Common use of REVERSE OF NOTE Clause in Contracts

REVERSE OF NOTE. This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under and pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities thereunder of the Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of the Securities at the time Outstanding of each series 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 and their consequences with respect to such series under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

REVERSE OF NOTE. This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof, all issued or to be issued under and pursuant to the Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and limitations of rights, obligations, duties and immunities thereunder of the Trustee, and any agent of the Trustee, any Paying Agent, the Company and the Holders holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders holders of the Securities of each series under the Indenture with the consent of the Holders holders of not less than a majority in principal amount of the Securities at the time Outstanding outstanding of each series to be affected thereby on behalf of the Holders holders of all Securities of such series. The Indenture also permits the Holders holders of a majority in principal amount of the Securities at the time Outstanding outstanding of each series on behalf of the Holders holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series under the Indenture. Any such consent or waiver by the Holder holder of this Note shall be conclusive and binding upon such Holder holder and upon all future Holders holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

REVERSE OF NOTE. This Note is one of the a duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, AT&T of the series specified on the face hereof, all issued or to be issued under and pursuant to an Indenture, dated as of November 1, 1994, between AT&T and The Bank of New York Mellon, as Trustee (the “Trustee,” which term includes any successor Trustee under the Indenture), to which Indenture indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement description of the rights and rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, and any agent of the Trustee, any Paying Agent, the Company AT&T and the Holders of the Securities Notes and of the terms upon which the Securities are issued Notes are, and are to be be, authenticated and delivered. The Notes will be issued in fully registered form only and in denominations of $1,000 and integral multiples of $1,000. The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any modification of the provisions rights and obligations of the Indenture or of modifying in any manner AT&T and the rights of the Holders of the Securities of each series Notes under the Indenture at any time by AT&T and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders of a majority in principal amount of the Securities Notes at the time Outstanding of each series on behalf of outstanding. The Indenture also contains provisions permitting the Holders of all Securities specified percentages in principal amount of such series, the Notes at the time outstanding to waive compliance by the Company AT&T with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences with respect to such series under the Indentureconsequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the CompanyAT&T, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

REVERSE OF NOTE. This Note is one of the a duly authorized issue of debt securities of the Company (hereinafter herein called the “SecuritiesNotes”) ), issued and to be issued in one or more series under an Indenture (the “Base Indenture”), dated as of December 10, 2009, between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee”, which term includes any successor trustee), as amended and supplemented by the First Supplemental Indenture, dated as of December 10, 2009, among the Company, of the series specified on guarantors named therein (the face hereof“Guarantors”) and the Trustee (the “Supplemental Indenture” and, all issued or to be issued under and pursuant to together with the Base Indenture, to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) ), to which Indenture reference is hereby made for a statement of the rights and respective rights, limitations of rights, obligations, duties and immunities thereunder of the TrusteeCompany, the Guarantors, the Trustee and any agent the holders of the Trustee, any Paying Agent, the Company Notes and the Holders of the Securities and the terms upon which the Securities are issued Notes are, and are to be be, authenticated and delivered. This Note is one of the series designated on the face hereof, limited in aggregate principal amount to $[ ]. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Company may, at its option, redeem the Notes of this series in whole or in part, on or after January 1, 2010, at a price per Note equal to the redemption price as set forth in the Indenture. Except as set forth in this paragraph and in Article 3 and Section 7.15 of the Supplemental Indenture, the Company may not redeem the Notes at its option prior to the Maturity Date. The Company is obligated to offer to repurchase the Notes in connection with certain Asset Sales or a Change of Control, as described in the Indenture. The Notes are not entitled to the benefit of any sinking fund. If an Event of Default with respect to Notes shall occur and be continuing, the principal of the Notes of this series may become or may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the entry into one or more supplemental indentures for purposes of amending or modifying the rights and obligations of the Company and the rights of the holders of the Notes under the Indenture at any time by the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series. The Indenture also permits the Holders holders of a majority in principal amount of the Securities Notes at the time Outstanding Outstanding. The Indenture also contains provisions permitting the holders of each series specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders holders of all Securities of such seriesNotes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series under the IndentureIndenture and the consequences thereof. Any such consent or waiver by the Holder holder of this Note shall be conclusive and binding upon such Holder holder and upon all future Holders holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note. No reference herein to Notes are issuable only in registered form without coupons in the denominations specified in the Indenture and no provision of this Note or any integral multiple in excess thereof, except as provided in Section 2.3 of the Indenture shall alter or impair the obligation Supplemental Indenture. Except as provided in Section 2.4 of the CompanySupplemental Indenture, which is absolute the Notes shall be issued in fully registered, certificated form, bearing identical terms. Principal of and unconditionalinterest on the Notes shall be payable, the transfer of such Notes shall be registrable, and such Notes shall be exchangeable for Notes of a like aggregate principal amount bearing identical terms and provisions, at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New York. No service charge shall be made for any registration of transfer or exchange of the Notes, but the Company may require payment from the holder of a sum sufficient to pay the cover any tax or other governmental charge that may be imposed in connection therewith. The payment of principal of of, premium, if any, and interest on this Note at is expressly subordinated, to the times, place and rate, extent and in the coin manner provided in the Indenture, to the Senior Debt. The obligations of the Company under the Note have been guaranteed by the Guarantors to the extent and as is provided in the Indenture. The obligations of the Company under the Indenture and the Notes, and of the Guarantors under the Note Guarantees, have been secured by a second-priority security interest in the Collateral to the extent and as provided in the Indenture. The Trustee and any agent of the Company or currencythe Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, herein prescribed.whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Notes are not savings accounts or deposits with CIT Bank or any other Subsidiary of the Company nor are they insured by the United States Federal Deposit Insurance Corporation or by the United States or any agency or fund of the United States. In addition, the Notes are not obligations of, or Guaranteed by, any Regulated Subsidiaries or any other Unrestricted Subsidiaries of the Company. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE. FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to: (Insert assignee’s social security or tax identification number)

REVERSE OF NOTE. This Note is one of the a duly authorized issue of debt securities subordinated, unsecured notes (hereinafter called the “Securities”"Notes") of the Company, of the series specified on the face hereof, all issued or to be issued under an Indenture, dated as of September 21, 2012 (the "Indenture"), between the Company and pursuant to U.S. Bank National Association, as trustee (the "Trustee," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a statement of the rights and respective rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, and any agent of the Trustee, any Paying AgentCompany, the Company Trustee and the Holders of the Securities Notes and of the terms upon which the Securities are issued Notes are, and are to be be, authenticated and delivered. The Indenture permitsNotes, with certain exceptions as therein provided, in the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than a majority in aggregate principal amount of up to $115,000,000, are designated as the 6.50% Subordinated Notes due 2042 of the Company. This Note is subject to redemption on September 21, 2017 or on any Interest Payment Date thereafter, in whole at any time or in part from time to time, at a Redemption Price equal to 100% of the principal amount, plus accrued and unpaid interest to the redemption date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion will be issued in the name of the Holder upon the cancellation hereof. This Note may not be redeemed by the Holder. Notice of redemption shall be mailed at least 30 but not more than 60 days before the Redemption Date to each Holder of Securities at the time Outstanding of each this series to be affected thereby on behalf redeemed at its registered address. The notice of redemption for such Notes shall state, among other things, the amount of Notes to be redeemed, the Redemption Date, if not then ascertainable, the manner in which the Redemption Price shall be calculated and the place or places that payment shall be made upon presentation and surrender of such Note to be redeemed. Unless the Company defaults in the payment of the Holders of all Securities of such seriesRedemption Price together with accrued interest, interest will cease to accrue on any Notes that have been called for redemption on the Redemption Date. All terms used, but not otherwise defined, in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Indenture also permits the Holders of a majority in principal amount contains provisions for satisfaction, discharge and defeasance of the Securities at the time Outstanding of each series entire indebtedness on behalf of the Holders of all Securities of such seriesthis Note, to waive upon compliance by the Company with certain provisions of conditions set forth therein. The Notes are not entitled to the Indenture and certain past defaults and their consequences with respect to such series under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and benefit of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribedsinking fund.