Exhibit 4.1
OFFICERS' CERTIFICATE AND
AUTHENTICATION ORDER
We, IRVING LITTMAN, Vice President and Treasurer, and A. JAMES
BALKINS III, Secretary, of BOISE CASCADE CORPORATION, a Delaware
corporation (the "Company"), each hereby certifies pursuant to
Sections 102, 201, 301, and 303 of the Indenture, dated as of October 1, 1985,
and amended as of December 20, 1989, and August 1, 1990, between the Company
and First Trust of New York, National Association, as successor Trustee
(the "Indenture"), that:
A. The resolutions adopted by the Board of Directors of the
Company at its meeting held on July 30-31, 1992 (the "Resolution"), and the
action taken by the Chairman of the Board and Chief Executive Officer on
May 22, 1996 (the "Record of Action"), true, correct, and complete copies
of which have been attached hereto as Exhibits A and B, respectively
(without attachments), have not been in any way modified, amended,
rescinded, or revoked and remain on the date hereof in full force and
effect.
B. The Indenture, as amended, has been duly authorized, executed,
and delivered by the Company and is in full force and effect on and as of
the date hereof.
C. The terms of the Company's Medium-Term Notes, Series A, to be
issued from and after the date hereof, have been established in or pursuant
to the Board Resolution and the Record of Action and are as follows
(capitalized terms
2
used but not defined herein and defined in the Indenture having the
respective meanings ascribed to them in the Indenture; additional terms are
included in Exhibit C hereto):
1. The series of Securities, the authorization for which is
being hereby amended, is the Company's Medium-Term Notes, Series A (the
"Notes").
2. The aggregate principal amount of Notes which may be
authenticated and delivered under the Indenture is hereby increased by
$275,400,000.
3. The Notes shall be issuable as registered securities in
minimum denominations of $1,000 and integral multiples thereof.
4. Each Note will be represented by either a global Note
registered in the name of a nominee of the Depositary (each such Note
represented by a global Note being herein referred to as a "Book-Entry
Note") or a certificate issued in definitive registered form, without
coupons (a "Certificated Note"), as indicated in an Officer's Determination
of Terms Certificate in substantially the form attached hereto as Exhibit D
(a "Terms Certificate"). If a Note is represented by a global Note, the
name of the Depositary shall be set forth in the Terms Certificate.
5. The Notes will be due and payable on the dates indicated
in the Terms Certificate; provided, however, that no Note shall mature
earlier than nine months, or later than thirty years, after its date of
issue, unless otherwise provided for in a resolution of the Board of
Directors of the Company.
6. The Notes will bear interest as specified in the forms of
Note attached hereto as Exhibits E and F.
7. The applicable Terms Certificate will indicate either
that a Note cannot be redeemed or repaid, as the case may be, prior to its
Stated Maturity or that a Note will be redeemable or repayable, as the case
may be, at the option of the Company or the Holder, as the case may be, on
or after a specified date prior to its Stated Maturity at a specified price
or prices (which may include a premium), together with accrued interest to
the date of redemption or repayment, as the case may be. In addition, the
applicable Terms Certificate will indicate either that the Company will
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not be obligated to redeem or purchase a Note pursuant to any sinking fund
or analogous provisions or that the Company will be so obligated. If the
Company will be so obligated, the applicable Terms Certificate will
indicate the period or periods within which and the price or prices at
which the applicable Notes will be redeemed or purchased, in whole or in
part, pursuant to such obligation and the other detailed terms and
provisions of such obligation.
8. Payments of principal (and premium, if any) and interest
payable at Maturity on Notes, other than Book-Entry Notes, will be made in
immediately available funds at the Corporate Trust Office of First Trust of
New York, National Association, in the Borough of Manhattan, the City of
New York, provided that the Note is presented to the Trustee in time for
the Trustee to make such payments in such funds in accordance with its
normal procedures. All other interest payments will be made by check
mailed to the address of the Person entitled thereto as it appears in the
Security Register. Payment of principal (and premium, if any) and interest
on Book-Entry Notes represented by any permanent global Note registered in
the name of or held by the Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered owner and
Holder of the permanent global Note representing such Book-Entry Notes.
9. The Securities of such series shall be denominated in
U.S. dollars and payments of principal and interest on the securities of
such series shall be made in U.S. dollars.
10. Certificated Notes may be presented for registration of
transfer or exchange at the Corporate Trust Office of First Trust of New York,
National Association, 100 Wall Street, Suite 1600, New York, New York, or at
any other office or agency maintained by the Company for such purpose.
11. The Notes shall contain and be subject to any additional
terms and conditions as may be set forth in a Terms Certificate.
12. A Terms Certificate setting forth the particular terms of
an issuance of Notes may be signed by, or delivered on behalf of any one
of, the Chairman of the Board and Chief Executive officer, the President
and Chief Operating Officer, any Executive Vice President, any Vice
President or the Treasurer of the Company.
D. (1) Such officer has read or caused to be read the provisions
of Sections 102, 201, 203, 301, and 303 of
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the Indenture and the definitions in the Indenture relating thereto;
(2) In connection with the issuance from time to time of up
to $275,400,000 aggregate principal amount of the Notes, such officer has
examined or caused to be examined the Resolution and the Record of Action
and such other related documents as such officer has deemed necessary or
appropriate to enable him to give this Certificate;
(3) Pursuant to the authority conferred by the resolutions
referred to in clause (2) above, the forms of Note attached hereto as
Exhibits E and F are hereby approved; the Notes shall have such additional
terms as shall be set forth in a Terms Certificate delivered to the Trustee
or its authenticating agent; and the Trustee is hereby instructed to insert
such terms on the face of the Notes;
(4) In such officer's opinion, such officer has made such
examination or investigation as is necessary to enable such officer to
express an informed opinion as to whether all conditions precedent provided
for in the Indenture (including any covenants compliance with which
constitute a condition precedent) to the establishment of the forms and
terms of the Notes and to the Trustee's authentication and delivery of the
Notes have been complied with; and
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(5) In such officer's opinion, all such conditions of the
Indenture, as they related to the establishment of the forms of the Notes,
have been complied with, and upon the delivery of the Terms Certificate
form attached hereto as Exhibit D determining the final terms of the Notes,
all such conditions of the Indenture, as they relate to the establishment
of the terms of the Notes, will have been complied with; and the Trustee,
on its own or acting through its authenticating agent, is hereby ordered to
authenticate the Notes in accordance with the terms of the Terms
Certificate and the Administrative Procedures attached to the Agency
Agreement, dated May 22, 1996, among the Company, Goldman, Sachs & Co. and
Salomon Brothers Inc.
IN WITNESS WHEREOF, I have hereunto signed my name as of this 22nd
day of May, 1996.
BOISE CASCADE CORPORATION
_____________________________
Irving Littman
Vice President and
Treasurer
_____________________________
A. James Balkins III
Secretary
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EXHIBIT E
[FACE OF SECURITY]
REGISTERED REGISTERED
No. FXR
CUSIP
BOISE CASCADE CORPORATION
MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
[Insert if the Security is to be a Global Security -- This Note 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 Notes 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 Note
(other than a transfer of this Note 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 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 hereon 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.]
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH ON
THE REVERSE HEREOF:
PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
REDEMPTION DATE: REDEMPTION PRICE: ANNUAL REDEMPTION
REDUCTION AMOUNT:
REPAYMENT DATE: REPAYMENT PRICE:
2
BOISE CASCADE CORPORATION, a corporation duly organized and
existing under the laws of Delaware (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 [Insert if
the Security is to be a Global Security -- Cede & Co., as nominee for The
Depository Trust Company], or registered assigns, the principal sum of
__________________________________________________________________________
Dollars on the Stated Maturity Date shown above, and to pay interest
thereon from the Original Issue Date shown above or, in the case of a Note
issued upon registration of transfer or exchange, from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on February 1 and August 1 of each year and at Maturity,
commencing on the first such Interest Payment Date next succeeding the
Original Issue Date, provided that if the Original Issue Date occurs
between a Regular Record Date and the corresponding Interest Payment Date,
the first payment of interest will be made on the next succeeding Interest
Payment Date to the holder of record on the Regular Record Date immediately
preceding such Interest Payment Date, at the rate per annum set forth
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
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Indenture and except as otherwise provided herein, be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest,
which shall be the January 16 or July 16 (whether or not a Business Day),
as the case may be, next preceding the February 1 and August 1 Interest
Payment Dates; provided, however, that interest payable at Maturity will be
payable to the Person to whom principal shall be payable. 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 the Person in whose name this Note (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 shall be given to Holders of Notes 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 Notes 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.
Payment of principal (and premium, if any) and interest on this
Note due at Maturity will be made in immediately available funds at the
Corporate Trust Office of the Trustee in the Borough of Manhattan, The City
of New
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York, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts
provided that this Note is presented to the Trustee in time for the Trustee
to make such payment in accordance with its normal procedures. All other
payments of interest will be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security
Register.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF 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 or be valid or obligatory for any purpose.
5
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated: BOISE CASCADE CORPORATION
[CORPORATE SEAL] By:__________________________________
Vice President and Treasurer
ATTEST:
_____________________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series
designated herein and referred to in the within-
mentioned Indenture.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION, as Trustee
By____________________________________
Authorized Officer
6
(BACK OF SECURITY)
BOISE CASCADE CORPORATION
MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
This Note is one of a duly authorized issue of securities of
the Company (herein called the "Notes"), issued and to be issued in one or
more series under an Indenture dated as of October 1, 1985, as amended by
the First Supplemental Indenture, dated as of December 20, 1989, and the
Second Supplemental Indenture, dated as of August 1, 1990, and as
supplemented from time to time (herein called the "Indenture"), between the
Company and Morgan Guaranty Trust Company of New York, as Trustee, 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
Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. As of September 2, 1994, First Trust of New
York, National Association, became the successor Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture)
under the Indenture. This Note is one of the series designated on the face
hereof. The Notes of this series may be issued from time to time at
varying Maturities and interest rates.
Interest payments for this Note will include interest accrued
to but excluding the Interest Payment Dates. Interest payments for this
Note shall be computed and paid on the basis of a 360-day year of twelve
30-day months.
Unless one or more Redemption Dates is specified on the face
hereof, this Note shall not be redeemable at the option of the Company
before the Stated Maturity Date specified on the face hereof. If one or
more Redemption Dates (or ranges of Redemption Dates) is so specified, this
Note is subject to redemption on any such date (or during any such range)
at the option of the Company, upon notice by first-class mail, mailed not
less than 30 days nor more than 60 days prior to the Redemption Date
specified in such notice, at the applicable Redemption Price specified on
the face hereof (expressed as a percentage of the principal amount of this
Note), together in the case of any such redemption with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is
prior to the Redemption Date will be payable to the Holder of this Note, or
one or more predecessor Notes, of record at the close of
7
business on the relevant Regular or Special Record Dates referred to on the
face hereof, all as provided in the Indenture. The Company may elect to
redeem this Note for less than the entire principal amount hereof, provided
that the principal amount, if any, of this Note that remains outstanding
after such redemption is an Authorized Denomination as defined herein.
Unless a Repayment Date is specified on the face hereof, this
Note shall not be repayable at the option of the Holder on any date prior
to the Stated Maturity Date specified on the face hereof. If a Repayment
Date is so specified, this Note is subject to repayment on any such date at
the option of the Holder at the applicable Repayment Price specified on the
face hereof (expressed as a percentage of the principal amount of this
Note), together in the case of any such repayment with accrued interest to
the Repayment Date, but interest installments whose Stated Maturity is
prior to the Repayment Date will be payable to the Holder of this Note, or
one or more predecessor Notes, of record at the close of business on the
relevant Regular or Special Record Dates referred to on the face hereof,
all as provided in the Indenture. For this Note to be repaid at the option
of the Holder, the Trustee must receive at the Corporate Trust Office, at
least 30 days but not more than 45 days prior to the Repayment Date on
which this Note is to be repaid, this Note and a statement that the option
to elect repayment is being exercised thereby. Exercise of the repayment
option by the Holder shall be irrevocable. The repayment option with
respect to this Note may be exercised by the Holder for less than the
entire principal amount hereof, provided that the principal amount, if any,
of this Note that remains outstanding after such repayment is an Authorized
Denomination as defined herein.
[INSERT SINKING FUND PROVISIONS IF APPLICABLE]
In the event of redemption or repayment of this Note in part
only, a new Note or Notes of this series and of like tenor and for a
principal amount equal to the unredeemed or unrepaid portion will be
delivered to the registered Holder upon the cancellation hereof.
If an Event of Default with respect to Notes of this series
shall occur and be continuing, the principal of the Notes of this series
may be declared due and payable in the manner and with the effect provided
in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Notes of
each series to be affected
8
under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than 66 2/3% in aggregate principal
amount of the Notes at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate 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 Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Note at the times, places and rate,
and in the coin or currency, herein prescribed. However, the Indenture
limits the Holder's right to enforce the Indenture and this Note.
In the event of the merger or consolidation of the obligor on
the Notes into, or of the transfer of its assets substantially as an
entirety to, a successor corporation, such successor corporation shall
assume payment of the Notes and performance of every covenant of the
Indenture on the part of the predecessor corporation to be performed, and
shall be substituted for the predecessor corporation under the Indenture;
and in the event of any such transfer, such predecessor corporation shall
be discharged from all obligations and covenants under the Indenture and
the Notes and may be dissolved and liquidated, all as more fully set forth
in the Indenture.
As provided in the Indenture and subject to certain limitations
set forth therein and as may be set forth on the face hereof, the transfer
of this Note is registrable in the Security Register, upon surrender of
this Note for registration of transfer at the office or agency of the
Company in the place where the principal of (and premium, if any) and
interest on this Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company, the
Trustee and the Security Registrar, duly executed by the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Notes of this series and of like tenor, of Authorized Denominations and for
the same aggregate
9
principal amount, will be issued to the designated transferee or transferees.
The Notes of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple
thereof (each such amount an "Authorized Denomination"). As provided in
the Indenture and subject to certain limitations set forth therein and as
may be set forth on the face hereof, Notes of this series are exchangeable
for a like aggregate principal amount of Notes of this series and of like
tenor of a different Authorized Denomination, 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.
The Notes of this series may be issued in the form of one or
more Global Securities to The Depository Trust Company as depositary for
the Global Securities of this series (the "Depositary") or its nominee and
registered in the name of the Depositary or such nominee.
Prior to due presentment of this Note 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 Note is registered as the
owner hereof for all purposes, whether or not this Note is overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
The Indenture and the Notes shall be governed by and construed
in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
10
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 _______________________________
_______________________________________________________________________
11
attorney to transfer said Note on the books of the Company, with full power
of substitution in the premises.
Dated:____________ ____________________________________________________
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.
1
EXHIBIT F
[FACE OF SECURITY]
REGISTERED REGISTERED
No. FLR
CUSIP
BOISE CASCADE CORPORATION
MEDIUM-TERM NOTE, SERIES A
(Floating Rate)
[Insert if the Security is to be a Global Security -- This Note 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 Notes 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 Note
(other than a transfer of this Note 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 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 hereon 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.]
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION
SET FORTH ON THE REVERSE HEREOF:
PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: STATED MATURITY DATE:
INDEX MATURITY: INTEREST RATE BASIS: SPREAD (+/1):
MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: SPREAD MULTIPLIER:
INTEREST RESET PERIOD:
2
INTEREST PAYMENT DATES:
INTEREST DETERMINATION
INTEREST RESET DATES: CALCULATION AGENT: DATE:
REDEMPTION DATE: REDEMPTION PRICE:
ANNUAL REDEMPTION
REDUCTION AMOUNT:
REPAYMENT DATE:
BOISE CASCADE CORPORATION, a corporation duly organized and
existing under the laws of Delaware (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 [Insert if
the Security is to be a Global Security -- Cede & Co., as nominee for The
Depository Trust Company"], or registered assigns, the principal sum of
_____________________________________________________________________
Dollars on the Stated Maturity Date shown above, and to pay interest
thereon from the Original Issue Date shown above or, in the case of a Note
issued upon registration of transfer or exchange, from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
on the Interest Payment Dates set forth above and at Maturity, commencing
on the first such Interest Payment Date next succeeding the Original Issue
Date, provided that if the Original Issue Date occurs between a Regular
Record Date and the corresponding Interest Payment Date, the first payment
3
of interest will be made on the next succeeding Interest Payment Date to
the holder of record on the Regular Record Date immediately preceding such
Interest Payment Date, at the rate per annum determined in accordance with
the provisions on the reverse hereof, depending on the Interest Rate Basis
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 and except
as otherwise provided herein, be paid to the Person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
fifteenth calendar day (whether or not such date is a Business Day) next
preceding each Interest Payment Date; provided, however, that interest
payable at Maturity will be payable to the person to whom principal shall
be payable. 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 the Person in whose name this Note (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 shall be given to Holders of Notes of this
series not less than 10 days prior to such Special Record Date, or be paid
at any time in any other
4
lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes 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.
Payment of principal (and premium, if any) and interest on this
Note due at Maturity will be made in immediately available funds at the
Corporate Trust Office of the Trustee in the Borough of Manhattan, The City
of New York, in any such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts, provided that this Note is presented to the Trustee in time for the
Trustee to make such payment in accordance with its normal procedures. All
other payments of interest will be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF 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 or be valid or obligatory for any purpose.
5
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated: BOISE CASCADE CORPORATION
[CORPORATE SEAL] By:__________________________________
Vice President and Treasurer
ATTEST:
_____________________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series
designated herein and referred to in the within-
mentioned Indenture.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION, as Trustee
By_____________________________________
Authorized Officer
6
[BACK OF SECURITY]
BOISE CASCADE CORPORATION
MEDIUM-TERM NOTE, SERIES A
(Floating Rate)
This Note is one of a duly authorized issue of securities of
the Company (herein called the "Notes"), issued and to be issued in one or
more series under an Indenture dated as of October 1, 1985, as amended by
the First Supplemental Indenture, dated as of December 20, 1989, and the
Second Supplemental Indenture, dated as of August 1, 1990, and as
supplemented from time to time (herein called the "Indenture"), between the
Company and Morgan Guaranty Trust Company of New York, as Trustee, 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
Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. As of September 2, 1994, First Trust of New
York, National Association, became the successor Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture)
under the Indenture. This Note is one of the series designated on the face
hereof. The Notes of this series may be issued from time to time at
varying Maturities and interest rates.
The rate of interest on this Note will be reset daily, weekly,
monthly, quarterly, semi-annually or annually (each an "Interest Reset
Date"), as specified on the face hereof. The Interest Reset Date will be,
if this Note resets daily, each Market Day; if this Note resets weekly
(unless the Interest Rate Basis on this Note is the Treasury Rate), the
Wednesday of each week; if this Note resets weekly and the Interest Rate
Basis on this Note is the Treasury Rate, the Tuesday of each week, except
as provided below; if this Note resets monthly, the third Wednesday of each
month; if this Note resets quarterly, the third Wednesday of March, June,
September and December; if this Note resets semi-annually, the third
Wednesday of two months of each year, as specified on the face hereof; and
if this Note resets annually, the third Wednesday of one month of each
year, as specified on the face hereof; provided, however, that the interest
rate in effect from the date of issue to the first Interest Reset Date will
be the Initial Interest Rate specified on the face hereof. If any Interest
Reset Date would otherwise be a day that is not a Market Day, the Interest
Reset Date shall be postponed to the next day that is a Market Day except
that if (i) the rate of interest on this Note will be determined in
accordance with
7
the provisions of the heading "Determination of LIBOR" below and (ii) such
Market Day is in the next succeeding calendar month, such Interest Reset
Date shall be the immediately preceding Market Day. Subject to applicable
provisions of law and except as specified herein, on each Interest Reset
Date, the rate of interest on this Note shall be the rate determined in
accordance with the provisions of the applicable heading below.
Determination of Commercial Paper Rate. If the Interest Rate
Basis on this Note is the Commercial Paper Rate, the interest rate with
respect to this Note shall equal (i) the Money Market Yield (calculated as
described below) of the rate on such Commercial Paper Interest
Determination Date (as defined below) for commercial paper having the Index
Maturity shown on the face hereof, as such rate is published by the Board
of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates", or any successor publication of the
Board of Governors of the Federal Reserve System ("H.15(519)"), under the
heading "Commercial Paper", or if such rate is not published prior to 9:00
A.M., New York City time, on the Calculation Date (as defined below)
pertaining to such Commercial Paper Interest Determination Date, then the
Commercial Paper Rate shall be the Money Market Yield of the rate on such
Commercial Paper Interest Determination Date for commercial paper having
the Index Maturity specified on the face hereof as published by the Federal
Reserve Bank of New York in its daily statistical release, "Composite 3:30
P.M. Quotations for U.S. Government Securities" or any successor
publication published by the Federal Reserve Bank of New York ("Composite
Quotations") under the heading "Commercial Paper", or (ii) if such rate is
not published in either H.15(519) by 9:00 A.M., New York City time, or in
Composite Quotations by 3:00 P.M., New York City time, on such Calculation
Date, the Commercial Paper Rate for that Commercial Paper Interest
Determination Date shall be calculated by the Calculation Agent and shall
be the Money Market Yield of the arithmetic mean (rounded upwards, if
necessary, to the next higher one hundred-thousandth of a percentage point)
of the offered rates, as of 11:00 A.M., New York City time, on such
Commercial Paper Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent
for commercial paper having the Index Maturity shown on the face hereof
placed for an industrial issuer whose bond rating is "AA", or the
equivalent, from a nationally recognized rating agency, adjusted in each of
the above cases by the addition or subtraction of the Spread, if any,
specified on the face hereof, or by multiplication by the Spread
Multiplier, if any, specified on the face hereof; provided, however, that
if the dealers selected as aforesaid
8
by the Calculation Agent are not quoting as mentioned above, the Commercial
Paper Rate will be the Commercial Paper Rate in effect hereon on such
Commercial Paper Interest Determination Date.
"Money Market Yield" shall be the yield (expressed as a
percentage rounded upwards, if necessary, to the next higher one hundred-
thousandth of a percentage point) calculated in accordance with the
following formula:
Money Market Yield = D x 360 x 100
360 - (D x M)
where "D" refers to the per annum rate for commercial paper, quoted on a
bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the interest period for which interest is being
calculated.
Determination of Federal Funds Effective Rate. If the Interest
Rate Basis on this Note is the Federal Funds Effective Rate, the interest
rate with respect to this Note shall equal (i) the rate published in
H.15(519) under the heading "Federal Funds (Effective)" for each Federal
Funds Effective Interest Determination Date (as defined below) or, if not
so published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Federal Funds Effective Interest Determination Date,
then the Federal Funds Effective Rate will be the rate on such Federal
Funds Effective Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate", or (ii) if
such rate is not published in either H.15(519) by 9:00 A.M., New York City
time, or in Composite Quotations by 3:00 P.M., New York City time, on such
Calculation Date, the Federal Funds Effective Rate for that Federal Funds
Effective Interest Determination Date shall be calculated by the
Calculation Agent and shall be the arithmetic mean (rounded upwards, if
necessary, to the next higher one-hundred thousandth of a percentage point)
of the rates, as of 9:00 A.M., New York City time, on that Federal Funds
Effective Interest Determination Date, for the last transaction in
overnight Federal Funds arranged by three leading brokers of Federal Funds
transactions in The City of New York selected by the Calculation Agent,
adjusted in each of the above cases by the addition or subtraction of the
Spread, if any, specified on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof; provided, however,
that if the brokers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Federal Funds Effective Rate
will be the Federal Funds Effective Rate in effect on such Federal Funds
Effective Interest Determination Date.
9
Determination of LIBOR. If the Interest Rate Basis on this
Note is LIBOR, the interest rate payable with respect to this Note shall be
determined in accordance with the following provisions:
(i) With respect to any LIBOR Interest Determination Date (as
defined below), LIBOR will be either (a) if "LIBOR Reuters" is specified on
the face hereof, the arithmetic mean (rounded upward, if necessary, to the
next higher one-hundred thousandth of a percentage point) of the offered
rates for deposits of not less than U.S.$1,000,000 having the Index
Maturity specified on the face hereof, commencing on the applicable
Interest Reset Date, that appears on the Designated LIBOR Page as of 11:00
A.M., London time, on such LIBOR Interest Determination Date, or (b) if
"LIBOR Telerate" is specified on the face hereof or if neither "LIBOR
Reuters" nor "LIBOR Telerate" is specified on the face hereof as the method
of calculating LIBOR, the rate for deposits of not less than U.S.$1,000,000
having the Index Maturity specified on the face hereof, commencing on such
Interest Reset Date, that appears on the Designated LIBOR Page as of 11:00
A.M., London time, on such LIBOR Interest Determination Date. If fewer than
two such offered rates appear, if LIBOR Reuters is specified on the face
hereof, or if no such rate appears, if LIBOR Telerate is specified on the
face hereof, LIBOR for such LIBOR Interest Determination Date will be
determined as described in (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on
which LIBOR is to be determined pursuant to this clause (ii), LIBOR will be
determined on the basis of the rates at approximately 11:00 A.M., London
time, on such LIBOR Interest Determination Date at which deposits in U.S.
dollars having the Index Maturity shown on the face hereof are offered to
prime banks in the London interbank market by four major banks in the
London interbank market selected by the Calculation Agent commencing on the
second London Market Day immediately following such LIBOR Interest
Determination Date and in a principal amount equal to an amount of not less
than US$1 million that in the Calculation Agent's judgment is
representative for a single transaction in such market at such time. The
Calculation Agent will request the principal London office of each of such
banks to provide a quotation of its rate. If at least two such quotations
are provided, LIBOR for such LIBOR Interest Determination Date will be the
arithmetic mean (rounded upwards, if necessary, to the next higher one
hundred-thousandth of a percentage point) of such quotations as determined
by the Calculation Agent, adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof, or by multiplication of the
Spread
10
Multiplier, if any, specified on the face hereof. If fewer than two
quotations are provided, LIBOR for such LIBOR Interest Determination Date
will be the arithmetic mean (rounded upwards, if necessary, to the next
higher one hundred-thousandth of a percentage point) of the rates quoted at
approximately 11:00 A.M., New York City time, on such LIBOR Interest
Determination Date by three major banks in The City of New York, selected
by the Calculation Agent, for loans in U.S. dollars to leading European
banks, having the Index Maturity shown on the face hereof commencing on the
second London Market Day immediately following such LIBOR Interest
Determination Date and in a principal amount equal to an amount of not less
than US$l million that in the Calculation Agent's judgment is
representative for a single transaction in such market at such time,
adjusted by the addition or subtraction of the Spread, if any, specified on
the face hereof, or by multiplication by the Spread Multiplier, if any,
specified on the face hereof; provided, however, that if the banks selected
as aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, LIBOR will be the LIBOR in effect on such LIBOR Interest
Determination Date.
Designated LIBOR Page means (i) if "LIBOR Reuters" is specified
on the face hereof, the display on the Reuter Monitor Money Rates Service
(or any successor service) for the purpose of displaying the London
interbank rates of major banks, or (b) if "LIBOR Telerate" is specified on
the face hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified on the face hereof as the method for calculating LIBOR, the
display on the Dow Jones Telerate Service (or any successor service) for
the purpose of displaying the London interbank rates of major banks.
Determination of Treasury Rate. If the Interest Rate Basis on
this Note is the Treasury Rate, the interest rate payable with respect to
this Note shall equal the rate for the most recent auction of direct
obligations of the United States ("Treasury bills") having the Index
Maturity shown on the face hereof as published in H.15(519), under the
heading "U.S. Government Securities - Treasury Bills - auction average
(investment)" on each Treasury Interest Determination Date (as defined
below) or, if not so published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Treasury Interest Determination Date,
the auction average rate (expressed as a bond equivalent, rounded upward,
if necessary, to the next higher one hundred-thousandth of a percentage
point, on the basis of a year of 365 or 366 days as applicable, and applied
on a daily basis) for such auction as otherwise announced by the United
States Department of the Treasury, in either case, adjusted by the addition
or subtraction of
11
the Spread, if any, specified on the face hereof, or, by multiplication by
the Spread Multiplier, if any, specified on the face hereof. In the event
that the results of the auction of Treasury bills having the Index Maturity
shown on the face hereof are neither published in H.15(519) by 9:00 A.M.,
New York City time, nor otherwise published or reported as provided above
by 3:00 P.M., New York City time, on such Calculation Date or if no such
auction is held in a particular week, then the Treasury Rate shall be
calculated by the Calculation Agent and shall be a yield to Maturity
(expressed as a bond equivalent, rounded upward, if necessary, to the next
higher one hundred-thousandth of a percentage point on the basis of a year
of 365 or 366 days, as applicable, and applied on a daily basis) of the
arithmetic mean of the secondary market bid rates, as of approximately 3:30
P.M., New York City time, on such Treasury Interest Determination Date, of
three leading primary United States government securities dealers selected
by the Calculation Agent, for the issue of Treasury bills with a remaining
maturity closest to the Index Maturity shown on the face hereof, adjusted
by the addition or subtraction of the Spread, if any, specified on the face
hereof, or by multiplication by the Spread Multiplier, if any, specified on
the face hereof; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Treasury Rate will be the Treasury Rate in effect on such
Treasury Interest Determination Date.
[INSERT OTHER INTEREST RATE BASIS PROVISIONS, IF APPLICABLE]
Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, shown on the face hereof. The Calculation
Agent shall calculate the interest rate on this Note in accordance with the
foregoing on or before each Calculation Date. The interest rate on this
Note 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.
The Calculation Agent will, upon the request of the Holder of
this Note, provide to such Holder the interest rate hereon then in effect
and, if different, the interest rate which will become effective as a
result of a determination made on the most recent Interest Determination
Date with respect to this Note.
If any Interest Payment Date specified on the face hereof would
otherwise be a day that is not a Market Day, the Interest Payment Date
shall be postponed to the next day that is a Market Day, except that if (i)
the rate of
12
interest on this Note shall be determined in accordance with the provisions
of the heading "Determination of LIBOR" above, and (ii) such Market Day is
in the next succeeding calendar month, such Interest Payment Date shall be
the immediately preceding Market Day. "Market Day" means any day that is
not a Saturday or Sunday and that, in The City of New York, is not a day on
which banking institutions generally are authorized or obligated by law or
executive order to close. "London Market Day" means any day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market.
The Interest Determination Date pertaining to an Interest Reset
Date if the rate of interest on this Note shall be determined in accordance
with the provisions of the heading "Determination of Commercial Paper Rate"
above (the "Commercial Paper Interest Determination Date") or the heading
"Determination of Federal Funds Effective Rate" above (the "Federal Funds
Effective Interest Determination Date") will be the second Market Day
preceding such Interest Reset Date with respect to such Note, unless
otherwise specified on the face hereof. The Interest Determination Date
pertaining to an Interest Reset Date if the rate of interest on this Note
shall be determined in accordance with the provisions of the heading
"Determination of LIBOR" above (the "LIBOR Interest Determination Date")
will be the second London Market Day preceding such Interest Reset Date,
unless otherwise specified on the face hereof. The Interest Determination
Date pertaining to an Interest Reset Date if the rate of interest on this
Note shall be determined in accordance with the provisions of the heading
"Determination of Treasury Rate" above (the "Treasury Interest
Determination Date") will be the day of the week in which such Interest
Reset Date falls on which Treasury bills would normally be auctioned,
unless otherwise specified on the face hereof. Treasury bills are usually
sold at auction on Monday of each week, unless that day is a legal holiday,
in which case the auction is usually held on the following Tuesday, except
that such auction may be held on the preceding Friday. If, as the result
of a legal holiday, an auction is so held on the preceding Friday, such
Friday will be the Treasury Interest Determination Date pertaining to the
Interest Reset Date occurring in the next succeeding week. If an auction
date shall fall on any Interest Reset Date for a Treasury Rate Note, then
such Interest Reset Date shall instead be the first Market Day immediately
following such auction date.
The Calculation Date, if applicable, pertaining to any Interest
Determination Date is the tenth day after such Interest Determination Date
or, if any such day is not a Market Day, the next succeeding Market Day.
13
Interest payments for this Note shall be the amount of interest
accrued from and including the last preceding Interest Payment Date and to,
but excluding, the next succeeding Interest Payment Date; provided,
however, that if the Interest Reset Dates with respect to such Note are
daily or weekly, interest payable on any Interest Payment Date, other than
interest payable on any date on which principal hereof is payable, will
include interest accrued from and including its original issue date or from
but excluding the last preceding Regular Record Date, as the case may be,
to and including the next succeeding Regular Record Date. Accrued interest
hereon from the Original Issue Date or from the last date to which interest
hereon has been paid is calculated by multiplying the face amount hereof by
an accrued interest factor. Such accrued interest factor is computed by
adding the interest factor calculated for each day from the Original Issue
Date or from the last date to which interest shall have been paid, to the
date for which accrued interest is being calculated. The interest factor
(expressed as a decimal rounded upwards, if necessary, to the next higher
one hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards (e.g., 9.876545% or .09876545 being
rounded to 9.87655% or .0987655, respectively)) for each such day shall be
computed by dividing the interest rate (expressed as a decimal rounded
upwards, if necessary, to the next higher one hundred-thousandth of a
percentage point) applicable to such day by 360, in the case of the
Commercial Paper Rate, Federal Funds Effective Rate or LIBOR, or by the
actual number of days in the year in the case of the Treasury Rate, unless
otherwise specified.
Unless one or more Redemption Dates is specified on the face
hereof, this Note shall not be redeemable at the option of the Company
before the Stated Maturity Date specified on the face hereof. If one or
more Redemption Dates (or ranges of Redemption Dates) is so specified, this
Note is subject to redemption on any such date (or during any such range)
at the option of the Company, upon notice by first-class mail, mailed not
less than 30 days nor more than 60 days prior to the Redemption Date
specified in such notice, at the applicable Redemption Price specified on
the face hereof (expressed as a percentage of the principal amount of this
Note), together in the case of any such redemption with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is
prior to the Redemption Date will be payable to the Holder of this Note, or
one or more predecessor Notes, of record at the close of business on the
relevant Regular or Special Record Dates referred to on the face hereof,
all as provided in the Indenture. The Company may elect to redeem this
Note for less than the entire principal amount hereof, provided that
14
the principal amount, if any, of this Note that remains outstanding after
such redemption is an Authorized Denomination as defined herein.
Unless a Repayment Date is specified on the face hereof, this
Note shall not be repayable at the option of the Holder on any date prior
to the Stated Maturity Date specified on the face hereof. If a Repayment
Date is so specified, this Note is subject to repayment on any such date at
the option of the Holder at the applicable Repayment Price specified on the
face hereof (expressed as a percentage of the principal amount of this
Note), together in the case of any such repayment with accrued interest to
the Repayment Date, but interest installments whose Stated Maturity is
prior to the Repayment Date will be payable to the Holder of this Note, or
one or more predecessor Notes, of record at the close of business on the
relevant Regular or Special Record Dates referred to on the face hereof,
all as provided in the Indenture. For this Note to be repaid at the option
of the Holder, the Trustee must receive at the Corporate Trust Office, at
least 30 days but not more than 45 days prior to the Repayment Date on
which this Note is to be repaid, this Note and a statement that the option
to elect repayment is being exercised thereby. Exercise of the repayment
option by the Holder shall be irrevocable. The repayment option with
respect to this Note may be exercised by the Holder for less than the
entire principal amount hereof, provided that the principal amount, if any,
of this Note that remains outstanding after such repayment is an Authorized
Denomination as defined herein.
[INSERT SINKING FUND PROVISIONS, IF APPLICABLE]
In the event of redemption or repayment of this Note in part
only, a new Note or Notes of this series and of like tenor and for a
principal amount equal to the unredeemed or unrepaid portion will be
delivered to the registered Holder upon the cancellation hereof.
If an Event of Default with respect to Notes of this series
shall occur and be continuing, the principal of the Notes of this series
may be declared due and payable in the manner and with the effect provided
in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Notes of
each series to be affected under the Indenture at an time by the Company
and the Trustee with the consent or the Holders of not less than 66 2/3% in
aggregate principal amount of the Notes at the time Outstanding of each
series to be affected. The
15
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate 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 Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Note at the times, places and rate,
and in the coin or currency, herein prescribed. However, the Indenture
limits the Holder's right to enforce the Indenture and this Note.
In the event of the merger or consolidation of the obligor on
the Notes into, or of the transfer of its assets substantially as an
entirety to, a successor corporation, such successor corporation shall
assume payment of the Notes and performance of every covenant of the
Indenture on the part of the predecessor corporation to be performed, and
shall be substituted for the predecessor corporation under the Indenture;
and in the event of any such transfer, such predecessor corporation shall
be discharged from all obligations and covenants under the Indenture and
the Notes and may be dissolved and liquidated, all as more fully set forth
in the Indenture.
As provided in the Indenture and subject to certain limitations
set forth therein and as may be set forth on the face hereof, the transfer
of this Note is registrable in the Security Register, upon surrender of
this Note for registration of transfer at the office or agency of the
Company in the place where the principal of (and premium, if any) and
interest on this Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company, the
Trustee and the Security Registrar, duly executed by the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Notes of this series and of like tenor, of Authorized Denominations and for
the same aggregate principal amount, will be issued to the designated
transferee or transferees.
16
The Notes of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple
thereof (each such amount an "Authorized Denomination"). As provided in
the Indenture and subject to certain limitations set forth therein and as
may be set forth on the face hereof, Notes of this series are exchangeable
for a like aggregate principal amount of Notes of this series and of like
tenor of a different Authorized Denomination, 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.
The Notes of this series may be issued in the form of one or
more Global Securities to The Depository Trust Company as depositary for
the Global Securities of this series (the "Depositary") or its nominee and
registered in the name of the Depositary or such nominee.
Prior to due presentment of this Note 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 Note is registered as the
owner hereof for all purposes, whether or not this Note is overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
The Indenture and the Notes shall be governed by and construed
in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
17
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
18
______________________________________________________ attorney to
transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:____________ __________________________________________________
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.