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 Date 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 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 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.
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:_________________________________
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:
[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 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.
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 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.
If, pursuant to the treaty (establishing the European Community
(the "EC"), as amended by the treaty on European Union (the "Treaty"), one or
more of the Austrian schilling, Belgian franc, Danish krone, Dutch guilder,
Finish markka, French franc, German mark, Greek drachma, Irish pound, Italian
lire, Luxembourg franc, Pound sterling, Portuguese escudo, Spanish peseta or
Swedish krona is replaced by the ECU as a currency in its own right, then all
payments in respect of this Note shall be effected in ECU as a currency in its
own right in conformity with legally applicable measures taken pursuant to, or
by virtue of, the Treaty and such payment will not constitute an Event of
Default. References herein to the ECU as a currency in its own right shall be
construed as including references to the Euro.
If, pursuant to the Treaty or EC law, other changes are made by
the EC to the nature or composition of the ECU, references herein to the ECU
shall be construed as references to the ECU as so changed.
If payment in respect of this Note is required to be made in
the ECU and the ECU is no longer used as either the unit of account of the EC
or a currency in its own right, replacing all or some of the currencies of the
member countries of the EC, then the Company or its agent shall, on or about
the first Business Day on which the ECU is not so used, choose a substitute
currency (the "Chosen Currency"), which shall be a component currency of the
ECU or U.S. dollars, in which all payments in respect of this Note shall be
made. In the event that an agent of the Company chooses such Chosen Currency,
such choice shall be made without liability after consultation with the
Company and having regard to the availability to the Company of the relevant
currency. Notice of the Chosen Currency so selected shall be mailed to the
registered holder of this Note.
The amount of each payment in a Chosen Currency shall be
computed as of the fourth Business Day prior to each date on which payment is
due on the basis of the equivalent of the ECU in such Chosen Currency. The
equivalent of the ECU in a Chosen Currency as of any date (the "Day of
Valuation") shall be determined by the Exchange Rate by (i) aggregating the
U.S. dollar equivalents of the amounts and components which composed the ECU
(the "Components") as of the last date on which the ECU was used as the unit
of account of the EC and (ii) if the Chosen Currency is a currency other than
U.S. dollars, calculating the equivalent in the Chosen Currency of such
aggregate amount in U.S. dollars. The U.S. dollar equivalent of each of the
Components shall be determined by the Exchange Rate Agent on the basis of the
middle spot delivery quotations prevailing at 2:30 p.m., Brussels time, on the
Day of Valuation, as obtained by the Exchange Rate Agent from one or more
major banks, as selected by the Company or its agent, in the country of issue
of the component currency in question. If no direct quotations are available
for a Component as of a Day of Valuation from any of the banks selected for
such purpose, the Exchange Rate Agent shall use the most recent direct
quotations for such component obtained by it or on its behalf, provided that
such quotations were prevailing in the country of issue not more than two
Business Days before such Day of Valuation, unless the Company or its agent
decides that the equivalent so calculated is less representative than the U.S.
dollar equivalent calculated on the basis of cross rates derived from the
middle spot delivery quotations for such component currency and for the U.S.
dollar prevailing at 2:30 p.m., Brussels time, on the Day of Valuation, as
obtained by or on behalf of the Exchange Rate Agent from one or more major
banks, as selected by the Company or its agents, in a country other than the
country of issue of such component currency, in which case the Exchange Rate
Agent shall determine the U.S. dollar equivalent of such Component on the
basis of such cross rates. Unless otherwise specified by the Company or its
agent, if there is more than one market for dealing in any component currency
by reason of foreign exchange regulations or for any other reason, the market
to be referred to in respect of such currency shall be that upon which a
non-resident issuer of notes denominated in such currency would purchase such
currency in order to make payments in respect of such notes.
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 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 denominated in a Specified
Currency other than U.S. dollars or the ECU, "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 ECU, "Business Day" shall also include a day that is
designated as an ECU settlement day by the ECU Banking Association in Paris;
provided that after the start of the third stage of the European economic and
monetary union (expected to be January 1, 1999), the foregoing reference to an
"ECU settlement day" shall be read as a reference to 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.
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 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:_________________________________
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
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):
____________________________.
Dated:____________________ ________________________________________________
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.