E-281
Exhibit No. 9
Form 8-K
Headway Corporate Resources, Inc.
SEC File No. 0-23170
EXHIBIT A
[FORM OF SECURITY]
THE OFFER AND SALE OF THE SECURITIES REPRESENTED HEREBY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT" ) OR ANY STATE SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, SUCH REGISTRATION.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF
AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY
EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER
(1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER"
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN
INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501
(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT)
(AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S.
PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2)
AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO (X) THE DATE WHICH IS TWO YEARS AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER
OF THIS SECURITY (OR ANY PREDECESSOR SECURITY) AND (Y) SUCH LATER
DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN
APPLICABLE LAW (THE "RESALE RESTRICTION TERMINATION DATE") EXCEPT
(A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT
WHICH IS, AS OF THE DATE OF SUCH OFFER, SALE OR TRANSFER,
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPHS (a)(l),
(a)(2), (a)(3) OR (a)(7) OF RULE 501 UNDER THE SECURITIES ACT
THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR" FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE
IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT
TO THE COMPANY'S AND THE TRUSTEE'S RIGHT IN THEIR SOLE DISCRETION
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
(C), (D), (E) OR (F) TO REQUIRE THE DELIVERY OF OPINIONS OF
COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM, AND IN THE CASE OF THE FOREGOING CLAUSE (E), TO
REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM ATTACHED AS
EXHIBIT D TO THE INDENTURE (A COPY OF WHICH CAN BE OBTAINED FROM
THE TRUSTEE) IS COMPLETED AND DELIVERED BY THE TRANSFEREE TO EACH
OF THEM. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
"UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM
IN REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS
A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY
TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING
RESTRICTIONS. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF
THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.
THIS SECURITY MAY BE TRANSFERRED ONLY IN COMPLIANCE
WITH THE RESTRICTIVE LEGEND WHICH APPEARS ON THE PRECEDING PAGES
OF THIS SECURITY.
HEADWAY CORPORATE RESOURCES, INC.
Increasing Rate Senior Subordinated Note Due 2006
No. $
HEADWAY CORPORATE RESOURCES, INC., a Delaware
corporation (the "Company," which term includes any successor
entity), for value received promises to pay to
____________________ or registered assigns, the principal sum of
________________ dollars ($ _________________) on March 19, 2006.
Interest Payment Dates: March 30, June 30, September
30, and December 30, beginning June 30, 1998.
Record Dates: February 28, May 28, August 28, and
November 28, beginning May 28, 1998.
Reference is made to the further provisions of this
Security contained herein, which will for all purposes have the
same effect as if set forth at this place.
IN WITNESS WHEREOF, the Company has caused this
Security to be signed manually or by facsimile by its duly
authorized officers.
Dated: March 19, 1998
HEADWAY CORPORATE
RESOURCES, INC.
By:________________________
Name:
Title:
Attest:
By:________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities in the within-mentioned
Indenture.
STATE STREET BANK AND
TRUST COMPANY, N.A., as
Trustee
By:_____________________________
Authorized Signer
HEADWAY CORPORATE RESOURCES, INC.
Increasing Rate Senior Subordinated Note Due 2006
Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to them in the Indenture, dated
as of March 19, 1998 (the "Indenture"), as amended from time to
time, by and between Headway Corporate Resources, Inc., a
Delaware corporation (the "Company") and State Street Bank and
Trust Company, N.A., as trustee (the "Trustee").
1. Interest.
HEADWAY CORPORATE RESOURCES, INC., a Delaware
corporation (the "Company"), promises to pay interest on the
unpaid principal amount of this Security at an initial rate of
twelve percent (12%) per annum and, to the extent not earlier
redeemed, increasing to fourteen percent (14%) per annum
commencing on March 19, 2001; provided, however, that upon the
occurrence and during the continuance of an Event of Default (as
defined in the Indenture) the Company will pay interest on the
unpaid principal amount of this Security at the foregoing
applicable rates plus an additional five percent (5%) per annum
(such increased interest rate is hereinafter referred to as the
"Default Rate"). The Company will pay interest quarterly in
arrears on March 30, June 30, September 30 and December 30 of
each year or if any such day is not a Business Day, on the next
succeeding Business Day (the "Interest Payment Date"), commencing
June 30, 1998. Interest on the Securities will accrue from the
most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided,
however, that if there is no existing Default in the payment of
interest, and if this Security is authenticated between a record
date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date. Interest shall accrue with
respect to principal on this Security to, but not including the
date of repayment of such principal; provided, however, that if
payment to the Paying Agent occurs after 10:00 a.m., New York
City time, interest shall be deemed to accrue until the following
Business Day. On each Interest Payment Date, interest on the
Securities will be paid for the immediately preceding accrual
period.
To the extent lawful, the Company shall pay interest
(including post-petition interest in any proceeding under any
Bankruptcy Law) on (i) overdue Principal, if any, at the Default
Rate, compounded semiannually; and (ii) overdue installments of
interest, if any (without regard to any applicable grace period)
at the same rate, compounded semiannually. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.
2. Method of Payment.
The Company shall pay interest on the Securities
(except defaulted interest) to the persons who are the registered
Holders at the close of business on the Record Date immediately
preceding the Interest Payment Date even if the Securities are
canceled on registration of transfer or registration of exchange
after such Record Date. Except as set forth in the Indenture,
Holders must surrender Securities to the Paying Agent to collect
principal payments. The Securities will be payable as to
Principal and interest at the office or agency of the Company
maintained for such purpose within the City and State of New
York, or, at the option of the Company, payment of interest may
be made by check mailed to the Holders of the Securities at their
addresses set forth in the register of Holders. If this Security
is a Global Security, all payments in respect of this Security
will be made to the Depository or its nominee in immediately
available funds in accordance with customary procedures
established from time to time by the Depository.
3. Paying Agent and Registrar.
Initially, the Trustee under the Indenture will act as
Paying Agent and Registrar. The Company may change any Paying
Agent, Registrar or co- Registrar without notice to the Holders.
The Company or any of its Subsidiaries may act as Registrar.
4. Indenture.
The Company issued the Securities under an Indenture,
dated as of March 19, 1998 (the "Indenture"), between the Company
and the Trustee. This Security is one of a duly authorized issue
of Securities of the Company designated as its Increasing Rate
Senior Subordinated Notes Due 2006 (the "Securities"). Each
Holder, by accepting the Securities, agrees to be bound by all
the terms and provisions of the Indenture, as the same may be
amended from time to time in accordance with its terms. The
terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code 77aaa-77bbbb) (the "TIA"),
as in effect on the date of the Indenture. Notwithstanding
anything to the contrary herein, the Securities are subject to
all such terms, and Holders are referred to the Indenture and the
TIA for a statement of such terms. The Securities are unsecured
obligations of the Company limited (except as otherwise provided
in the Indenture) in aggregate principal amount to $10,000,000
plus amounts, if any, sufficient to pay interest and premium, if
any, on outstanding Securities as set forth in Paragraph 2
hereof. The obligations of the Company under the Note and the
Indenture are guaranteed pursuant to, and in accordance with,
that certain Guaranty Agreement, dated as of March 19, 1998,
between certain subsidiaries of the Company and the Trustee.
5. Optional Redemption.
On and after March 19, 1999, the Securities may be
redeemed, at the option of the Company, in whole dollar amounts
of at least $1,000,000 of principal (unless the remaining
outstanding amount of the Note is less than $1,000,000) at a
redemption price equal to a percentage of the principal amount
thereof, as set forth in the immediately succeeding paragraph,
plus accrued interest, if any, to the Redemption Date (subject to
the right of Holders of record on relevant Record Dates to
receive interest due on an Interest Payment Date). The Company
may at any time or from time to time purchase Securities from
Securityholders in market transactions and such purchases shall
not be considered redemptions.
The redemption price as a percentage of the principal
amount shall be as follows, if the Securities are redeemed during
the twelve (12) period beginning March 19, of the years indicated
below (the "Redemption Price"):
Year Percentage of Principal Amount
1999 105%
2000 103%
2001 101%
2002 and thereafter 100%
If the Redemption Date is subsequent to a Record Date
with respect to any Interest Payment Date and on or prior to such
Interest Payment Date, then such accrued interest, if any, will
be paid to the person in whose name such Securities are
registered at the close of business on such Record Date and no
other interest will be payable thereon. In the event of a
partial redemption, the Trustee will select the Securities to be
redeemed pro rata or by such manner as the Trustee deems fair to
the Holders of the Securities. In the event of any conflict
between the Security and the Indenture, the Indenture shall
govern.
6. Notice of Redemption.
Notice of redemption will be mailed by first class mail
at least thirty (30) days but not more than sixty (60) days
before the Redemption Date to each Holder of Securities to be
redeemed at such Holder's registered address. Securities in
denominations larger than $1,000 may be redeemed in part but only
in multiples of $1,000.
Except as set forth in the Indenture, from and after
any Redemption Date, if on such Redemption Date the Paying Agent
holds U.S. Legal Tender sufficient for the redemption of the
Securities called for redemption on such Redemption Date, then,
unless the Company defaults in the payment of the Redemption
Price or the Paying Agent is otherwise prohibited from paying the
Redemption Price, the Securities called for redemption will cease
to bear interest and the only right of the Holders of such
Securities will be to receive payment of the Redemption Price.
7. Offers to Purchase.
If there is a Change of Control (as defined in the
Indenture), the Company will be required to offer to purchase all
Securities at the Redemption Price, plus accrued and unpaid
interest to the date of purchase. Holders of Securities that are
subject to an offer to purchase will receive an offer to purchase
from the Company prior to any related purchase date, and may
elect to have such Securities purchased as set forth in the
Indenture.
If the Company consummates any Asset Sale (as defined
in the Indenture), the Company may be required to utilize certain
of the Net Cash Proceeds (as defined in the Indenture) received
from such Asset Sale, to an offer to redeem Securities at the
Redemption Price, plus accrued and unpaid interest to the date of
redemption. Holders of Securities which are the subject of an
offer to redeem will receive an offer to redeem from the Company
prior to any related purchase date, and may elect to have such
Securities redeemed as set forth in the Indenture.
8. Subordination.
The Indebtedness evidenced by the Securities is, to the
extent and in the manner provided in the Indenture, subordinate
and subject in right of payment to the prior payment in full of
all Senior Indebtedness (as defined in the Indenture), and this
Security is issued subject to such provisions. Each Holder of
this Security, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorized and directs the Trustee,
on behalf of such holder, to take such action as may be necessary
or appropriate to effectuate the subordination as provided in the
Indenture, and (c) appoints the Trustee attorney-in-fact of such
Holder for such purpose.
9. Denominations; Transfer; Exchange.
The Securities are in registered form, without coupons,
in denominations of $1,000 and integral multiples of $1,000. A
Holder shall register the transfer of or exchange Securities in
accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements
and transfer documents and to pay certain taxes or similar
governmental charges required by law and as permitted by the
Indenture. The Registrar need not register the transfer of or
exchange any Securities or portions thereof selected for
redemption. No service charge shall be made for any registration
of transfer or exchange or redemption of Securities, but the
Company may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.
The Company need not exchange or register the transfer of any
Security or portion of a Security selected for redemption, except
for the unredeemed portion of any Security being redeemed in
part. Also, it need not exchange or register the transfer of any
Securities for a period of fifteen (15) days before a selection
of Securities to be redeemed or during the period between a
record date and the corresponding Interest Payment Date.
10. Discharge Prior to Redemption or Maturity: Defeasance.
The Company's obligations pursuant to the Indenture
will be discharged, except for obligations pursuant to certain
sections thereof, subject to the terms of the Indenture, upon the
payment of all the Securities or upon the irrevocable deposit
with the Trustee of U.S. Legal Tender sufficient to pay when due
Principal of and interest, if any, on the Securities to maturity
or redemption, as the case may be.
The Indenture contains provisions (which provisions
apply to this Security) for defeasance at any time of (a) the
entire Indebtedness of the Company on this Security or (b)
certain restrictive covenants and the Defaults and Events of
Default related thereto, in each case upon compliance by the
Company with certain conditions set forth therein.
11. Amendment: Supplement: Waiver.
Subject to certain exceptions, the Indenture or the
Securities may be amended or supplemented with the written
consent of the Required Holders (as defined in the Indenture),
and any existing Default or Event of Default or compliance with
any provision may be waived with the consent of the Required
Holders. Without notice to or consent of any Holder, the parties
thereto may amend or supplement the Indenture or the Securities
to, cure among other things, any ambiguity, defect or
inconsistency, provide for uncertificated Securities in addition
to or in place of certificated Securities, comply with Article V
of the Indenture or comply with any requirements of the SEC in
connection with the qualification of the Indenture under the TIA,
or make any other change that does not adversely affect the
rights of any Holder of a Security.
12. Restrictive Covenants.
The Indenture contains certain covenants that, among
other things, limit the ability of the Company and its
Subsidiaries to incur additional Indebtedness, transfer or sell
assets, pay dividends, make certain other Restricted Payments and
Investments, create Liens or enter into transactions with
Affiliates and mergers. The Company must report quarterly to the
Trustee on compliance with such limitations.
13. Defaults and Remedies.
If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least thirty percent (30%) in the
aggregate principal amount of Securities then outstanding may
declare all the Securities to be due and payable in the manner,
at the time and with the effect provided in the Indenture.
Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee is not obligated to
enforce the Indenture or the Securities unless it has received
indemnity reasonably satisfactory to it. The Indenture permits,
subject to certain limitations therein provided, the Required
Holders to direct the Trustee in its exercise of any trust or
power.
14. Trustee Dealings with Company.
Subject to certain limitations imposed by the TIA, the
Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities and may
otherwise deal with the Company, its Subsidiaries or their
respective Affiliates, as if it were not the Trustee.
15. No Recourse Against Others.
A stockholder, director, officer, employee or
incorporator, as such, of the Company or any of its Subsidiaries
shall not have any liability for any obligation of the Company
under the Securities or the Indenture or for any claim based on,
in respect of or by reason of, such obligations or their
creation, including with respect to any certificates delivered
hereunder or thereunder from any such person. Each Holder of a
Security by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration
for the issuance of the Securities.
16. Authentication.
This Security shall not be valid until the Trustee or
authenticating agent manually signs the certificate of
authentication on this Security.
17. Governing Law.
The Indenture and this security shall be governed by
and construed in accordance with the laws of the State of New
York, as applied to contracts made and performed within the State
of New York without regard to principles of conflicts of laws.
18. Abbreviations and Defined Terms.
Customary abbreviations may be used in the name of a
Holder of a Security or an assignee, such as: TEN COM (tenants in
common), TEN ENT (tenants by the entireties), JT TEN (joint
tenants with right of survivorship and not as tenants in common),
CUST (Custodian), and U/G/M/A (Uniform Gifts to Minors Act).
19. CUSIP Numbers.
Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the
Company may cause CUSIP numbers to be printed on the Securities
immediately prior to the qualification of the Indenture under the
TIA as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such numbers as
printed on the Securities and reliance may be placed only on the
other identification numbers printed hereon.
20. Indenture.
Each Holder, by accepting a Security, agrees to be
bound by all of the terms and provisions of the Indenture, as the
same may be amended from time to time.
The Company will furnish to any Holder of a Security
upon written request and without charge a copy of the Indenture.
Requests may be made to: Headway Corporate Resources, Inc., 850
Third Avenue, New York, New York 10022, Attn.: President.
21. Successors.
When a successor assumes all the obligations of its
predecessor under the Securities and the Indenture and the
transaction complies with the terms of Article V of the
Indenture, the predecessor will be released from those
obligations.
22. Unclaimed Money.
If money for the payment of Principal or interest
remains unclaimed for two (2)years, the Trustee or Paying Agent
shall return the money to the Company upon its request. After
that, all liability of the Trustee and Paying Agent with respect
to such money shall cease and Holders entitled to money must look
to the Company for payment.
23. Certain Information Obligations.
At any time when the Company is not subject to Section
13 or 15(d) of the Securities Exchange Act of 1934, upon the
request of a Holder of a Note, the Company will promptly furnish
or cause to be furnished such information as is specified
pursuant to Rule 144A(d)(4) under the Securities Act (or any
successor provision thereto) to such Holder or to a prospective
purchaser of such Note designated by such Holder, as the case may
be, in order to permit compliance by such Holder with Rule 144A
under the Securities Act.
[FORM OF ASSIGNMENT]
I or we assign this Security to
(Print or type name, address and zip code of assignee)
Please insert Social Security or other
identifying number of assignee
and irrevocably appoint ______________________ agent to transfer
this Security on the books of the Company. The agent may
substitute another to act for it.
In connection with any transfer of any of the Securities
evidenced by this certificate occurring prior to (x) the date
which is two years after the later of the date of original issue
and the last date on which the Company or any affiliate of the
Company was the owner of such Securities, or any predecessor
thereto, and (y) such later date, if any, as may be required by
any subsequent change in applicable law (the "Resale Restriction
Termination Date"), the undersigned confirms that it has not
utilized any general solicitation or general advertising in
connection with the transfer and that such Securities are being
transferred:
CHECK ONE BOX BELOW
(1) to the Company; or
(2) pursuant to a registration statement which has
been declared effective under the Securities Act; or
(3) pursuant to and in compliance with Rule 144A under the
Securities Act; or
(4) pursuant to and in compliance with Regulation S under
the Securities Act; or
(5) to an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act) that has furnished to the Company and
the Trustee the Transferee Certificate in the form
attached as Exhibit C to the Indenture (such Transferee
Certificate can be obtained from the Trustee); or
(6) pursuant to another available exemption from the
registration requirements of the Securities Act.
Unless one of the boxes is checked, the Trustee will refuse to
register any of the Securities evidenced by this certificate in
the name of any person other than the registered holder thereof;
provided, however, that if box (3), (4), (5) or (6) is checked,
the Company and the Trustee may require, prior to registering any
such transfer of the Securities, in their sole discretion, such
opinions of counsel, certifications and/or other information
satisfactory to each of them to confirm that such transfer is
being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
If none of the foregoing boxes is checked, the Trustee or
Registrar shall not be obligated to register this Security in the
name of any person other than the Holder hereof unless and until
the conditions to any such transfer of registration set forth
herein and in Section 2.06 of the Indenture shall have been
satisfied.
Dated:_______________
Signed:______________________________________________
(Sign exactly as your name appears on
the front of this Security)
Signature Guarantee:
___________________________________________________________
NOTICE: Signature must be guaranteed by an
"eligible guarantor institution" meeting the
requirements of the Bond Registrar which
requirements will include membership or
participation in the Securities Transfer Agents
Medallion Program or such other "signature
guarantee program" as may be determined by the
Bond Registrar in addition to, or in substitution
for, the Securities Transfer Agents Medallion
Program, all in accordance with the Securities
Exchange Act of 1934, as amended.
[OPTION OF HOLDER TO ELECT PURCHASE]
If you want to elect to have this Security purchased by
the Company pursuant to Section 4.16 or Section 4.17 of the
Indenture, check the appropriate box:
Section 4.16 (Change in Control)
Section 4.17 (Asset Sale)
If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.16 or Section 4.17
of the Indenture, state the amount: $ ________________
Date:______________________ Signature:
_______________________________
(Sign exactly as your
name appears on the front
of this Security)
Tax Identification No.:
__________________
Signature
Guarantee:_______________________________________________________
______
EXHIBIT B
[FORM OF LEGEND FOR BOOK-ENTRY SECURITIES]
Any Global Security authenticated and delivered
hereunder shall bear a legend (which would be in addition to any
other legends required in the case of a Restricted Security) in
substantially the following form:
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED
IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR
A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN
THE DEPOSITORY OR ITS NOMINEE EXCEPT 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 DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY
A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), 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 IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.