[Form of Face of Security]
[Fixed Rate Medium-Term Note]
REGISTERED REGISTERED
No. FXR- PRINCIPAL AMOUNT:
CUSIP
THE MEAD CORPORATION
MEDIUM-TERM NOTE, SERIES A
[Insert if the Security is to be a Global
Security -- This Security is a Global Security within the
meaning of the Indenture referred to on the reverse
hereof and is registered in the name of a Depositary or a
nominee of a Depositary. This 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 this
Security 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.
Unless this certificate is presented by an
authorized representative of The Depository Trust Company
(55 Water Street, New York, New York), a New York
corporation, to the Company 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. or to such other entity as is requested by
an authorized representative of The Depository Trust
Company), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.]
SPECIFIED CURRENCY: EXCHANGE RATE
AGENT:[Citibank, N.A.]
(Only applicable if
PAYING AGENT: Specified Currency
INTEREST PAYMENT DATES: is other than U.S.
REGULAR RECORD DATES: dollars)
EXCHANGE RATE: U.S.$1.00= _______ AUTHORIZED
DENOMINATIONS:
(Only applicable if
TRUSTEE'S NAME: Specified Currency
[Citibank, N.A.] is other than U.S.
dollars)
ORIGINAL STATED MATURITY:
ISSUE DATE:
INTEREST RATE: % REDEMPTION
COMMENCEMENT
DATE:
REDEMPTION REDEMPTION
PERIODS: PRICES:
OID AMOUNT: MAKE-WHOLE
(Only applicable if PREMIUM
issued at Original Issue DEFAULT AMOUNT:
Discount)
ORIGINAL ISSUE DEFAULT RATE:
DISCOUNT SECURITY: (applicable only if
Security is an
Yes:___ No:___ Original Issue
Discount Security)
AMORTIZATION AMORTIZATION PAYMENT
FORMULA: DATE(S):
OPTIONAL REPAYMENT
DATE(S):
REPAYMENT DATE:
REPAYMENT PRICE:
OTHER PROVISIONS:
The Mead Corporation, a corporation duly
organized and existing under the laws of the State of
Ohio (herein called the "Company," which term includes
any successor corporation 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
specified above [If the Security is to bear interest
prior to Stated Maturity, insert --, and to pay interest
thereon from the Original Issue Date specified above or
from the most recent Interest Payment Date to which
interest has been paid or duly provided for, on the
Interest Payment Dates specified above in each year and
at Stated Maturity, commencing on the first such Interest
Payment Date next succeeding the Original Issue Date (or,
if the Original Issue Date is after a Regular Record Date
and before the Interest Payment Date immediately
following such Regular Record Date, on the second such
Interest Payment Date next succeeding the Original Issue
Date), at the Interest Rate per annum specified above,
until the principal hereof is paid or made available for
payment, and (to the extent that the payment of such
interest shall be legally enforceable) at the Interest
Rate per annum on any overdue principal and premium
(including any overdue sinking fund or redemption
payment) and on any overdue installment of interest. 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
Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record
Date for such interest, which shall be the 15th calendar
day (whether or not a Business Day), next preceding the
Interest Payment Date; provided, however, that interest
payable at Stated Maturity will be payable to the Person
to whom principal shall be payable. If this Security is
designated above as an Amortizing Security, then payments
of principal and interest will be made in installments
over the life of this Security on each Interest Payment
Date set forth above, and at Stated Maturity or upon
earlier redemption or repayment or otherwise in
accordance with any Amortization Formula or on any
Amortization Date set forth above. Any such interest not
so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice of which shall be given to
Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the
Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more
fully provided in said Indenture].
[If the Security is not to bear interest prior
to Stated Maturity, insert -- * The principal of this
Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon
redemption, repayment or at Stated Maturity and in such
case the overdue principal of this Security shall bear
interest at the Default Rate per annum specified above
(to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of
such default in payment to the date payment of such
principal has been made or duly provided for. Interest
on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so
paid on demand shall bear interest at the Default Rate
per annum specified above (to the extent that the payment
of such interest shall be legally enforceable), which
shall accrue from the date of such demand for payment to
the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on
demand.]
Payment of principal of (and premium, if any)
and any such interest on this Security will be made in
the Specified Currency specified above; provided,
however, that, if this Security is denominated in other
than U.S. dollars, payments of principal (and premium, if
any) and interest on this Security will nevertheless be
made in U.S. dollars: (a) at the option of the Holder of
this Security under the procedures described in the two
next succeeding paragraphs and (b) at the Company's
option in the case of imposition of exchange controls or
other circumstances beyond the Company's control as
described in the fourth succeeding paragraph. The
Company will at all times appoint and maintain a Paying
Agent (which may be the Trustee) authorized by the
Company to pay the principal of (and premium, if any) or
interest on any Securities of this series on behalf of
the Company and having an office or agency (the "Paying
Agent Office") in The City of New York (the "Place of
Payment"), where Securities of this series may be
presented or surrendered for payment and where notices,
designations or requests in respect of payments with
respect to Securities of this series may be served. The
Company has initially appointed Citibank, N.A. as such
Paying Agent. The Company will give prompt written
notice to the Trustee of any change in such appointment.
Except as provided in the next paragraph,
payments of interest and principal (and premium, if any)
on this Security, if denominated in a Specified Currency
other than U.S. dollars, will be made in U.S. dollars if
the registered Holder of this Security on the relevant
Regular Record Date, or at the Stated Maturity,
redemption or repayment of such Security, as the case may
be, has transmitted a written request for such payment in
U.S. dollars to the Paying Agent at the Paying Agent
Office in the Place of Payment on or before such Regular
Record Date, or the date 16 days before such Stated
Maturity, redemption or repayment, 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. Any such request made for any Security by
a registered Holder will remain in effect for any further
payments of interest and principal (and premium, if any)
on such Security payable to such Holder, unless such
request is revoked on or before the relevant Regular
Record Date or the date 16 days before the Stated
Maturity, redemption or repayment of such Security, as
the case may be.
The U.S. dollar amount to be received by a
Holder of this Security, if denominated in a Specified
Currency other than U.S. dollars, who elects to receive
payment in U.S. dollars will be based on the highest bid
quotation in The City of New York received by the
Exchange Rate Agent as of 11:00 a.m., New York City time
on the second Business Day next 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 Securities of this series, if
denominated in such Specified Currency, electing to
receive U.S. dollar payments on such payment date and at
which the applicable dealer commits to execute a
contract. If three such bid quotations are not available
on the second Business Day preceding the payment of
principal (and premium, if any) or interest for any such
Security, such payment will be made in the Specified
Currency. The Holder by his or her acceptance of this
Security hereby agrees that all currency exchange costs
associated with any payment in U.S. dollars on this
Security will be borne by the Holder hereof by deductions
from such payment. If this Security is denominated in a
Specified Currency other than U.S. dollars, (i) the
Company will at all times appoint and maintain a banking
institution that is not an Affiliate of the Company as
Exchange Rate Agent hereunder; and (ii) the Company has
initially appointed the Exchange Rate Agent specified
above as such Exchange Rate Agent and will give prompt
written notice to the Trustee of any change in such
appointment.
Payment of the principal of (and premium, if
any) and interest on any Security of this series due at
the Stated Maturity, redemption or repayment of such
Security will be made in immediately available funds upon
surrender of such Security to the Paying Agent at the
Paying Agent Office in the Place of Payment; provided
that such Security is presented to the Paying Agent in
time for the Paying Agent to make such payment in
accordance with its normal procedures. Payments of
interest on any Security of this series (other than at
the Stated Maturity, redemption or repayment of such
Security) will be made by check mailed to the address of
the Person entitled thereto as it appears in the Security
Register or by wire transfer to such account as may have
been appropriately designated to the Paying Agent by such
Person.
If the principal of (and premium, if any) or
interest on any Security of this series is payable in
other than U.S. dollars and such Specified Currency is
not available, due to the imposition of exchange controls
or other circumstances beyond the control of the Company,
the Company will be entitled to satisfy its obligations
to the Holder of such Security by making such payments in
U.S. dollars on the basis of the most recently available
Exchange Rate (as defined on the reverse hereof) and the
payment in U.S. dollars shall not be an event of Default
hereunder.
Reference is hereby made to the further
provisions of this Security 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 Trustee referred to on the
reverse hereof or its Authenticating Agent by manual
signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.
Dated: THE MEAD CORPORATION
[SEAL] By ________________________
Name:
Title:
Attest:
_______________________
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities issued under the
within-mentioned Indenture.
CITIBANK, N.A.
As Trustee
By _______________________
Authorized Signatory
[Form of Reverse of Security]
[Fixed Rate Medium-Term Note]
THE MEAD CORPORATION
MEDIUM-TERM NOTE, SERIES A
This Security is one of a duly authorized issue
of securities of the Company (herein called the
"Securities"), issued and to be issued in one or more
series under an Indenture, dated as of October 20, 1997
(the "Indenture"), between the Company and Citibank,
N.A., as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture), 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 thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated
on the face hereof. The Securities of this series may be
issued upon original issuance under the Indenture from
time to time at an aggregate initial public offering
price not to exceed $154,000,000 or its equivalent in
foreign currencies, currency units or composite
currencies. The aggregate principal amount of Securities
of this series which may be issued under the Indenture
will be limited to the aggregate of the principal amounts
of the Securities of this series so issued upon original
issuance in accordance with such limit.
Payments of interest hereon with respect to any
Interest Payment Date will include interest accrued from
and including the immediately preceding Interest Payment
Date (or from and including the Original Issue Date, if
no interest has been paid or duly made available for
payment) to but excluding the applicable Interest Payment
Date or Stated Maturity Date, as the case may be.
Interest hereon shall be computed on the basis of a 360-
day year of twelve 30-day months.
Any payment on this Security due on any day
which is not a Market Day (and, if the Specified Currency
specified on the face hereof is other than U.S. dollars,
a Business Day in the country issuing such Specified
Currency (or, for ECUs, Brussels)) need not be made on
such day, but may be made on the next succeeding day that
is a Market Day with respect to this Security (and, if
the Specified Currency of this Security is other than
U.S. dollars, a Business Day in the country issuing the
Specified Currency (or, for ECUs, Brussels)) with the
same force and effect as if made on such due date, and no
interest shall accrue for the period from and after such
date. "Business Day," for any particular location, means
each Monday, Tuesday, Wednesday, Thursday, and Friday
that is not a day on which banking institutions in such
location are authorized or obligated by law or executive
order to close. "Market Day" means any Business Day in
the City of New York.
This Security may be subject to repayment at
the option of the Holder prior to the Stated Maturity
specified on the face of this Security on the Optional
Repayment Date(s), if any, specified on the face of this
Security. If no Repayment Dates are specified on the
face of this Security, this Security may not be so repaid
at the option of the Holder hereof prior to the Stated
Maturity. On any Repayment Date, this Security shall be
repayable in whole or in part in increments of $1,000 or
such other minimum denomination specified on the face
hereof (provided that any remaining principal amount
shall be at least $1,000 or such other minimum
denomination) at the option of the Holder hereof at a
repayment price equal to 100% of the principal amount to
be repaid (or, if this Security is an Original Issue
Discount Security, such lesser amount as is provided
herein), together with accrued but unpaid interest hereon
to the date of repayment. For this Security to be repaid
in whole or in part at the option of the Holder hereof,
this Security must be received, together with the form
entitled "Option to Elect Repayment" (set forth below)
duly completed, by the Trustee at its Corporate Trust
Office (or such other address of which the Company shall
from time to time notify the Holders), not more than 60
nor less than 30 days prior to the date of repayment.
Exercise of such repayment option by the Holder hereof
shall be irrevocable. In the event of repayment of this
Security in part only, a new Security for the unpaid
portion hereof shall be issued in the name of the Holder
hereof.
If so designated on the face of this Security,
this Security may be redeemed prior to its Stated
Maturity by the Company on any date on or after the
Redemption Commencement Date indicated on the face
hereof. If a Redemption Commencement Date is not
designated on the face hereof, then this Security may not
be redeemed by the Company prior to its Stated Maturity.
If a Redemption Commencement Date is specified
on the face of this Security, this Security may be
redeemed prior to its Stated Maturity at the option of
the Company in whole or in part in increments of $1,000
or such other minimum denomination specified on the face
hereof (provided that any remaining principal amount of
this Security shall be at least $1,000 or such other
minimum denomination specified on the face hereof), at
the Redemption Price, together with accrued interest to
the Redemption Date and a Make-Whole Premium, if any, on
notice given not more than 60 nor less than 30 days prior
to the Redemption Date. Interest installments whose
Stated Maturity is on or prior to such Redemption Date
will be payable to the Holder of this Security, or one or
more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the
face hereof, all as provided in the Indenture. If less
than all of the Securities of this series are to be
redeemed, the Securities of this series to be redeemed
shall be selected by the Trustee by such method as the
Trustee shall deem fair and appropriate. In the event of
redemption of this Security in part only, a new Security
for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon surrender hereof.
The Company shall mail to each Security Holder
whose Security is to be redeemed in whole or in part a
notice setting forth the portion of such Security to be
redeemed and such notice shall be mailed to such Holder
at his address as it appears in the Security Register.
The amount of the "Make-Whole Premium" in
respect of the principal amount of this Security to be
redeemed will be the excess, if any, of (i) the sum of
the present values, as of the Redemption Date of this
Security, of (A) the respective interest payments
(exclusive of the amount of accrued interest to the
Redemption Date) on this Security that, but for such
redemption, would have been payable on their respective
Interest Payment Dates after such Redemption Date, and
(B) the payment of such principal amount that, but for
such redemption, would have been payable on the Stated
Maturity over (ii) the amount of such principal to be
redeemed. Such present values will be determined in
accordance with generally accepted principles of
financial analysis by discounting the amounts of such
payments of interest and principal from their respective
Stated Maturities to such Redemption Date at a discount
rate equal to the Treasury Yield.
The "Treasury Yield" in respect of this
Security shall be determined as of the date on which
notice of redemption of this Security is sent to the
Holder hereof by reference to the most recent Board of
Governors of the Federal Reserve System "Statistical
Release H.15 (519)" (or any successor publication of the
Federal Reserve System) which has become publicly
available not more than two Business Days prior to such
date (or, if such Statistical Release (or successor
publication) is no longer published or no longer contains
the applicable data, to the most recently published issue
of The Wall Street Journal (Eastern Edition) published
not more than two Business Days prior to such date that
contains such data or, if The Wall Street Journal
(Eastern Edition) is no longer published or no longer
contains such data, to any publicly available source of
similar market data), and shall be the most recent weekly
average yield on actively traded U.S. Treasury Securities
adjusted to a constant maturity equal to the Remaining
Life of this Security and, if applicable, converted to a
bond equivalent yield basis as described below. The
"Remaining Life of this Security" shall equal the number
of years from the Redemption Date to the Stated Maturity
of this Security; provided that if the Remaining Life of
this Security is not equal to the constant maturity of a
U.S. Treasury security for which a weekly average yield
is specified in the applicable source, then the Remaining
Life of this Security shall be rounded to the nearest
one-twelfth of one year and the Treasury Yield shall be
obtained by linear interpolation computed to the fifth
decimal place (one thousandth of a percentage point) and
then rounded to the fourth decimal place (one hundredth
of a percentage point)), after rounding to the nearest
one-twelfth of one year, from the weekly average yields
of (a) the actively traded U.S. Treasury security with a
maturity closest to and less than the Remaining Life of
this Security and (b) the actively traded U.S. Treasury
security with a maturity closest to and greater than the
Remaining Life of this Security, except that if the
Remaining Life of this Security is less than three
months, the weekly average yield on actively traded U.S.
Treasury securities adjusted to a constant maturity of
three months shall be used. The Treasury Yield shall, if
expressed on a yield basis other than that equivalent to
a bond equivalent yield basis, be converted to a bond
equivalent yield basis and shall be computed to the fifth
decimal place (one thousandth of a percentage point) and
then rounded to the fourth decimal place (one hundredth
of a percentage point).
If an Event of Default with respect to the
Securities of this series shall occur and be continuing,
the principal of the Securities of this series (or, in
the case of any Securities of this series that are
Original Issue Discount Securities, an amount of
principal thereof determined in accordance with the
provisions of this Security set out in the next paragraph
(the "Default Amount")) may be declared due and payable
in the manner and with the effect provided in the
Indenture.
If this Security is an Original Issue Discount
Security and if an Event of Default with respect to the
Securities of this series shall have occurred and be
continuing, the Default Amount of principal of this
Security may be declared due and payable in the manner
and with the effect provided in the Indenture. Such
Default Amount shall be equal to the adjusted issue price
as at the first day of the accrual period as determined
under the United States Internal Revenue Code of 1986, as
amended, and the Treasury regulations thereunder (the
"Code"), in which the date of acceleration occurs
increased by the daily portion of the original issue
discount for each day in such accrual period ending on
the date of acceleration, as determined under the Code.
Upon payment (i) of the amount of principal so declared
due and payable and (ii) of interest on any overdue
principal and overdue interest, all of the Company's
obligations in respect of the payment of the principal of
and interest, if any, on this Security shall terminate.
The Indenture contains provisions for
defeasance at any time of (i) the entire indebtedness of
this Security or (ii) certain restrictive covenants and
Events of Default with respect to this Security, in each
case upon compliance with certain conditions set forth
therein.
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 Securities 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 at least 66-2/3% in principal amount of the
Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions
permitting the Holders of specified percentages in
principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all
Securities 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. The principal amount of an Original Issue
Discount Security or a Security denominated in a
Specified Currency other than U.S. dollars that shall be
deemed to be Outstanding for purposes of the foregoing
shall be determined as provided in the Indenture. Any
such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon
all future Holders of this Security and of any Security
or Securities issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon
this Security.
As provided in and subject to the provisions of
the Indenture, the Holder of this Security 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
Securities of this series, the Holders of not less than
25% in principal amount of the Securities 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 Securities 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 Security for the
enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due
dates expressed herein.
No reference herein to the Indenture and no
provision of this Security 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 interest on this Security at the
times, places and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to
certain limitations (including, in the case of any Global
Security, certain additional limitations) therein set
forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of
the Company in the Place of Payment, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar,
duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of
authorized denominations, and for the same aggregate
principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only
in registered form without coupons in denominations of
(i) if denominated in U.S. dollars, $1,000 and any
integral multiples thereof or (ii) if denominated in a
Specified Currency other than U.S. dollars, the
equivalent amount of such Specified Currency, at the noon
buying rate in The City of New York for cable transfers
for such Specified Currency (the "Exchange Rate") on or
prior to the sixth Business Day in The City of New York
and in the country issuing such currency (or, for ECUs,
Brussels) next preceding the Original Issue Date, to U.S.
$1,000 (rounded to the nearest 1,000 units of such
Specified Currency) and any greater amount that is an
integral multiple of such amount unless otherwise
specified on the face hereof. As provided in the
Indenture and subject to certain limitations (including,
in the case of any Global Security, certain additional
limitations) therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of
Securities of this series and of like tenor of a
different authorized denomination, as requested by the
Holder surrendering the same.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith.
Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the
contrary.
THIS SECURITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
All terms used in this Security that are
otherwise not defined herein but are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the face of the within Security, 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.
________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfers) unto __________________
_________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
________________________
/_______________________/
_________________________________________________________
_________________________________________________________
(Please Print or Typewrite Name and Address,
Including Postal Zip Code, of Assignee)
_________________________________________________________
the within Security and all rights thereunder, and hereby
irrevocably constitutes and appoints ____________________
_________________________________________________________
to transfer said Security on the books of the Company,
with full power of substitution in the premises.
If less than the entire principal amount of the
within Security is to be sold, transferred or assigned,
specify the portion thereof which the Holder elects to
have sold, transferred or assigned: __________; and
specify the denomination or denominations (which shall
not be less than the minimum-authorized denomination) of
the Securities to be issued to the Holder for the portion
of the within Security not being sold, transferred or
assigned (in the absence of any such specification, one
such Security will be issued for the portion not being
sold, transferred or assigned):________.
Dated: _______________
Signature Guaranteed
___________________________ _________________________
NOTICE: Signature must be NOTICE: The signature to
guaranteed by a member firm this assignment must
of the New York Stock Ex- correspond with the name
change or a commercial bank as written upon the face
or trust company. of the within Security in
every particular, without
alteration or enlargement
or any change whatever.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and
instructs the Company to repay the within Security (or
portion thereof specified below) pursuant to its terms at
a price equal to the principal amount thereof, together
with interest to the Repayment Date, to the undersigned
at
_________________________________________________________
_________________________________________________________
_________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the
within Security is to be repaid, specify the portion
thereof which the Holder elects to have repaid:
________; and specify the denomination or denominations
(which shall not be less than the minimum-authorized
denomination) of the Securities to be issued to the
Holder for the portion of the within Security not being
repaid (in the absence of any such specification, one
such Security will be issued for the portion not being
repaid): ______.
Dated: _________________ _________________________
NOTICE: The signature in
this Option to Elect
Payment must correspond
with the name as written
upon the face of the
within Security in every
particular, without
alteration or enlargement
or any change whatever.
SIGNATURE GUARANTEED