Exhibit 4.16(c)
FORM OF
AMENDMENT NO. 1 TO THE
SERIES B NOTE (NO. __)
AMENDMENT NO. 1 dated as of October 30, 1992 to the Series B Note (No._)
due 1999 (the "Series B Note") issued by Pechiney Corporation ("Pechiney
Corporation"), a Delaware corporation, in favor of ___________ in the principal
amount of $____ dated December 22, 1988.
WHEREAS, pursuant to the Resolution Agreement dated as of May 1, 1992
among Xxxxxx Xxxxx, Xxxxx X. May, Pechiney, a company organized under the laws
of France, and Pechiney Corporation, as amended, the parties hereto agreed to
amend certain terms of the Series B Note;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The first paragraph of the Series B Note is hereby amended in full
to read as follows:
"FOR VALUE RECEIVED, PECHINEY CORPORATION, a Delaware corporation (the
"Company"), HEREBY PROMISES TO PAY to the order of XXXXXX XXXXX (the
"Payee"), the principal sum of SEVEN MILLION, THREE HUNDRED THIRTY-TWO
THOUSAND, FOUR HUNDRED FIFTY-FIVE DOLLARS ($7,332,455) on January 2, 1999,
and to pay interest thereon for each Interest Period in each year (payable on
the last day of such Interest Period), from the date hereof or from the most
recent such interest payment date to which interest has been paid or duly
provided for, at the Applicable Interest Rate (as hereinafter defined), until
such principal amount is paid in full and on the day when such principal
amount becomes due."
2. The twenty-fifth paragraph of the Series B Note is hereby amended by
inserting after the word "institution" in the last line thereof, the
following:
"or to an entity that is wholly owned by a reputable financial
institution or institutions, and provided, further, that the Holder shall
-------- -------
furnish the Company with the name, address and place of organization (if
the transferee is
2
an entity) or residence (if the transferee is an individual) of the
transferee who acquires beneficial ownership of this Note as a result of such
sale or transfer, within thirty days after the date thereof"
3. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York.
4. Except as expressly modified herein, the Series B Note shall continue
in full force and effect in accordance with the provisions thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be executed as of the date first above written.
PECHINEY CORPORATION
By:_________________________
Authorized Signatory
Acknowledged and Agreed
this 30th day of October, 1992
__________________________
[HOLDER]
