Exhibit 4.2
[FORM OF FIXED RATE NOTE]
[FACE OF NOTE]
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.
REGISTERED PRINCIPAL AMOUNT: ________
No. FXR-_____________ CUSIP: ________
DONALDSON, LUFKIN & JENRETTE, INC.
MEDIUM-TERM NOTE
(Fixed Rate)
ORIGINAL ISSUE INTEREST RATE: % MATURITY DATE:
DATE:
INTEREST PAYMENT DATE(S)
[ ] June 15 and December 15
[ ] Other:
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: % PERCENTAGE REDUCTION:
%
OPTIONAL REPAYMENT [ ] CHECK IF AN ORIGINAL
DATE(S): ISSUE DISCOUNT NOTE
Issue Price: %
SPECIFIED CURRENCY: AUTHORIZED DENOMINATION: EXCHANGE RATE AGENT:
[ ] United States dollars [ ] $1,000 and integral
[ ] Other: multiples thereof
[ ] Other:
ADDENDUM OTHER/ADDITIONAL
ATTACHED PROVISIONS:
[ ] Yes
[ ] No
Donaldson, Lufkin & Jenrette, Inc., a Delaware corporation (together
with its successors and assigns, the "Company"), for value received, hereby
promises to pay to or registered assignees, the
principal sum of on the Maturity specified above (except to the extent
redeemed or repaid prior to the Maturity Date) and to pay interest thereon from
the Original Issue Date specified above at the Interest Rate per annum
specified above until the principal hereof is paid or duly made available for
payment (except as provided below). The Company will pay interest in arrears on
each June 15 and December 15 (or such other Interest Payment Date(s) specified
above) commencing with the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Maturity Date (or any
Redemption Date or Repayment Date) (these and certain other capitalized terms
used herein are defined on the reverse of this Note); provided, however, that
if the Original Issue Date occurs between a Record Date, as defined below, and
the next succeeding Interest Payment Date, interest payments will commence on
the second Interest Payment Date succeeding the Original Issue Date to the
registered holder of this Note on the Record Date with respect to such second
Interest Payment Date; and provided, further, that if an Interest Payment Date
or the Maturity Date (or any Redemption Date or Repayment Date) would fall on a
day that is not a Business Day, payment of interest, premium, if any, or
principal otherwise payable on such date shall be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on the Interest Payment Date or on the Maturity Date (or any Redemption
Date or Repayment Date), and no interest shall accrue for the period from and
after the Interest Payment Date or the Maturity Date (or any Redemption Date or
Repayment Date) to such next succeeding Business Day.
Payment of the principal of this Note, any premium and the interest
due at the Maturity Date (or any Redemption Date or Repayment Date) will be
made in immediately available funds upon surrender of this Note at the office
or agency of such paying agent as the Company may determine maintained for that
purpose in the Borough of Manhattan, The City of New York (a "Paying Agent"),
or at the office or agency of such other Paying Agent as the Company may
determine.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other Provisions" apply to this Note as specified above, this Note shall be
subject to the terms set forth in such Addendum or such "Other Provisions".
Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for, from the Original Issue Date,
until the principal hereof has been paid or duly made available for payment
(except as provided herein). The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date, will, subject to certain
exceptions described herein, 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
date 15
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calendar days prior to an Interest Payment Date (whether or not a Business Day)
(each such date a "Record Date"); provided, however, that interest payable on
the Maturity Date (or any Redemption Date or Repayment Date) will be payable to
the person to whom the principal hereof shall be payable.
If the Specified Currency indicated on the face hereof is other than
U.S. dollars, any payment on this Note on an Interest Payment Date or the
Maturity Date (or any Redemption Date or Repayment Date) will be made in U.S.
dollars, as provided below, unless the holder hereof elects by written request
(which request shall also include appropriate wire transfer instructions) to
the Paying Agent at its corporate trust office in The City of New York received
on or prior to the Record Date relating to an Interest Payment Date or at least
10 days prior to the Maturity Date (or any Redemption Date or Repayment Date),
as the case may be, to receive such payment in such Specified Currency except
as provided on the reverse hereof; provided, that any U.S. dollar amount to be
received by a holder of this Note will be based on the highest bid quotation in
The City of New York received by the Exchange Rate Agent appointed by the
Company and identified above (the "Exchange Rate Agent"), at approximately
11:00 A.M., New York City time, on the second Business Day preceding the
applicable payment date from three recognized foreign exchange dealers (one of
which may be the Exchange Rate Agent) for the purchase by the quoting dealer of
such Specified Currency for U.S. dollars for settlement on such payment date in
the aggregate amount of such Specified Currency payable to all holders of Notes
having the same terms as this Note (including Original Issue Date) scheduled to
receive U.S. dollar payment and at which the applicable dealer commits to
execute a contract; provided, further, that if such bid quotations are not
available, such payments shall be made in such Specified Currency. All currency
exchange costs will be borne by the holder of this Note by deductions from such
payments. The holder hereof may elect to receive payment in such Specified
Currency for all such payments and need not file a separate election for each
such payment, and such election shall remain in effect until revoked by written
notice to the Paying Agent at its corporate trust office in The City of New
York received on a date prior to the Record Date for the relevant Interest
Payment Date or at least 10 calendar days prior to the Maturity Date (or any
Redemption Date or Repayment Date), as the case may be; provided, that such
election is irrevocable as to the next succeeding payment to which it relates;
if such election is made as to full payment on this Note, such election may
thereafter be revoked so long as the Paying Agent is notified of the revocation
within the time period set forth above.
If the Specified Currency indicated on the face hereof is U.S.
dollars, payment of the principal of and premium, if any, and interest on this
Note will be made in such coin or currency of the United States as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that payments of interest, other than interest due at maturity (or any
Redemption Date or Repayment Date) will be made by United
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States dollar check mailed to the address of the person entitled thereto as
such address shall appear in the Note register.
A holder of U.S. $5,000,000 (or, if the Specified Currency specified
above is other than U.S. dollars, the equivalent thereof in the Specified
Currency) or more in aggregate principal amount of Notes having the same
Interest Payment Date will be entitled to receive payments of interest, other
than interest due at maturity (or any Redemption Date or Repayment Date), by
wire transfer of immediately available funds to an account within the United
States maintained by the holder of this Note if appropriate wire transfer
instructions in writing have been received by the Paying Agent not less than 10
days prior to the applicable Interest Payment Date; provided, however, that,
unless alternative arrangements are made, any such payments to be made in a
Specified Currency other than U.S. dollars shall be made to an account at a
bank outside the United States.
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 Authenticating Agent, as defined on the reverse hereof, by manual
signature, this Note shall not be entitled to any benefit under the Indenture,
as defined on the reverse hereof, or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed under its corporate seal.
DONALDSON, LUFKIN & JENRETTE,
INC.
By:
----------------------------------------
Title:
By:
----------------------------------------
Title:
[SEAL]
Attest:
By:
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Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
as Trustee and Authenticating Agent
By:
----------------------------------
Authorized Signatory
DATED:
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[REVERSE OF NOTE]
DONALDSON, LUFKIN & JENRETTE, INC.
MEDIUM-TERM NOTE
(Fixed Rate)
This Note is one of a duly authorized issue of Medium-Term Notes
having maturities of nine months or more from the date of issue (the "Notes")
of the Company. The Notes are issuable under an indenture, dated as of June 8,
1998 (the "Indenture") between the Company and The Chase Manhattan Bank, as
trustee (the "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 of the Company, the Trustee and
holders of the Notes and the terms upon which the Notes are to be authenticated
and delivered. The Chase Manhattan Bank has been appointed Authenticating Agent
and Calculation Agent (the "Authenticating Agent" and "Calculation Agent",
respectively, which terms include any successor authenticating agent or
calculation agent, as the case may be) with respect to the Notes, and The Chase
Manhattan Bank at its corporate trust office in The City of New York has been
appointed the registrar and Paying Agent with respect to the Notes. The terms
of individual Notes may vary with respect to interest rates, interest rate
formulas, issue dates, maturity dates, or otherwise, all as provided in the
Indenture. To the extent not inconsistent herewith, the terms of the Indenture
are hereby incorporated by reference herein.
This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or subject to repayment at the
option of the holder prior to maturity.
This Note will be subject to redemption at the option of the Company
on any date on or after the Initial Redemption Date, if any, specified on the
face hereof, in whole or from time to time in part in increments of U.S.$1,000
or the minimum Authorized Denomination (provided that any remaining principal
amount hereof shall be at least U.S.$1,000 or such minimum Authorized
Denomination), at the Redemption Price (as defined below), together with unpaid
interest accrued thereon to the date fixed for redemption (each, a "Redemption
Date"), on notice given no more than 60 nor less than 30 calendar days prior to
the Redemption Date and in accordance with the provisions of the Indenture. The
"Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage shall decline at each
anniversary of the Initial Redemption Date by the Annual redemption Percentage
Reduction, if any, specified on the face hereof until the redemption Price is
100% of unpaid principal amount to be redeemed. In the event of redemption of
this Note in part only, a new Note of like tenor for the unredeemed portion
hereof and otherwise having
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the same terms as this Note shall be issued in the name of the holder hereof
upon the presentation and surrender hereof.
This Note will be subject to repayment by the Company at the option of
the holder hereof on the Optional Repayment Date(s), if any, specified on the
face hereof, in whole or in part in increments of U.S.$1,000 or the minimum
Authorized Denomination (provided that any remaining principal amount hereof
shall be at least U.S.$1,000 or such minimum Authorized Denomination), at a
repayment price equal to 100% of the unpaid principal amount to be repaid,
together with unpaid interest accrued thereon to the date fixed for repayment
(each, a "Repayment Date"). For this Note to be repaid, this Note must be
received, together with the form hereon entitled "Option to Elect Repayment"
duly completed, by the Trustee at its corporate trust office not more than 60
nor less than 30 calendar days prior to the Repayment Date. Exercise of such
repayment option by the holder hereof will be irrevocable. In the event of
repayment of this Note in part only, a new Note of like tenor for the unrepaid
portion hereof and otherwise having the same terms as this Note shall be issued
in the name of the holder hereof upon the presentation and surrender hereof.
If this Note is an Original Issue Discount Note as specified on the
face hereof, the amount payable to the holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to the sum of
(i) the Issue Price specified on the face hereof (increased by any accruals of
the Discount, as defined below) and, in the event of any redemption of this
Note (if applicable), multiplied by the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if applicable) and (ii)
any unpaid interest on this Note accrued from the Original Issue Date to the
Redemption Date, Repayment Date or date of acceleration of maturity, as the
case may be. The difference between the Issue Price and 100% of the principal
amount of this Note is referred to herein as the "Discount".
For purposes of determining the amount of Discount that has accrued as
of any Redemption Date, Repayment Date or date of acceleration of maturity of
this Note, such Discount will be accrued so as to cause the yield on the Note
to be constant (computed using the "Constant Yield" method in accordance with
the rules under the Internal Revenue Code of 1986, as amended). The constant
yield will be calculated using a 30- day month, 360-day year convention, a
compounding period that, except for the Initial Period (as defined below),
corresponds to the shortest period between Interest Payment Dates (with ratable
accruals within a compounding period) and an assumption that the maturity of
this Note will not be accelerated. If the period from the Original Issue Date
to the initial Interest Payment Date (the "Initial Period") is shorter than the
compounding period for this Note, a proportionate amount of the yield for an
entire compounding period will be accrued. If the Initial Period is longer than
the compounding period, then such period will be divided into a regular
compounding period and a short period, with the short period being treated as
provided in the preceding sentence.
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Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or earlier
Redemption Date or Repayment Date), as the case may be. Interest payments for
this Note will be computed and paid on the basis of a 360-day year of twelve
30-day months.
This Note is unsecured and ranks pari passu with all other unsecured
and unsubordinated indebtedness of the Company.
This Note, and any Note or Notes issued upon transfer or exchange
hereof, is issuable only in fully registered form, without coupons, and, if
denominated in U.S. dollars, is issuable only in denominations of U.S. $1,000
or any integral multiple of U.S. $1,000 in excess thereof. If this Note is
denominated in a Specified Currency other than U.S. dollars, then, unless a
higher minimum denomination is required by applicable law, it is issuable only
in the minimum Authorized Denomination specified on the face hereof or any
amount in excess thereof which is an integral multiple thereof.
In case a Default or an Event of Default with respect to the Notes, as
defined in the Indenture, shall have occurred and be continuing, the principal
hereof and the interest accrued hereon, if any, may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture contains provisions which provide that, without prior
notice to any holders of Notes, the Company and the Trustee may amend the
Indenture and the Notes of any series with the written consent of the holders
of a majority in principal amount of the outstanding Notes of all series
affected by such amendment (all such series voting as one class), and the
holders of a majority in principal amount of the outstanding Notes of all
series affected thereby (all such series voting as one class) by written notice
to the Trustee may waive future compliance by the Company with any provision of
the Indenture or the Notes of such series; provided that, without the consent
of each holder of the Notes of each series affected thereby, an amendment or
waiver, including a waiver of past defaults, may not: (i) extend the stated
maturity of the principal of, or any sinking fund obligation or any installment
of interest on, such holder's Note, or reduce the principal amount thereof or
the rate of interest thereon (including any amount in respect of original issue
discount), or any premium payable with respect thereto, or adversely affect the
rights of such holder under any mandatory redemption or repurchase provision or
any right of redemption or repurchase at the option of such holder, or reduce
the amount of the principal of an Original Issue Discount Note that would be
due and payable upon an acceleration of the maturity thereof or the amount
thereof provable in bankruptcy, or change any place of payment where, or the
currency in which, any Note of such series or any premium or the interest
thereon is payable, or impair the right to institute suit for the enforcement
of any such payment on or after the due date therefor; (ii) reduce the
percentage in principal amount of outstanding Notes of the relevant series
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the consent of whose holders is required for any such supplemental indenture,
for any waiver of compliance with certain provisions of the Indenture or
certain Defaults and their consequences provided for in the Indenture; (iii)
waive a Default in the payment of principal of or interest on any Note of such
holder; or (iv) modify any of the provisions of the Indenture governing
supplemental indentures with the consent of noteholders except to increase any
such percentage or to provide that certain other provisions of the Indenture
cannot be modified or waived without the consent of the holder of each
outstanding Note affected thereby.
It is also provided in the Indenture that, subject to certain
conditions, the holders of at least a majority in principal amount of the
outstanding Notes of all series affected (voting as a single class), by notice
to the Trustee, may waive an existing Default or Event of Default with respect
to the Notes of such series and its consequences, except a Default in the
payment of principal of or interest on any Note or in respect of a covenant or
provision of the Indenture which cannot be modified or amended without the
consent of the holder of each outstanding Note affected. Upon any such waiver,
such Default shall cease to exist, and any Event of Default with respect to the
Notes of such series arising therefrom shall be deemed to have been cured, for
every purpose of the Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto.
Except as set forth below, if the principal of, or premium, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Company for making
payments thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Company will be entitled to satisfy its obligations to the holder of
this Note by making such payments in U.S. dollars on the basis of the Market
Exchange Rate (as defined below) on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent practicable
date. 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.
All determinations referred to above made by the Company or its agents
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on holders of Notes.
So long as this Note shall be outstanding, the Company will cause to
be maintained an office or agency for the payment of the principal of and
premium, if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the
Notes. The Company may designate other
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agencies for the payment of said principal, premium, if any, and interest at
such place or places (subject to applicable laws and regulations) as the
Company may decide. So long as there shall be any such agency, the Company
shall keep the Trustee advised of the names and locations of such agencies, if
any are so designated.
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, premium, if any, and interest on this Note at the time, place,
and rate, and in the coin or currency, herein and in the Indenture prescribed
unless otherwise agreed between the Company and the registered holder of this
Note.
Upon due presentment for registration of transfer of this Note, a new
Note or 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.
Prior to due presentment of this Note for registration of transfer,
the Company or any agent of the Company, the registrar of the Notes or the
Trustee may treat the holder in whose name this Note is registered as the owner
hereof for all purposes, whether or not this Note be overdue, and neither the
Company, the Registrar, the Trustee nor any such agent shall be affected by
notice to the contrary.
No recourse shall be had for the payment of the principal of, or
premium, if any, or the interest on, this Note, 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, shareholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, either directly or through 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.
This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York (without regard to conflicts
of law principles thereof).
As used herein:
(a) the term "Business Day" means any day that is not a Saturday or
Sunday and that is not a day on which banking institutions are generally
authorized or obligated by law, regulation or executive order to close in The
City of New York and any other place of payment with respect to the applicable
Notes and (i) with respect to Notes
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denominated in a Specified Currency other than U.S. dollars or euro, "Business
Day" shall not include a day on which banking institutions are generally
authorized or obligated by law, regulation or executive order to close in the
principal financial center of the country of the Specified Currency, or (ii)
with respect to Notes denominated in the euro, "Business Day" shall also
include any day which the TransEuropean Real-Time Gross Settlement Express
Transfer (TARGET) System is in place.
(b) the term "Market Exchange Rate" shall mean the noon U.S. dollar
buying rate in The City of New York for cable transfers as published by the
Federal Reserve Bank of New York;
(c) the term "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction; and
(d) all other terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.
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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.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
[PLEASE INSERT SOCIAL NUMBER OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
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[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OF
ASSIGNEE]
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the within Note and all rights thereunder, hereby irrevocably
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constituting and appointing such person attorney to transfer
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such Note on the books of the Company, with full power of
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substitution in the premises.
Dated:
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NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Note in every
particular without alteration or enlargement or any change
whatsoever.
OPTION TO ELECT REPAYMENT
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The undersigned hereby irrevocably request(s) the Issuer to repay the within
Note (or portion thereof specified below) pursuant to its terms at a price
equal to the principal amount thereof, together with interest to the Optional
Repayment Date, to the undersigned, at
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(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be repaid,
specify the portion thereof (which shall be increments of $1,000 or such
minimum Authorized Denomination indicated on the face hereof) which the holder
elects to have repaid:
; and specify the denomination or denominations (which shall not be less
than $1,000 or such minimum Authorized Denomination) of the Notes to be issued
to the holder for the portion of the within Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid):
.
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Dated:
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NOTICE: The signature on this
Option to Elect Repayment must
correspond with the name as written
upon the face of the within
instrument in every particular
without alteration or enlargement.
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