Exhibit 4.4
UNION PACIFIC CORPORATION
MEDIUM-TERM NOTE, SERIES E
(Certificated Note)
(Fixed Rate Note)
Registered Registered
- ---------- ----------
No. Cusip
- --- -----
If applicable, the "Total Amount of OID", "Yield to Maturity" and
"Initial Accrual Period OID" (computed under the approximate method) below
will be completed solely for the purposes of applying the United States
Federal income tax original issue discount ("OID") rules.
Issue Date: Specified Currency [ ] U.S. Dollars [ ] Other:
Principal Amount: Authorized Denominations (Only applicable if
Specified Currency is other than U.S. Dollars):
Issue Price:
Total Amount of OID:
Maturity Date:
Yield to Maturity:
Interest Rate:
Initial Accrual Period OID:
Interest Payment Dates:
Redemption Redemption
Date(s) Price(s)
------- --------
Repayment Repayment
Date(s) Price(s)
------- --------
This Note is a registered Note of UNION PACIFIC CORPORATION, a
Utah corporation (the "Company"). This Note is one of a series of Notes (as
defined on the reverse hereof) issued under the Indenture referred to on
the reverse hereof designated as Medium-Term Notes, Series E. Subject to
the provisions hereof, the Company, for value received, hereby promises to
pay to , or registered assigns, the principal sum of
on the Maturity Date shown above and to pay premium, if any, and interest,
if any, thereon, as described on the reverse hereof.
The principal of (and premium, if any) and interest, if any, on
this Note are payable by the Company in such coin or currency specified on
the face hereof as at the time of payment shall be legal tender for the
payment of public and private debts.
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 manually
executed by or on behalf of the Trustee under the Indenture, this Note
shall not be entitled to any benefits under the Indenture, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, UNION PACIFIC CORPORATION has caused this
Note to be duly executed under its corporate seal.
UNION PACIFIC CORPORATION,
By:
-----------------------------
CERTIFICATE OF AUTHENTICATION [Seal]
This is one of the Notes
issued under the within-mentioned
Indenture.
Dated:
----------------
CITIBANK, N.A.,
as Trustee,
By:
---------------------------
Authorized Signatory
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.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL NOTES REPRESENTED HEREBY, THIS NOTE MAY NOT BE TRANSFERRED
EXCEPT 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 OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
Registered NION PACIFIC CORPORATION Registered
No. MEDIUM-TERM NOTE, SERIES E Cusip
(Global Note)
(Fixed Rate Note)
If applicable, the "Total Amount of OID", "Yield to Maturity" and
"Initial Accrual Period OID" (computed under the approximate method) below
will be completed solely for the purposes of applying the United States
Federal income tax original issue discount ("OID") rules.
Issue Date: Specified Currency [ ] U.S. Dollars [ ] Other:
Principal Amount: Authorized Denominations (Only applicable if Specified
Currency is other than U.S. Dollars):
Issue Price: Total Amount of OID:
Yield to Maturity:
Maturity Date:
Interest Rate: Initial Accrual Period OID:
Interest Payment Dates:
Redemption Redemption
Date(s) Price(s)
- ------- --------
Repayment Repayment
Date(s) Price(s)
- ------- --------
This Note is a registered Note of UNION PACIFIC CORPORATION, a
Utah corporation (the "Company"). This Note is one of a series of Notes (as
defined on the reverse hereof) issued under the Indenture referred to on
the reverse hereof designated as Medium-Term Notes, Series E. Subject to
the provisions hereof, the Company, for value received, hereby promises to
pay to , or registered assigns, the principal sum of
on the Maturity Date shown above and to pay premium, if any, and interest,
if any, thereon, as described on the reverse hereof.
The principal of (and premium, if any) and interest, if any, on
this Note are payable by the Company in such coin or currency specified on
the face hereof as at the time of payment shall be legal tender for the
payment of public and private debts.
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 manually
executed by or on behalf of the Trustee under the Indenture, this Note
shall not be entitled to any benefits under the Indenture, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, UNION PACIFIC CORPORATION has caused this
Note to be duly executed under its corporate seal.
UNION PACIFIC CORPORATION,
By:
--------------------------
CERTIFICATE OF AUTHENTICATION [Seal]
This is one of the Notes
issued under the within-mentioned
Indenture.
Dated:
----------------
CITIBANK, N.A.,
as Trustee,
By:
-----------------------------
Authorized Signatory
[REVERSE OF MEDIUM-TERM NOTE, SERIES E]
Union Pacific Corporation
Medium-Term Note, Series E
This permanent global Note is one of a duly authorized issue of
securities (herein called the "Notes") of Union Pacific Corporation, a Utah
corporation (hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), unlimited
in aggregate principal amount, issued and to be issued in one or more series
under an Indenture, dated as of December 20, 1996, between the Company and
Citibank, N.A., as Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture (as hereinafter defined)), to which
indenture and all indentures supplemental thereto (the "Indenture") reference
is hereby made for a statement of the respective rights thereunder of the
Company, the Trustee and the holders of the Notes and of the terms upon which
the Notes are, and are to be, authenticated and delivered. This permanent
global Note is one of the series of Notes designated on the face hereof, of an
aggregate initial principal amount equal to the Principal Amount shown on the
face hereof (the "Principal Amount"), with the Interest Payment Dates, the
Issue Date, and the Maturity Date specified on the face hereof and bearing
interest on said Principal Amount at the interest rate specified on the face
hereof. The Notes of this series may be issued from time to time with varying
maturities, interest rates and other terms.
The Company, for value received, hereby promises to pay to Cede & Co., as
nominee for the Depositary (as hereinafter defined), or registered assigns,
the Principal Amount hereof on the Maturity Date shown on the face hereof, and
to pay interest thereon, from and including the Issue Date shown on the face
hereof or from and including the most recent Interest Payment Date (as
hereinafter defined) to which interest has been paid or duly provided for and
at Maturity unless the Issue Date is between a Regular Record Date (as
hereinafter defined) and an Interest Payment Date, in which case, the first
payment of interest hereon shall be made on the second Interest Payment Date
following the Issue Date, at the rate per annum set forth on the face hereof,
until the principal hereof is paid or duly made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in
whose name this permanent global Note (or one or more predecessor Notes) is
registered at the close of business on the Regular Record Date next preceding
such Interest Payment Date. Notwithstanding the foregoing, interest payable on
this permanent global Note at Maturity will be payable to the Person to whom
principal shall be payable.
Unless otherwise indicated on the face hereof, the "Interest Payment
Dates" for this permanent global Note will be May 1 and November 1 of each
year and at Maturity, and the "Regular Record Dates" for this permanent global
Note will be the April 15 or October 15, as the case may be, next preceding
the May 1 and November 1 Interest Payment Dates. Unless otherwise indicated on
the face hereof, interest payments for this permanent global Note shall be the
amount of interest accrued to but excluding the relevant Interest Payment
Date. Interest on this permanent global Note shall be computed on the basis of
a 360-day year of twelve 30-day months. If any Interest Payment Date or the
Maturity of this permanent global Note falls on a day that is not a Market
Day, the required payment of principal, premium, if any, or interest will be
made on the next succeeding Market Day with the same force and effect as if
made on the date such payment was due, and no interest will accrue on such
payment for the period from and after such Interest Payment Date or the
Maturity, as the case may be, to the date of such payment on the next
succeeding Market Day.
This permanent global Note is exchangeable for definitive registered
Notes of this series of like tenor and of an equal aggregate principal amount
only if (x) The Depository Trust Company, or any successor depositary with
respect to the Notes of this series (the "Depositary"), notifies the Company
that it is unwilling or unable to continue as Depositary for this permanent
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, (y) the
Company in its sole discretion determines that this permanent global Note
shall be exchangeable for definitive registered Notes and executes and
delivers to the Trustee an order of the Company providing that this permanent
global Note shall be so exchangeable or (z) there shall have happened and be
continuing an Event of Default or any event which, after notice or lapse of
time, or both, would become an Event of Default with respect to the Notes of
the series of which this permanent global Note is a part. If this permanent
global Note is exchangeable pursuant to the preceding sentence, this Note
shall in the case of clause (x) above be exchanged in whole for definitive
registered Notes of this series, and in the case of clauses (y) and (z) above,
be exchangeable for definitive registered Notes of this series, provided that
the definitive registered Notes so issued in exchange for this Note shall be
in authorized denominations and be of like tenor and of an equal aggregate
principal amount as the portion of the Note to be exchanged, and provided
further that, in the case of clauses (y) and (z) above, definitive registered
Notes of this series will be issued in exchange for this permanent global
Note, or any portion hereof, only if such definitive registered Notes were
requested by written notice to the Security Registrar by or on behalf of a
Person who is a beneficial owner of an interest herein given through the
holder hereof. Any definitive registered Notes of this series issued in
exchange for this permanent global Note shall be registered in the name or
names of such Person or Persons as the holder hereof shall instruct the
Security Registrar. Except as provided above, owners of beneficial interests
in this permanent global Note will not be entitled to receive physical
delivery of Notes in definitive form and will not be considered the holders
thereof for any purpose under the Indenture.
Any exchange of this permanent global Note for one or more definitive
registered Notes of this series will be made at the Corporate Trust Office of
the Security Registrar in New York, New York. Upon exchange of any portion of
this permanent global Note for one or more definitive registered Notes of this
series, the Trustee shall endorse Exhibit A of this Note to reflect the
reduction of its Principal Amount by an amount equal to the aggregate
principal amount of the definitive registered Notes of this series so issued
in exchange, whereupon the Principal Amount hereof shall be reduced for all
purposes by the amount so exchanged and noted. Except as otherwise provided
herein or in the Indenture, until exchanged in full for one or more definitive
registered Notes of this series, this permanent global Note shall in all
respects be subject to and entitled to the same benefits and conditions under
the Indenture as a duly authenticated and delivered definitive registered Note
of this series.
Except as provided in the next paragraph, no beneficial owner of any
portion of this permanent global Note shall be entitled to receive payment of
accrued interest hereon until this permanent global Note has been exchanged
for one or more definitive registered Notes of this series, as provided herein
and in the Indenture.
The principal and any interest in respect of any portion of this
permanent global Note payable in respect of an Interest Payment Date or at the
Stated Maturity thereof, in each case occurring prior to the exchange of such
portion for a definitive registered Note or Notes of this series, will be
paid, as provided herein, to the holder hereof which will undertake in such
circumstances to credit any such principal and interest received by it in
respect of this permanent global Note to the respective accounts of the
Persons who are the beneficial owners of such interests on such Interest
Payment Date or at Stated Maturity. If a definitive registered Note or
registered Notes of this series are issued in exchange for this permanent
global Note after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such office
or agency on the related proposed date for payment of Defaulted Interest, then
interest or Defaulted Interest, as the case may be, will not be payable on
such Interest Payment Date or proposed date for payment, as the case may be,
in respect of such registered Note, but will be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
holder hereof, and the holder hereof will undertake in such circumstances to
credit such interest to the account or accounts of the Persons who were the
beneficial owners of any portion of this permanent global Note on such Regular
Record Date or Special Record Date, as the case may be.
Payment of the principal of (and premium, if any) and any such interest
on this permanent global Note will be made at the Corporate Trust Office of
the Trustee in the Borough of Manhattan, City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company by check mailed
to the addresses of the Persons entitled thereto as such addresses shall
appear in the Security Register or by transfer to an account maintained by the
payee with, a bank in The City of New York (so long as the applicable Paying
Agent has received transfer instructions in writing).
The principal of and any premium and interest on any Notes denominated on
the face hereof in a Specified Currency other than U.S. dollars ("Foreign
Currency Notes") payable by the Company in U.S. dollars, except as provided
below. Unless otherwise specified on the face hereof, the Exchange Rate Agent
(as defined below) will obtain the quotations necessary to convert the amount
of all payments of principal of and any premium and interest on Foreign
Currency Notes from the Specified Currency to U.S. dollars. Unless otherwise
specified on the face hereof, however, the holder of a Foreign Currency Note
may elect to receive such payments in the Specified Currency as described
below.
Any U.S. dollar amount to be received by a holder of a Foreign Currency
Note will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent at approximately 11:00 a.m., New York City
time, on the second Market 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 the Specified Currency
for U.S. dollars for settlement on such payment date in the aggregate amount
of the Specified Currency payable to all holders of Foreign Currency Notes
scheduled to receive U.S. dollar payments and at which the applicable dealer
commits to execute a contract. If such bid quotations are not available,
payments will be made in the Specified Currency. All currency exchange costs
will be borne by the holder of the Foreign Currency Note by deductions from
such payments. As used herein, "Exchange Rate Agent" means the agent appointed
by the Company to obtain the quotations necessary to convert the amount of
principal and any premium and interest payments on Foreign Currency Notes from
the Specified Currency into U.S. dollars. Unless otherwise indicated on the
face hereof, the Exchange Rate Agent will be Citibank, N.A.
Unless otherwise specified on the face hereof, a holder of a Foreign
Currency Note may elect to receive payment of the principal of and any premium
and interest on such Note in the Specified Currency by filing a written
request, signature guaranteed, for such payment at the Corporate Trust Office
of the Paying Agent, in the Borough of Manhattan, The City of New York, on or
prior to the Regular Record Date or at least 16 days prior to Maturity, as the
case may be. A holder of a Foreign Currency Note may make such election with
respect to all principal and any premium and interest payments and need not
file a separate election for each payment. Such election will remain in effect
until changed by written notice to the Paying Agent, but written notice of any
such change must be received by the Paying Agent on or prior to the relevant
Regular Record Date or at least 16 days prior to Maturity, as the case may be.
Any such election or change thereof will be deemed to be made for all Foreign
Currency Notes denominated in such Specified Currency which are registered in
the name of such holder, unless such holder specifies in such written request
the particular Foreign Currency Notes with regard to which such election or
change thereof shall not apply.
Except as described below, principal of and any premium and interest on
Foreign Currency Notes paid in U.S. dollars will be paid in the manner
specified above for principal of and any premium and interest on Notes
denominated in U.S. dollars, and principal of and any premium and interest on
Foreign Currency Notes paid in a Specified Currency will be paid by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register. All checks payable in a Specified Currency
will be drawn on a bank office located outside the United States. In addition,
payments in U.S. dollars of principal of and any premium and interest on a
Foreign Currency Note in which the equivalent of U.S. $10,000,000 or more has
been invested may, at the request of the holder thereof, be made in
immediately available funds at the Corporate Trust Office of the Paying Agent,
in the Borough of Manhattan, The City of New York, provided
that, in the case of payments of principal and any premium, such 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. Also,
payments in a Specified Currency of principal of and any premium and interest
on a Foreign Currency Note in which the equivalent of U.S. $10,000,000 or more
has been invested may, at the request of the holder thereof, be made by wire
transfer to an account with a bank located in the country of the Specified
Currency, as shall have been designated on or prior to the relevant Regular
Record Date or at least 16 days prior to Maturity, as the case may be,
provided that, in the case of payments of principal and any premium, the Note
is presented at the Corporate Trust Office of the Paying Agent, in the Borough
of Manhattan, The City of New York in time for the Paying Agent to make such
payments in such funds in accordance with its normal procedures. Any request
of a holder in accordance with this paragraph must be transmitted to the
Paying Agent on or prior to the relevant Regular Record Date or at least 16
days prior to Maturity, as the case may be. Such request may be in writing
(mailed or hand delivered) or by cable, telex or other form of facsimile
transmission. Such holder may make such election for all principal and any
premium and interest payments and need not file a separate election for each
payment. Such election will remain in effect until revoked by written notice
to the Paying Agent, but written notice of any such revocation must be
received by the Paying Agent on or prior to the relevant Regular Record Date
or at least 16 days prior to Maturity, as the case may be.
Unless otherwise specified on the face hereof, the owner of a beneficial
interest in this permanent global Note or (if such Note is denominated in a
Specified Currency on the face hereof) that elects to receive payments of
principal, premium or interest in such Specified Currency must notify the
participant in the Depositary's book-entry system through which its interest
is held on or prior to the applicable Record Date, in the case of a payment of
interest, and at least 16 days prior to Maturity, in the case of a payment of
principal or premium, of such beneficial owner's election to receive such
payment in such Specified Currency. Such participant must notify the
Depositary of such election on or prior to the third Market Day after such
Record Date or at least 12 days prior to Maturity, as the case may be, and the
Depositary will notify the Paying Agent of such election on or prior to the
fifth Market Day after such Record Date or at least 10 days prior to the
Maturity Date, as the case may be. If complete instructions are received by
such participant from the beneficial owner and forwarded by the participant to
the Depositary, and by the Depositary to the Paying Agent, on or prior to such
dates, then such beneficial owner will receive payments in the applicable
Specified Currency.
The Indenture contains certain provisions for defeasance which shall
apply to this permanent global Note.
If so provided on the face hereof, this permanent global Note may be
redeemed by the Company on the Redemption Date(s) and at the applicable
Redemption Price(s) so indicated on the face hereof. If no date on which this
permanent global Note is redeemable is set forth on the face hereof, this
permanent global Note may not be redeemed prior to Maturity. On the Redemption
Date(s), if any, on which this permanent global Note may be redeemed, this
permanent global Note may be redeemed in whole or in part in increments of
$1,000 or such other minimum denomination provided on the face hereof
(provided that any remaining principal amount of this permanent global Note
shall be at least $1,000 or such minimum denomination) at the option of the
Company at the applicable Redemption Price, together with interest thereon
payable to the applicable Redemption Date.
Notice of redemption will be given by mail to holders of Notes, not less
than 30 nor more than 60 days prior to the date fixed for redemption, all as
provided in the Indenture.
In the event of redemption of this permanent global Note in part only, a
new permanent global Note or Notes of this series and of like tenor for the
unredeemed portion of the Principal Amount hereof will be delivered to the
Depositary upon the cancelation hereof.
Unless otherwise indicated on the face hereof, this permanent global Note
will not have a sinking fund.
Unless otherwise indicated on the face hereof, this permanent global Note
will not be subject to redemption at the option of the holder.
If so provided on the face hereof, the Company may be required to
repurchase the Notes of this series, in whole or in part, on the Repayment
Date(s) and at the applicable Repayment Price(s) so indicated on the face
hereof, plus accrued interest, if any, to the applicable Repayment Date. On or
before the applicable Repayment Date, the Company shall deposit with the
Trustee money sufficient to pay the applicable Repayment Price and any
interest accrued on the such Notes to be tendered for repayment. On and after
such Repayment Date, interest will cease to accrue on such Notes or any
portion thereof tendered for repayment.
The repayment option may be exercised by the holder of this permanent
global Note for less than the entire principal amount of this permanent global
Note, but in that event, the principal amount of this permanent global Note
remaining outstanding after repayment must be in an authorized denomination
and the denomination of the new Note or Notes to be issued to the holder for
the portion of the principal amount of such Note surrendered that is not be
repaid must be specified. In the event of repurchase of this permanent global
Note in part only, a new Note or Notes of this series and of like tenor for
the unpurchased portion hereof will be issued in the name of the holder hereof
upon the cancelation hereof.
In order for this Note to be repaid, the Paying Agent must receive at
least 30 days but not more than 45 days prior to the repayment date (i) this
Note with the form entitled "Option to Elect Repayment" on the reverse of this
Note duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange, the National
Association of Securities Dealers, Inc., the Depositary or a commercial bank
or trust company in the United States setting forth the name of the holder of
this Note, the principal amount of this Note, the principal amount of this
Note to be repaid, the certificate number or a description of the tenor and
terms of this Note, a statement that the option to elect repayment is being
exercised thereby, and a guarantee that this Note to be repaid, together with
the duly completed form entitled "Option to Elect Repayment" on the reverse of
this Note, will be received by the Paying Agent not later than the fifth
Market Day after the date of such telegram, telex, facsimile transmission or
letter; provided, however, such telegram, telex, facsimile transmission or
letter shall only be effective if this Note and duly completed form are
received by the Paying Agent by such fifth Market Day.
If an Event of Default (or event which, after giving of notice or passage
of time would constitute an Event of Default) with respect to the Notes shall
occur and be continuing, the principal of all of the Notes may be declared due
and payable in the manner and with the effect provided in the Indenture.
As set forth in, and subject to, the provisions of the Indenture, no
holder of any Note of this series may institute any action under the Indenture
unless (a) such holder shall have given the Trustee written notice of a
continuing Event of Default with respect to such series, (b) the holders of
not less than 25% in aggregate principal amount of the outstanding Notes of
this series shall have requested the Trustee to institute proceedings in
respect of such Event of Default, (c) such holder or holders shall have
offered the Trustee such reasonable indemnity as the Trustee may require, (d)
the Trustee shall have failed to institute an action for 60 days thereafter
and (e) no inconsistent direction shall have been given to the Trustee during
such 60-day period by the holders of a majority in aggregate principal amount
of Notes of this series.
No reference herein to the Indenture and no provision of this permanent
global Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and any interest on this permanent global Note at the times,
places and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of a Note is registerable in the Security Register,
upon surrender of such Note for registration of transfer at the office of the
Security Registrar for this series or at the offices of any transfer agent
designated by the Company for such purpose. Every Note presented for
registration of transfer shall (if so required by the Company or the Trustee)
be duly endorsed, or accompanied by a written instrument of transfer in form
satisfactory to the Company, the Trustee and the Security Registrar duly
executed by the holder or its attorney duly authorized in writing, and one or
more new Notes of like tenor and terms in registered form, of authorized
denominations and for the same aggregate principal amount, will be issued in
the name or names of the designated transferee or transferees and delivered at
the office of the Security Registrar in The City of New York, or mailed, at
the request, risk and expense of the transferee or transferees, to the address
or addresses shown in the Security Register for such transferee or
transferees.
Any transfers of Notes or interests in Notes in different denominations
shall in each case be for Notes or interests of like tenor and terms and equal
aggregate principal amounts.
Prior to due presentment of a Note for registration of transfer, the
Company, the Trustee, the Security Registrar and any agent of the Company, the
Trustee or the Security Registrar may treat the Person in whose name a Note is
registered as the owner hereof for all purposes, whether or not such Note is
overdue, and neither the Company, the Trustee, the Security Registrar nor any
such agent shall be affected by notice to the contrary.
The Company shall not be required (i) to issue, transfer or exchange
Notes during a period beginning at the opening of business of 15 days before
the day of the mailing of the relevant notice of redemption of Notes selected
for redemption under Section 1103 of the Indenture and ending at the close of
business on the date of such mailing or (ii) to transfer or exchange any Note
so selected for redemption in whole or in part.
No service charge shall be made for any registration of transfer of any
Note, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.
The authorized denominations of Notes denominated in U.S. Dollars will be
U.S. $1,000 and any larger amount that is an integral multiple of U.S. $1,000.
The authorized denominations of Notes denominated in a currency other than
U.S. Dollars will be as set forth on the face hereof.
The Notes of this series (including this permanent global Note) shall be
dated the date of their authentication.
All terms used and not otherwise defined in this permanent global Note
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.
The Indenture and the Notes shall be construed in accordance with and
governed by the laws of the State of New York.
NOTE REGISTRAR AND PAYING AGENT
NOTE REGISTRAR AND PAYING AGENT
(subject to change)
Citibank, N.A.
111 Wall Street
5th Floor
Corporate Trust Services
New York, New York 10043
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion hereof specified below) pursuant to its
terms at a price equal to the applicable Repayment Price thereof together with
interest to the Repayment Date specified below, to the undersigned
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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 the holder elects to have repaid
______________; and specify the denomination or denominations (which shall be
in authorized denominations) 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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Repayment Date:
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Date:
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(Signature)
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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.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OTHER IDENTIFYING NUMBER OF ASSIGNEE
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:
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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
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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
(Signature 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.)
EXHIBIT A
Exhibits of Exchanges