EXHIBIT 4.3
[To be included in Registered Global Notes only: Unless this certificate is
presented by an authorized representative of The Depository Trust Company, a
New York corporation ("DTC"), to the Issuer (as defined below) 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 is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC) ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this certificate may not be transferred except as a
whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another
nominee of DTC or by DTC or any such nominee to a successor Depositary or a
nominee of such successor Depositary.]
[FORM OF FACE OF NOTE]
No.__________________ $_______________
ALLIANCE CAPITAL MANAGEMENT L.P.
[ %] Note Due [ ]
ALLIANCE CAPITAL MANAGMENT L.P., a Delaware limited partnership (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to _____________ or registered assigns, at the office or agency
of the Issuer maintained for that purpose in the Borough of Manhattan, The City
of New York, or at such other paying agency as the Issuer may determine, the
principal sum of ________________ Dollars on ______________, in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest,
semiannually on __________________ and _______________ of each year, commencing
___________________, _______________, on said principal sum at said office or
agency, in like coin or currency, at the rate per annum specified in the title
of this Note, from the ______________ or the _________________, as the case may
be, next preceding
the date of this Note to which interest has been paid, unless the date hereof
is a date to which interest has been paid, in which case from the date of this
Note, or unless no interest has been paid on these Notes, in which case from
________________, _________________, until payment of said principal sum has
been made or duly provided for; provided, that payment of interest may be made
at the option of the Issuer by check mailed to the address of the person
entitled thereto as such address shall appear on the Security register.
Notwithstanding the foregoing, if the date hereof is after the ___________ day
of ____________ or ______________, as the case may be, and before the following
____________ or ______________, this Note shall bear interest from such
_________________ or ______________; provided, that if the Issuer shall default
in the payment of interest due on such _______________ or ______________, then
this Note shall bear interest from the next preceding _________________ or
__________________, to which interest has been paid or, if no interest has been
paid on these Notes, from _________________. The interest so payable on any
________________ or _________________, will, subject to certain exceptions
provided in the Senior Indenture referred to on the reverse hereof, be paid to
the person in whose name this Note is registered at the close of business on
the ________________ or _________________, as the case may be, next preceding
such ___________________ or ___________________.
Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under the Senior Indenture referred to on the reverse hereof.
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IN WITNESS WHEREOF, Alliance Capital Management L.P. has caused this
instrument to be signed by its duly authorized officers and has caused its
corporate seal to be affixed hereunto or imprinted hereon.
Dated: _______ __, 200_
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management
Corporation, its General Partner
By:
-----------------------------------
Name:
Title:
[SEAL]
Attest:_________________________
Title:
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities of the series designated herein referred to
in the within-mentioned Senior Indenture.
THE BANK OF NEW YORK, as Trustee
By:
-----------------------------------
Authorized Signatory
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[FORM OF REVERSE OF NOTE]
ALLIANCE CAPITAL MANAGEMENT L.P.
[ %] Note Due [ ]
This Note is one of a duly authorized issue of debentures, notes, bonds or
other evidences of indebtedness of the Issuer (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of [ ], 2001
(herein called the "Senior Indenture"), duly executed and delivered by the
Issuer to The Bank of New York, Trustee (herein called the "Trustee"), to which
Senior Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Issuer and the holders of
the Securities. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may
be subject to different redemption provisions (if any), may be subject to
different sinking, purchase or analogous funds (if any) and may otherwise vary
as in the Senior Indenture provided. This Note is one of a series designated as
the ____% Notes Due _______ of the Issuer, initially limited in aggregate
principal amount to $__________.
In case an Event of Default with respect to the ___% Notes Due
____________, as defined in the Senior Indenture, shall have occurred and be
continuing, the principal hereof 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 Senior Indenture.
The Senior Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding (as
defined in the Senior Indenture) of each series to be affected, evidenced as in
the Senior Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Senior Indenture or of any supplemental indenture or modifying in any
manner the rights of the Holders of the Securities of each such series;
provided, however, that no such supplemental indenture shall (i) extend the
final maturity of any Security, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, or reduce
any amount payable on redemption or repayment thereof, or change the currency
in which the principal thereof (including any amount in respect of original
issue discount) or interest thereon is payable, or reduce the amount of any
original issue discount security payable upon acceleration or provable in
bankruptcy, or impair the right to institute suit for the enforcement of any
payment on any Security
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when due or (ii) reduce the aforesaid percentage in principal amount of
Securities of any series issued under such Senior Indenture, the consent of the
Holders of which is required for any such modification. It is also provided in
the Senior Indenture that, with respect to certain defaults or Events of
Default regarding the Securities of any series, prior to any declaration
accelerating the maturity of such Securities, the Holders of a majority in
aggregate principal amount Outstanding of the Securities of such series (or, in
the case of certain defaults or Events of Default, all or certain series of the
Securities) may on behalf of the Holders of all the Securities of such series
(or all or certain series of the Securities, as the case may be) waive any such
past default or Event of Default and its consequences. The preceding sentence
shall not, however, apply to a default in the payment of the principal of or
premium, if any, or interest on any of the Securities. Any such consent or
waiver by the Holder of this Note (unless revoked as provided in the Senior
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders and owners of this Note and any Notes which may be issued in exchange
or substitution here for, irrespective of whether or not any notation thereof
is made upon this Note or such other Notes.
No reference herein to the Senior Indenture and no provision of this Note
or of the Senior Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and any premium
and interest on this Note in the manner, at the respective times, at the rate
and in the coin or currency herein prescribed.
The Notes are issuable in registered form without coupons in denominations
of $1000 and any multiple thereof at the office or agency of the Issuer in the
Borough of Manhattan, The City of New York, and in the manner and subject to
the limitations provided in the Senior Indenture, but without the payment of
any service charge, notes may be exchanged for a like aggregate principal
amount of Notes of other authorized denominations.
The Notes may be redeemed at the option of the Issuer as a whole, or from
time to time in part, on any date after ______________ and prior to maturity,
upon mailing a notice of such redemption not less than 30 nor more than 60 days
prior to the date fixed for redemption to the Holders of Notes at their last
registered addresses, all as further provided in the Senior Indenture, at the
following redemption prices (expressed in percentages of the principal amount)
together in each case with accrued interest to the date fixed for redemption:
If redeemed during the twelve-onth period beginning _________,
Year Percentage Year Percentage
- ---- ---------- ---- -----------
- -------------------------------------------------------------------------------
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Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in the Borough of Manhattan, The City of New
York, 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 Senior Indenture, without charge except for
any tax or other governmental charge imposed in connection therewith.
The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the registered Holder hereof as the absolute owner
of this Note (whether or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon), for the purpose of receiving
payment of, or on account of, the principal hereof and premium, if any, and
subject to the provisions on the face hereof, interest hereon, and for all
other purposes, and neither the Issuer nor the Trustee nor any authorized agent
of the Issuer or the Trustee shall be affected by any notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Senior Indenture or any indenture supplemental thereto or in any
Note, or because of the creation of any indebtedness represented thereby, shall
be had against any incorporator, stockholder, officer or director, as such, of
the Issuer or of any successor corporation, either directly or through the
Issuer or any successor corporation, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance hereof and as part of the consideration
for the issue hereof.
Terms used herein which are defined in the Senior Indenture shall have the
respective meanings assigned thereto in the Senior Indenture.