Exhibit 4.2
CUSIP NO.
REGISTERED NO. FIXR. PRINCIPAL AMOUNT:
ALCO CAPITAL RESOURCE, INC.
MEDIUM-TERM NOTE, SERIES A
Due Nine Months or More from Date of Issue
(Fixed Rate)
[INSERT IF THE SECURITY IS TO BE A GLOBAL SECURITY -- THIS SECURITY 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 SECURITIES 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 SECURITY
(OTHER THAN A TRANSFER OF THIS SECURITY 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 SECURITY 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 SECURITY
ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS
SECURITY 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:
SPECIFIED CURRENCY: OPTION TO ELECT AUTHORIZED DENOMINATIONS
PAYMENT IN U.S.
DOLLARS (only (if Specified Currency is
applicable if U.S. dollars):
Specified Currency is
other than U.S. $1,000 and any integral
dollars): multiple
$1,000 in excess thereof
[ ] Yes [ ] No
INDEXED CURRENCY:
(if Specified Currency
is other than U.S.
dollars):
CURRENCY DETERMINATION
AGENT: THIS SECURITY IS A:
[ ] Global Security
[ ] Certificated Security
(only applicable if
Specified Currency is
other than U.S. dollars)
INTEREST PAYMENT DATES:
OPTIONAL REDEMPTION: INITIAL REDEMPTION DATE: REDEMPTION PRICE(S):
Initially ___% of
[ ] Yes [ ] No Principal Amount and
declining by ___% of the
Principal Amount on each
anniversary of the
Initial Redemption Date
until the Redemption
Price is 100% of the
Principal Amount
OPTION TO ELECT REPAYMENT: OPTIONAL REPAYMENT OPTIONAL REPAYMENT
DATE(S): PRICE(S):
[ ] Yes [ ] No
REPAYMENT PROVISIONS:
If this Security was issued with "original issue discount" for
purposes of Section 1273 of the Internal Revenue Code of 1986, as amended, the
following shall be completed:
ORIGINAL ISSUE DISCOUNT TOTAL AMOUNT OF OID: ISSUE PRICE (expressed as
SECURITY: a percentage of aggregate
principal amount):
[ ] Yes [ ] No
YIELD TO MATURITY: INITIAL ACCRUAL PERIOD METHOD USED TO DETERMINE
OID: YIELD FOR INITIAL ACCRUAL
PERIOD:
[ ] Approximate [ ] Exact
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ALCO CAPITAL RESOURCE, INC., 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 __________________________ or
registered assigns, the principal sum of _____________________________ on the
Stated Maturity shown above, and to pay interest thereon from and including the
Original Issue Date shown above or from and including the last date in respect
of which interest has been paid, as the case may be, to, but excluding, the next
succeeding Interest Payment Date. Interest will be paid on the Interest Payment
Dates shown above, commencing with the first such Interest Payment Date next
succeeding the Original Issue Date shown above (except as provided below), at
the rate per annum specified above, until the principal hereof is paid or made
available for payment, and interest shall accrue on any overdue principal and on
any overdue installment of interest (to the extent that the payment of such
interest shall be legally enforceable) at the rate per annum in effect at the
time such principal or installment of interest, as the case may be, was due and
payable. The interest so payable and punctually paid or duly provided for on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Note (or one or more predecessor Notes) is registered
at the close of business on the regular record date for such interest, which
shall be the May 31 or November 30 (whether or not a Business Day, as defined),
as the case may be, next preceding such Interest Payment Date; provided,
however, that interest payable at the Stated Maturity or upon earlier redemption
or repayment will be payable to the Person to whom principal shall be payable.
Payments of principal and interest on Notes for which payments of principal and
interest are made in equal installments over the life of the security
("Amortizing Notes"), will be made either quarterly on each March 15, June 15,
September 15 and December 15 or semiannually on each June 15 and December 15 as
set forth in the applicable Pricing Supplement, and at maturity or upon earlier
redemption or repayment. Such payments will be payable to the person in whose
name such Amortizing Note is registered at the close of business on the
fifteenth day (whether or not a Business Day) next preceding the respective
Interest Payment Date. If this Note was originally issued between a regular
record date and an Interest Payment Date, the first payment of interest on this
Note will be made on the Interest Payment Date following the next succeeding
regular record date to the registered owner of this Note on such next succeeding
regular record date. Any interest not punctually paid or duly provided for
shall be payable as provided in the Indenture.
If this Note is denominated in a Specified Currency other than U.S.
dollars, then the Holder may, be delivery of a written request to the Paying
Agent (as defined) at its principal office on or prior to the applicable record
date or at least 15 days prior to the Stated Maturity, as the case may be, elect
to receive all such payments in U.S. dollars. Such election will remain in
effect until revoked by written notice received by the Paying Agent not later
than the applicable record date or at least 15 days prior to the Stated
Maturity, as the case may be (but no such revocation may be made with respect to
payments made on this Note if an Event of Default has occurred with respect
hereto or upon the giving of a notice of redemption). In addition, if bid
quotations for U.S. dollars of the type specified on the reverse side hereof are
not available, the Currency Determination Agent (which shall be the Company
unless otherwise as set forth above) will be unable to exchange the Specified
Currency for U.S. dollars and payments of principal and interest will be made in
the Specified Currency. If the Specified Currency is unavailable due to the
imposition of exchange controls or to other circumstances beyond the Company's
control, payments will be made in U.S. dollars as described on the reverse side
hereof.
Payments in U.S. dollars of interest on this Note (other than interest
payable at the Stated Maturity or upon earlier redemption or repayment) will be
made by mailing a check to the Holder at the address of the Holder appearing in
the security register on the applicable record date. Principal and interest
payable in U.S. dollars at the Stated Maturity or upon earlier redemption or
repayment
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in respect of this Note will be paid in immediately available funds upon
surrender of this Note at the principal office of the Paying Agent in Atlanta,
Georgia accompanied by wire transfer instructions. Payments in a Specified
Currency other than U.S. dollars of interest and principal on this Note will be
made by wire transfer to an account with a bank located in the country issuing
the Specified Currency (or with respect to Notes denominated in European
Currency Units, or "ECUs," Brussels), as shall have been designated by filing
the appropriate information with the Trustee at its Corporate Trust Office at
least 15 days prior to the Interest Payment Date or Stated Maturity, as the case
may be, by the Holder, provided that, in the case of payment principal of (and
premium, if any) and any interest due at the Stated Maturity, the Note is
presented to the Paying Agent in time for the Paying Agent to make such payments
in such funds in accordance with its normal procedures.
Interest will be computed on the basis of a 360-day year of twelve
30-day months.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
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 of be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated:
ALCO CAPITAL RESOURCE, INC.
By:
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Title:
(Corporate Seal)
Attest:
By:
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Trustee's Certificate of Authentication
This is one of the Securities of the
series described herein and referred
to in the within-mentioned Indenture.
NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION, As Trustee
By:
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Authorized Signatory
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[REVERSE SIDE OF SECURITIES]
ALCO CAPITAL RESOURCE, INC.
MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
Section 1. General. This Note is one of a duly authorized issue of
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debentures, notes, bonds or other evidences of indebtedness of the Company
(herein called the "Securities"), of the series hereinafter specified, all
issued or to be issued under and pursuant to an indenture, dated as of June 15,
1994, between the Company and NationsBank of Georgia, National Association, as
Trustee (the "Indenture"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Notes. The Securities may be issued in one or
more series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest, if any, at different
rates, may be subject to different redemption provisions, if any, may be subject
to different sinking, purchase or analogous funds, if any, and may otherwise
vary as in the Indenture provided. This Note is one of a series designated as
"Medium-Term Notes, Series A" of the Company, limited in aggregate principal
amount to U.S. $500,000,000, or its equivalent at the time of issue in foreign
currencies or currency units, or in such lesser amount as may be reduced by the
sale of Securities of another series. References herein to "Notes" shall mean
the Notes of said Series A.
Section 2. Payments. (a) Interest on this Note will be payable semi-
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annually each June 15 and December 15 or as otherwise set forth herein (the
"Interest Payment Dates") and at the Stated Maturity or upon earlier redemption
or repayment.
Interest payments on each Interest Payment Date for this Note will include
accrued interest from and including the Original Issue Date or from and
including the last date in respect of which interest has been paid, as the case
may be, to, but excluding, such Interest Payment Date, except that at the Stated
Maturity the interest payments will include accrued interest from and including
the Original Issue Date, or from and including the last date in respect of which
interest has been paid, as the case may be, to, but excluding, the Stated
Maturity.
(b) If this Note is denominated in other than U.S. dollars and if the
Holder has made the election described in paragraph (c) below, payment in
respect of this Note shall be made in U.S. dollars based on the highest
indicated bid quotation for the purchase of U.S. dollars for the Specified
Currency obtained by the Currency Determination Agent at approximately 11:00
A.M., New York City Time, on the second Business Day next preceding the
applicable date (the "Conversion Date") from the bank composite or multi-
contributor pages of the Quoting Source for three (or two if three are not
available) major banks in The City of New York. The first three (or two) such
banks selected by the Currency Determination Agent which are offering quotes on
the Quoting Source will be used. If fewer than two such bid quotations are
available at 11:00 A.M., New York City time, on the second Business Day next
preceding the applicable payment date, such payment will be based on the noon
buying rate in The City of New York for cable transfers for such Specified
Currency as certified for customs purposes by the Federal Reserve Bank of New
York (the "Market Exchange Rate") as of the second Business Day next preceding
the applicable payment date. If the Market Exchange Rate for such date is not
then available, such payment will be made in the Specified Currency, unless such
Specified Currency is unavailable due to the imposition of exchange controls or
to other circumstances beyond the Company's control, in which case payment will
be made as described in paragraph (d) below. As used herein, the "Quoting
Source"
means Reuters Monitor Foreign Exchange Service, or if the Currency Determination
Agent determines that such service is not available, Telerate Monitor Foreign
Exchange Service, or if the Currency Determination Agent determines that neither
service is available, such comparable display or other comparable manner of
obtaining quotations as shall be agreed between the Company and the Currency
Determination Agent. All currency exchange costs associated with any payment in
U.S. dollars on this Note shall be borne by the Holder hereof by deductions from
such payments.
As used herein, "Business Day", means any Monday, Tuesday, Wednesday,
Thursday or Friday that in the Place of Payment is not a day on which banking
institutions are authorized or required by law, regulation or executive order to
close.
(c) If this Note is denominated in other than U.S. dollars, the Holder of
this Note may elect to receive all such payments in U.S. dollars as described in
paragraph (b) above by delivery of a written request to the Paying Agent at its
principal office which must be received by the Paying Agent on or prior to the
applicable record date or at least 15 calendar days prior to the Stated
Maturity, as the case may be. Such election shall remain in effect unless and
until revoked by written notice to the Paying Agent, but the Paying Agent must
receive written notice of any such revocation on or prior to the applicable
record date or at least 15 calendar days prior to the Stated Maturity, as the
case may be (but no such revocation may be made with respect to payments made on
this Note if an Event of Default has occurred with respect hereto or upon the
giving of a notice of redemption). In the absence of manifest error, all
determinations by the Currency Determination Agent shall be final and binding on
the Company and the Holder of this Note.
(d) If payment of this Note is required to be made in a Specified Currency
(e.g. ECUs) other than U.S. dollars and on a payment date with respect to this
Note such currency is unavailable, in the good faith judgment of the Company,
due to the imposition of exchange controls or other circumstances beyond the
Company's control, then all payments in respect of this Note shall be made in
U.S. dollars until such currency unit is again available. Any payment made
under such circumstances in U.S. dollars where the required payment is in a
Specified Currency other than U.S. dollars will not constitute an Event of
Default under the Indenture. The amount of each payment of U.S. dollars shall
be computed on the basis of the equivalent of the currency unit in U.S. dollars,
which shall be determined by the Currency Determination Agent on the following
basis. The component currencies of the currency unit for this purpose (the
"Component Currencies") shall be the currency amounts that were components of
the currency unit as of the Conversion Date. The equivalent of the currency
unit in U.S. dollars shall be calculated by aggregating the U.S. dollar
equivalents of the Component Currencies. The U.S. dollar equivalent of each of
the Component Currencies shall be determined by the Currency Determination Agent
on the basis of the Market Exchange Rate for each such Component Currency that
is available as of the third Business Day prior to the date on which the
relevant payment is due and for each such Component Currency that is
unavailable, if any, as of the Conversion Date for such Component Currency.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of that currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies shall be replaced by an amount in such single currency equal to
the sum of the amounts of the consolidated Component Currencies expressed in
such single currency. If any Component Currency is divided into two or more
currencies, the amount of the original Component Currency shall be replaced by
the amounts of such two or more currencies, the sum of which shall be equal to
the amount of the original Component Currency.
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All determinations referred to above made by the Currency Determination
Agent shall be at its sole discretion (except to the extent expressly provided
herein or on the face hereof that any determination is subject to approval by
the Company) and, in the absence of manifest error, shall be conclusive for all
purposes and binding on the Holder of this Note and the Company, and the
Currency Determination Agent shall have no liability therefor.
(e) All percentages resulting from any calculations under this Note will
be rounded, if necessary, to the nearest one hundred thousandth of a percentage
point (with five one-millionths of one percentage point being rounded upward)
and all currency unit amounts used in or resulting from any such calculation in
respect of the Notes will be rounded to the nearest one-hundredth of a unit
(with five one-thousandths being rounded upward).
(f) Until the Notes are paid or payment is duly provided for, the Company
will, at all times, maintain a paying agent (the "Paying Agent") capable of
performing the duties described herein to be performed by the Paying Agent. The
Company has initially appointed the Trustee as the Paying Agent. The Company
will notify the Holders of such Notes, in accordance with the Indenture, of any
change in the Paying Agent or its address.
3. Redemption. If so specified in the face hereof, the Company may at its
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option redeem this Note in whole or from time to time in part on or after the
date designated as the Initial Redemption Date on the face hereof at prices
declining from a premium specified on the face hereof, if any, to par together
with accrued interest to the date of redemption. The Company may exercise such
option by causing a notice of such redemption to be mailed to each Holder by
first class mail, postage prepaid, at least 30 but not more than 60 days prior
to the date of redemption. In the event of redemption of this Note in part
only, a new Note or Notes for the unredeemed portion hereof shall be issued in
the name of the Holder hereof upon the cancellation hereof. If less than all of
the Notes with like tenor and terms to this Note are to be redeemed, the Notes
to be redeemed shall be selected by the Trustee by such method as the Trustee
shall deem fair and appropriate.
Section 4. Repayment. If so specified on the face hereof, this Note will
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be repayable prior to the Stated Maturity at the option of the Holder on the
Optional Repayment Dates shown on the face hereof at a price equal to 100% of
the principal amount hereof or, if this Note is a Discounted Security (as
specified on the face hereof), at the applicable Option Repayment Price shown on
the face hereof, together with accrued interest to the date of repayment.
5. Sinking Fund. The Notes will not be subject to any sinking fund.
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6. Original Issue Discount Notes. Notwithstanding anything herein to the
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contrary, if this Note is an Original Issue Discount Note, the amount payable in
the event of redemption or repayment, or declaration of acceleration following
an Event of Default, prior to the Stated Maturity hereof in lieu of the
principal amount due at the Stated Maturity hereof shall be the Amortized Face
Amount of this Note as of the redemption date, the date of repayment or the date
of declaration of acceleration, as the case may be. The "Amortized Face Amount"
of this Note shall be the amount equal to (a) the Issue Price (as set forth on
the face hereof) plus (b) that portion of the difference between the Issue Price
and the principal amount hereof that has accrued at the Yield to Maturity (as
set forth on the face hereof) (computed in accordance with generally accepted
United States bond yield computation principles) at the date as of which the
Amortized Face Amount is calculated but in no event shall the Amortized Face
Amount of this Note exceed its principal amount.
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Section 7. Events of Default. In case an Event of Default, as defined in
-----------------
the Indenture, with respect to the Notes shall have occurred and be continuing,
the Trustee or Holders of at least 25% in principal amount of the Notes
outstanding may declare the principal amount of all the Notes, and upon such
declaration such principal amount of all the Notes shall become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.
Section 8. Modifications and Waivers. The Indenture 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 any time by the
Company and the Trustee with the consent of the Holders of not less than 66 2/3%
in principal amount of the Notes at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting, with certain
exceptions as therein provided, the Holders of not less than a majority in
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 hereof 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 right of the Holder of this Note, which
is absolute and unconditional, to receive payment of 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.
Section 9. Authorized Denominations. Notes are issuable in registered form
------------------------
without coupons in the minimum denomination of $1,000, or the equivalent thereof
in the Specified Currency, and in any larger amount that is an integral multiple
of $1,000. Notes may be exchanged by the Holder hereof without charge except
for any tax or other governmental charge imposed in connection therewith, for a
like aggregate principal amount of Notes of other authorized denominations in
the manner and subject to the limitations provided in the Indenture at the
office or agency to be maintained by the Company for such purpose.
Section 10. Registration of Transfer. Upon due presentment for
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registration of transfer of this Note at the office or agency of the Company
maintained for such purpose one or more new Notes of authorized denominations,
for an equal aggregate principal amount, will be issued to the transferee in
exchange therefor subject to the limitations provided in the Indenture, without
charge except for any tax or other governmental charge imposed in connection
therewith.
If this Note is a global Note (as specified on the face hereof), this Note
is exchangeable only if (w) the Depositary notifies the Company and the Trustee
in writing that it is unwilling or unable to continue as Depositary for this
global Note or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, and a
successor Depositary is not appointed by the Company within 90 days, (x) the
Company in its sole discretion determines that this Note shall be exchangeable
for certificated Notes in registered form and delivers to the Trustee a written
order as described in the Indenture that this Note shall be so exchangeable, or
(y) there shall have occurred and be continuing an Event of Default or an event
which, with the lapse of time or the giving of notice, or both, would constitute
an Event of Default with respect to the global Notes represented hereby or (z)
there shall exist such other circumstances, if any, as specified for this
purpose as contemplated by Section 301 of the Indenture, provided that this
permanent global Note shall be surrendered by the Depositary, or such
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other depositary as shall have been specified as provided in the Indenture, to
the Trustee, as the agent for such purpose, to be exchanged, in whole or in
part, for definitive Securities without charge, and the Trustee shall
authenticate and deliver, in exchange for each portion of this permanent global
Note, an equal aggregate principal amount of definitive Securities, executed by
the Company, of the same series of authorized denominations and of like tenor as
the portion of this global Note to be exchanged, which shall be in the form of
registered Securities as provided in the Company's written order as described in
the Indenture.
Every Security authenticated and delivered upon registration of transfer
of, or in exchange for or in lieu of, this global Note other than pursuant to
clauses (w), (x), (y) or (z) above, shall be authenticated and delivered in the
form of, and shall be, a Global Security. Except as provided above, owners of
beneficial interests in this permanent global Note will not be entitled to
receive physical delivery of Notes in certificated registered form and will not
be considered the Holders thereof for any purpose under the Indenture.
Section 11. Owners. Prior to due presentment for registration of transfer
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of this Note, the Company, the Trustee, any Paying Agent and the Security
Registrar may deem and treat the registered Holder hereof as the absolute owner
of this Note (whether or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon), for the purpose of receiving
payment of, or on account of, the principal hereof, and, subject to the
provisions on the face hereof, interest hereon, and for all other purposes, and
neither the Company nor the Trustee nor any Paying Agent nor any Security
Registrar shall be affected by any notice to the contrary.
Section 12. Defeasance; Proceedings. The Indenture contains provisions,
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which apply to this Note, for defeasance of (i) the entire indebtedness of this
Note and (ii) certain restrictive covenants, subject in either case to
compliance by the Company with conditions set forth in the Indenture.
As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes of this series, the Holders of not less than 10% in principal amount of
the Notes of this series at the time Outstanding shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not
have received from the Holders of a majority in principal amount of Notes of
this series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Note for the enforcement of
any payment of principal hereof or any premium or interest hereon on or after
the respective due dates expressed herein.
Section 13. Definitions. All terms used in this Note which are defined in
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the Indenture shall have the meanings assigned to them therein.
Section 14. Governing Law. This Note shall be governed and construed in
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accordance with the law of the State of New York.
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OPTION TO ELECT REPAYMENT
The undersigned owner of this Note hereby irrevocably elects to have the
Company repay the principal amount of this Note or portion hereof designated at
the Optional Repayment Price indicated on the face hereof.
Dated:
------------ ------------------------------
Signature
Sign exactly as name appears on the front of
this Security [SIGNATURE GUARANTEE - required
only if Securities are to be issued and
delivered to other than the registered
holder].
Principal amount to be repaid, Fill in for registration of Securities if to
if amount to be repaid is be issued otherwise than to the then
less principal amount of this registered holder:
Security (principal amount
remaining must be an
authorized denomination)
Name:
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Address:
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$ (Please print name and address
--------------- including zip code)
SOCIAL SECURITY OR OTHER TAXPAYER ID
NUMBER
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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 SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
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the within Note and all rights thereunder, hereby irrevocably constituting
and appointing ______________ attorney to transfer said Note on the books
of the Company, with full power of substitution in the premises.
Dated:
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Signature
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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.
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