemption or repayment.
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
Maturity Date 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 Maturity Date.
(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 payment 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 Company'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 Company 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 City of New York 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 in
The City of New York, New York, 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 Maturity Date, 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 Maturity Date, 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 Company 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 Company, due to
the imposition of exchange controls or other circumstances beyond
the Company'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 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 Currency
Determination Agent shall be at its sole discretion (except to
the extent expressly provided herein or on the face hereof that
any determination is subject to approval by the Company) and, in
the absence of manifest error, shall be conclusive for all
purposes and binding on the Holder of this Note and the Company,
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 or 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 thereof is duly
provided for, the Company will, at all times, maintain a paying
agent (the "Paying Agent") in The City of New York capable of
performing the duties described herein to be performed by the
Paying Agent. The Company has initially appointed the Trustee as
the Paying Agent. The Company 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 on the face hereof,
the Company 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
Company 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 Maturity Date 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 Optional 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. 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 Maturity Date hereof in lieu of
the principal amount due at the Maturity Date 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 7. 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 8. Modifications and Waivers. The Indenture
contains provisions permitting the Company and the Trustee, with
the written consent of the Holders of not less than a majority in
aggregate principal amount of the Debt Securities of each series
affected (all such Holders voting as a single class) (which
Holders, in the case of a Global Security, shall be the
Depositary appointed by the Company as the Holder of the Global
Security which represents the Debt Securities), evidenced as in
the Indenture provided, to execute supplemental indentures adding
any provisions to or changing in any manner or eliminating any of
the provisions of the Indenture or any supplemental indenture or
modifying in any manner the rights of the Holders of Debt
Securities of such series; provided, however, that no such
supplemental indenture shall (i) change the fixed maturity of any
Debt Securities or reduce the principal amount thereof, reduce
the redemption premium thereon or reduce the rate or extend the
time of payment of interest thereon, without the consent of the
Holder of each Security so affected, or (ii) reduce the aforesaid
percentage of Debt Securities of any series, the consent of the
Holders of which is required for any such supplemental indenture
or for any waiver of default under the Indenture with respect to
the Debt Securities of such series, without the consent of the
Holders of all the Debt Securities of each series so affected.
It is also provided in the Indenture that the Holders of a
majority in aggregate principal amount of the Debt Securities of
any series may on behalf of all the Holders of the Debt
Securities of such series waive compliance with certain covenants
with respect to the Debt Securities of such series or waive any
past default with respect to the Debt Securities of such series
except a default (i) in the payment of the principal of, premium,
if any, or interest on any Debt Securities or in the payment of
any sinking fund installment or analogous obligation, if any is
required, or (ii) a default in respect of a covenant or provision
of the Indenture which cannot be modified or amended without the
consent of the Holder of each Debt Security of such series
affected.
Any such consent or waiver by the Holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders and
owners of this Note and of any Note which may be issued upon the
registration for transfer hereof or in exchange or substitution
herefor, irrespective of whether or not any notation of such
consent or waiver is made upon this Note or such other Notes.
No reference herein to the Indenture and no reference to any
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, if any, on this Note at the place, at the respective
times, at the rate and in the currency herein prescribed.
Section 9. Authorized Denominations. 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 Company in The City of New York, New York,
or at such other location or locations as may be provided for in
the Indenture.
Section 10. Registration of Transfer. Upon due presentment
for registration of transfer of this Note at the office or agency
of the Company in The City of New York, New York, 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 Company 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
Company within 90 days, (x) the Company 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 Company, 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 Company'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 11. Owners. Prior to due presentment for
registration of transfer of this Note, the Company, 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
Company nor the Trustee nor any Paying Agent nor any Security
Registrar shall be affected by any notice to the contrary.
Section 12. No Recourse Against Certain Persons. No
recourse shall be had for the payment of the principal (or
premium, if any) or the interest on this Note, or for any claim
based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture or any indenture supplemental thereto,
against any incorporator, stockholder, officer, director or
employee, as such, past, present or future, of the Company or any
successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
Section 13. Definitions. All terms used in this Note which
are defined in the Indenture shall have the meanings assigned to
them therein.
Section 14. 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 Company repay the principal amount of this Note or
portion hereof below designated at the Optional Repayment Price
indicated on the face hereof.
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 registration of
repaid, if amount to be Securities if to be issued
repaid is less principal otherwise than to the then
amount of this Security registered holder:
(principal amount remaining
must be an authorized
Name:________________________________
denomination)
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 Company, 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.