EXHIBIT 4.8.2
REGISTERED PRINCIPAL
AMOUNT: $ _______________
No. FXR-__
CUSIP No. _____________
XXXX XXX CORPORATION
MEDIUM-TERM NOTE, SERIES __
(Fixed Rate)
This Security is a Security in global form within the meaning of the
Indenture hereinafter referred to and is registered in the name of a
Depositary or a nominee of a Depositary. This global Security is exchangeable
for Security registered in the name of a Person other than the Depositary or
its nominee only 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 Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary) may be
registered except in such limited circumstances.
Unless this Security is presented by an authorized representative of
The Depository Trust Company (00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx), x Xxx
Xxxx corporation ("DTC"), to the issuer or its agent for registration of
transfer, exchange or payment, and any Security issued upon registration of
transfer of, or in exchange for, or in lieu of, this Security is registered
in the name of Cede & Co. or such other name as requested by an authorized
representative of DTC (any payment hereon 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.
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH HEREIN:
PRINCIPAL AMOUNT: $
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: STATED MATURITY:
SPECIFIED CURRENCY: THIS SECURITY IS A: AUTHORIZED DENOMINATIONS
(if other than U.S. Global Security (if Specified Currency is U.S. dollars):
$1,000 and any integral multiple of
$1,000 in excess thereof
(if Specified Currency is other than
U.S. dollars):
1
CURRENCY DETERMINATION OPTION TO ELECT PAYMENT
AGENT (if other than The IN U.S. DOLLARS (only
Bank of New York): applicable if Specified
Currency is other than
U.S. dollars):
/ / Yes / / No
INTEREST PAYMENT DATES: REGULAR RECORD DATES:
REDEMPTION DATE(S): REDEMPTION PERIODS AND
PRICE(S):
REPAYMENT DATE(S): REPAYMENT PRICE(S):
INITIAL MATURITY DATE: RENEWAL TERMS
(if any):
FINAL MATURITY DATE: EXTENSION TERMS
(if any):
OTHER PROVISIONS:
DISCOUNTED SECURITY:
/ / Yes / / No
ORIGINAL ISSUE DISCOUNT TOTAL AMOUNT OF OID: ISSUE PRICE (expressed as a
SECURITY: percentage of aggregate principal
amount):
/ / Yes / / No
YIELD TO MATURITY: SHORT ACCRUAL PERIOD OID: METHOD USED TO DETERMINE
YIELD FOR SHORT ACCRUAL
PERIOD:
/ / Approximate / / Exact
2
XXXX XXX CORPORATION
XXXX XXX CORPORATION, a Maryland corporation (herein called the
"Company," which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co.,
as nominee for the Depository Trust Company, or registered assigns, the
principal amount stated above at Stated Maturity, and to pay interest thereon
from the Original Issue Date shown above or, in the case of a Security issued
upon registration of transfer or exchange, from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for to
but not including the applicable Interest Payment Date or the Stated Maturity
or any Redemption Date or Repayment Date (each such Stated Maturity Date,
Redemption Date and Repayment Date is referred to hereinafter as a "Maturity"
with respect to principal repayable on such date), as the case may be,
PROVIDED that if the Original Issue Date is after a Regular Record Date and
before the Interest Payment Date immediately following such Regular Record
Date, interest payments will commence on the second Interest Payment Date
following the Original Issue Date, at the rate per annum set forth above,
until the principal hereof is paid or made available for payment. 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; PROVIDED, HOWEVER, that interest payable at Maturity will be
payable to the Person to whom principal shall be payable. Any such interest
not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and shall 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 (which shall be
not less than five Business Days prior to the date of payment of such
defaulted interest) established by notice given by mail by or on behalf of
the Company to the Holder of this Security (or one or more Predecessor
Securities) not less than 15 calendar days preceding such special record date
(the "Special Record Date").
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 2, 1990, as supplemented
from time to time (herein called the "Indenture"), among the Company and The
Bank of New York, as successor to Continental Bank, 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 denominated in different currencies, bear different dates,
mature at different times and bear interest at different rates. The
Securities of this series may be issued from time to time up to an aggregate
public offering price of $_________ (or the equivalent thereof in foreign
currencies or foreign currency units.
The Company will appoint and at all times maintain a Paying Agent
(which may be the Trustee) authorized by the Company to pay the principal of
(and premium, if any) and interest on any Securities of this series on behalf
of the Company and having an office or agency in The
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City of New York, New York or The City of Chicago, Illinois 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 The Bank of
New York as such Paying Agent, with its Corporate Trust Office currently at
000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Company will give prompt
written notice to the Trustee of any change in such appointment.
Funds for the payment of the principal of (and premium, if any) and
interest on this Security due in United States dollars on any Interest
Payment Date or at Maturity will be made available to the Trustee on such
date. As soon as possible thereafter, the Trustee will pay such funds to the
Depositary (referred to below), and the Depositary will allocate and pay such
funds to the owners of beneficial interests in this Security in accordance
with its existing operating procedures.
If this Security is a Zero Coupon Security, the principal of this
Security shall not bear interest except in the case of a default in the
payment of principal upon acceleration, upon redemption or at Stated Maturity
and in such case the overdue principal of this Security shall bear interest
at the interest rate per annum specified above (or, if this Security is a
Discounted Security, the Yield to Maturity specified above) (to the extent
that the payment of such interest shall be legally enforceable), which shall
accrue from and including the date of such default in payment to but not
including 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 rate per annum specified above (or, if this Security is a Discounted
Security, the Yield to Maturity specified above) (to the extent that the
payment of such interest shall be legally enforceable), 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.
The principal of (and premium, if any) and interest on this Security
are payable by the Company in the Specified Currency set forth above. If the
Specified Currency is other than United States dollars, the Holder hereof
may, if so indicated above, elect to have all such payments converted into
United States dollars in the manner described below by delivery of a written
request to the Paying Agent at its principal office in The City of New York,
New York on or prior to the applicable Regular Record Date or at least 15
days prior to Maturity, as the case may be. Such election may be in writing
(mailed or hand delivered) or by cable, telex or other form of facsimile
transmission. A Holder of such a Security may elect to receive payment in
United States dollars for all principal (and premium, if any) 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 such revocation must be received by the Trustee
on or prior to the applicable Regular Record Date or at least 15 days prior
to Maturity, as the case may be (but no such revocation may be made with
respect to payments to be made on such a Security if an Event of Default has
occurred with respect thereto or upon the giving of a notice of redemption).
All payments of principal (and premium, if any) and interest in a
Specified Currency other than United States dollars will be made in the
manner set forth below.
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Interest payments for this Security will include interest accrued to,
but excluding, the Interest Payment Dates. Interest payments for this
Security shall be computed and paid on the basis of a 360-day year of twelve
30-day months unless otherwise specified.
Any payment on this Security due on any day which is not a Market Day
need not be made on such day, but may be made on the next succeeding Market
Day with the same force and effect as if made on such due date, and no
interest shall be payable on the date of payment for the period from and
after such due date.
"Business Day", with respect to any particular location, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in such location are authorized by law or regulation to
close. "Market Day" means any Business Day in The City of New York.
Unless one or more Redemption Dates are specified on the face hereof,
this Security shall not be redeemable at the option of the Company before the
Stated Maturity specified on the face hereof. If one or more Redemption
Dates (or ranges of Redemption Dates) are so specified, this Security is
subject to redemption on any such date (or during any such range) at the
option of the Company, upon notice by first-class mail, postage prepaid,
mailed not less than 30 days nor more than 60 days prior to the Redemption
Date specified in such notice, at the applicable Redemption Price specified
on the face hereof (expressed as a percentage of the principal amount of this
Security), together in the case of any such redemption with accrued interest
to but not including the Redemption Date, but interest installments whose
Stated Maturity is prior to the 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 Regular or Special Record Dates, all as
provided in the Indenture. The Company may elect to redeem less than the
entire principal amount hereof, PROVIDED that the principal amount, if any,
of this Security that remains outstanding after such redemption is an
Authorized Denomination as defined herein. In the event of any redemption in
part, the Company will not be required to (i) issue, register the transfer
of, or exchange any Security during a period of 15 days next preceding the
day of the first mailing of the notice of redemption of Securities selected
for redemption or (ii) register the transfer or exchange of any Security, or
any portion thereof, called for redemption, except the unredeemed portion of
any Security being redeemed in part.
Unless one or more Repayment Dates is specified above, this Security
shall not be repayable at the option of the Holder on any date prior to the
Stated Maturity specified above. If one or more Repayment Dates (or ranges
of Repayment Dates) are so specified, this Security is subject to repayment
on any such date (or during any such range) at the option of the Holder at a
price equal to 100% of the principal amount hereof or, if this Security is a
Discounted Security (as specified on the face hereof), the applicable
Repayment Price specified on the face hereof (expressed as a percentage of
the principal amount of this Security), together in the case of any such
repayment with accrued interest to but not including the Repayment Date, but
interest installments whose Stated Maturity is prior to the Repayment 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 Regular or
Special Record Dates, all as provided in the Indenture. For this Security to
be repaid at the option of the Holder, the Paying Agent must receive at the
Corporate Trust Office, at least 30 days but not more than 60 days prior to
the Repayment Date on which this
5
Security is to be repaid, (a) appropriate wire transfer instructions and (b)
either (i) this Security with the form entitled "Option to Elect Repayment"
below duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange, or the National
Association of Securities Dealers, Inc. or a commercial bank or trust company
in the United States setting forth the name of the Holder of this Security,
the principal amount of this Security, the principal amount of this Security
to be repaid, the certificate number or a description of the tenor and terms
of this Security, a statement that the option to elect repayment is being
exercised thereby and a guarantee that this Security, together with the duly
completed form entitled "Option to Elect Repayment" on this Security, will be
received by the Paying Agent not later than the fifth Business Day after the
date of such telegraph, telex, facsimile transmission or letter, PROVIDED,
HOWEVER, that such telegram, telex, facsimile transmission or letter shall
only be effective if this Security with such form duly completed are received
by the Paying Agent by such fifth Business Day. Exercise of the repayment
option by the Holder shall be irrevocable, except (i) a Holder who has
tendered this Security for repayment pursuant to an Extension Notice (as
defined below) may revoke such tender for repayment in accordance with
paragraph (c) below and (ii) a Holder who has tendered this Security for
repayment pursuant to a Reset Notice (as defined below) relating to the
interest rate on this Security may revoke such tender for repayment in
accordance with the next succeeding paragraph (c) below. The repayment
option with respect to this Security may be exercised by the Holder for less
than the entire principal amount hereof, PROVIDED that the principal amount,
if any, of this Security that remains outstanding after such repayment must
be an Authorized Denomination as defined herein. The Company will not be
required to register the transfer or exchange any Security following the
receipt of a notice to repay a Security as described above.
In the event of redemption or repayment of this Security in part only,
a new Security or Securities of this series and of like tenor and for a
principal amount equal to the unredeemed or unrepaid portion will be
delivered to the registered Holder upon the cancellation hereof.
If so specified above, the Stated Maturity of this Security may be
extended at the option of the Company, in the manner set forth below (unless
otherwise provided on the face hereof), for the period or periods specified
above (each an "Extension Period") up to but not beyond the date (the "Final
Maturity Date") set forth above:
(a) The Company may exercise such option by notifying
the Paying Agent of such exercise at least 45 but no more than 60
days prior to the Stated Maturity in effect prior to such exercise
(the "Original Stated Maturity"). If the Company exercises such
option, the Paying Agent will mail by first-class mail to the
Holder of this Security no later than 40 days prior to the
Original Stated Maturity a notice (the "Extension Notice") setting
forth (i) the election of the Company to extend the Original
Stated Maturity, (ii) the new Stated Maturity (which shall then be
considered the Stated Maturity for all purposes of this Security),
(iii) the interest rate applicable to the Extension Period and
(iv) the provisions, if any, for redemption during such Extension
Period. Upon the Paying Agent's transmittal of the Extension
Notice, the Original Stated Maturity of this Security shall be
extended automatically, and, except as modified by the Extension
Notice and as described in the next paragraph, this Security will
have the same terms as prior to the transmittal of such Extension
Notice.
6
(b) Notwithstanding the foregoing, not later than 20
days prior to the Original Stated Maturity of this Security the
Company may, at its option, revoke the interest rate provided for
in the Extension Notice and establish an interest rate that is
higher than the interest rate provided for in the Extension Notice
for the Extension Period by causing the Paying Agent to transmit
notice, by first class mail, postage prepaid, of such higher
interest rate to the Holder of this Security. Such notice shall be
irrevocable. All Securities with respect to which the Stated
Maturity is extended and with respect to which the Holders of such
Securities have not tendered such Securities for repayment (or
have validly revoked any such tender) pursuant to the succeeding
paragraph will bear such higher interest rate for the Extension
Period.
(c) If the Company elects to extend the Stated Maturity
of this Security, the Holder hereof will have the option to elect
repayment of this Security by the Company on the Original Stated
Maturity at a price equal to the aggregate principal amount hereof
outstanding plus interest accrued to but not including such date.
In order to obtain such repayment, the Holder hereof must follow
the procedures set forth above for optional repayment, except that
the period for delivery of this Security or notification to the
Trustee shall be at least 25 but not more than 35 days prior to
the Original Stated Maturity and except that, if the Holder hereof
has tendered this Security for repayment pursuant to an Extension
Notice, such Holder may, by written notice to the Paying Agent,
revoke such tender for repayment until the close of business on
the tenth day prior to the Original Stated Maturity.
If so specified above, the Company may reset the interest rate of this
Security in the manner set forth below (unless otherwise provided on the face
hereof):
(a) The Company may exercise such option with respect to
a Note by notifying the Paying Agent of such exercise at least 45
but not more than 60 days prior to the date of such exercise (an
"Optional Reset Date") for such Note. Not later than 40 days
prior to such Optional Reset Date, the Paying Agent will mail to
the Holder of such Note a notice (the "Reset Notice"), first
class, postage prepaid, setting forth (i) the election of the
Company to reset the interest rate, (ii) such new interest rate
and (iii) the provisions, if any, for redemption during the period
from such Optional Reset Date to the next Optional Reset Date or,
if there is no such next Optional Reset Date, to the Stated
Maturity of such Note (each such period a "Subsequent Interest
Period"), including the date or dates on which or the period or
periods during which and the price or prices at which such
redemption may occur during such Subsequent Interest Period.
(b) Notwithstanding the foregoing, not later than 20
days prior to an Optional Reset Date for a Note, the Company may,
at its option, revoke the interest rate provided for in the Reset
Notice and establish a higher interest rate for the Subsequent
Interest Period commencing on such Optional Reset Date by mailing
or causing the Paying Agent to mail notice of such higher interest
rate, first class, postage prepaid, to the Holder of such Note.
Such notice shall be
7
irrevocable. All Notes with respect to which the interest rate
is reset on an Optional Reset Date will bear such higher
interest rate.
(c) If the Company elects to reset the interest rate,
the Holder of such Note will have the option to elect repayment of
such Note by the Company on any Optional Reset Date at a price
equal to the principal amount thereof plus any accrued interest to
but not including such Optional Reset Date. In order for a Note
to be so repaid on an Optional Reset Date, the Holder thereof must
follow the procedures set forth above for optional repayment,
except that the period for delivery of such Note or notification
to the Paying Agent shall be at least 25 but not more than 35 days
prior to such Optional Reset Date and except that a Holder who has
tendered a Note for repayment pursuant to a Reset Notice may, by
written notice to the Paying Agent, revoke any such tender for
repayment until the close of business on the tenth day prior to
such Optional Reset Date.
If so specified above, this Security may be renewed by the Holder of
the Security on an Interest Payment Date (specified above) occurring in or
prior to the twelfth month following the Original Issue Date (the "Initial
Maturity Date") in accordance with the procedures described below:
(a) On the Interest Payment Date occurring in the sixth
month (unless a different interval (the "Special Election
Interval") is specified above) prior to the Initial Maturity Date
(as specified above) of a Renewable Note (the "Initial Renewal
Date") and on the Interest Payment Date occurring in each sixth
month (or in the last month of each Special Election Interval)
after such Initial Renewal Date (each, together with the Initial
Renewal Date, a "Renewal Date"), the term of this Security may be
extended to the Interest Payment Date occurring in the twelfth
month (or, if a Special Election Interval is specified, the last
month in a period equal to twice the Special Election Interval)
after such Renewal Date, if the Holder of this Security elects to
extend the term of this Security or any portion hereof as provided
below. If the Holder of this Security does not elect to extend
the term of any portion of the principal amount of this Security
during the specified period prior to any Renewal Date, such
portion will become due and payable on the Interest Payment Date
occurring in the sixth month (or the last month in the Special
Election Interval) after such Renewal Date (the "New Maturity
Date").
(b) A Holder of this Security may elect to renew the
term of this Security, or if specified above, any portion thereof,
by delivering a notice to such effect to the Paying Agent not less
than 15 nor more than 30 days prior to such Renewal Date (unless
another period is specified above as the "Special Election
Period"). Such election will be irrevocable and will be binding
upon each subsequent Holder of this Security. An election to
renew the term of this Security may be exercised with respect to
less than the entire principal amount of this Security only if so
specified above and only in such principal amount, or any integral
multiple in excess thereof, as specified above. Notwithstanding
the
8
foregoing, the term of this Security may not be extended beyond
the Stated Maturity specified above.
(c) If the Holder of this Security does not elect to
renew this Security, the Holder hereof shall be required to elect
repayment of this Security by the Company on the New Maturity Date
at a price equal to the aggregate principal amount hereof
outstanding plus interest accrued to but not including such date.
In order to obtain such repayment, the Holder hereof must follow
the procedures set forth above for optional repayment.
If the Specified Currency is other than United States dollars and the
Holder has exercised its option (if any) to elect payment in United States
dollars, payment in respect of this Security shall be made in United States
dollars based on the highest indicated bid quotation for the purchase of
United States dollars for the Specified Currency obtained by the Currency
Determination Agent (as defined below) at approximately 11:00 A.M., New York
City time, on the second Business Day next preceding the applicable payment
date from the bank composite or multi-contributor pages of the Quoting Source
for three (or two if three are not available) major banks in The City of New
York. The first three (or two) such banks selected by the Currency
Determination Agent which are offering quotes on the Quoting Source will be
used. If fewer than two such bid quotations are available at 11.00 A.M., New
York City time, on the second Business Day next preceding the applicable
payment date, such payment will be based on the Market Exchange Rate (defined
below) as of the second Business Day next preceding the applicable payment
date. If the Market Exchange Rate for such date is not then available, such
payment will be made in the Specified Currency. As used herein, the "Quoting
Source" means Reuters Monitor Foreign Exchange Service, or if the Currency
Determination Agent determines that such service is not available, Telerate
Monitor Foreign Exchange service, or if the Currency Determination Agent
determines that neither service is available, such comparable display or
other comparable manner of obtaining quotations as shall be agreed between
the Company and the Currency Determination Agent. All currency exchange
costs associated with any payment in U.S. dollars on any such Note will be
borne by the Holder thereof by deductions from such payment. Unless otherwise
provided in the applicable Pricing Supplement, Bank of New York Trust Company
of Missouri will be the Currency Determination Agent (the "Currency
Determination Agent") with respect to the Notes.
If the Specified Currency is other than United States dollars and the
Holder has not elected to receive payments in United States dollars as
described above, payments of principal (and premium, if any) and interest on
any Security of this series will be made by wire transfer to an account
maintained by the Holder with a bank located in the country issuing the
Specified Currency (or, with respect to Securities denominated in ECUs,
Brussels) or other jurisdiction acceptable to the Company and the Trustee as
shall have been designated in writing at least 15 days prior to the Interest
Payment Date or Maturity, as the case may be, by the Holder of such Security
on the relevant Regular Record Date or at Maturity; PROVIDED, HOWEVER, that
with respect to payments of principal of (and premium, if any) and any
interest due at Maturity, this Security 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. Such designation shall be made by filing the
appropriate information with the Trustee at its Corporate Trust Office, and,
unless revoked, any such designation made with respect to any Security by a
registered Holder will remain in
9
effect with respect to any further payments with respect to such Security
payable to such Holder. If a payment with respect to any such Security
cannot be made by wire transfer because the required designation has not been
received by the Trustee on or before the requisite date or for any other
reason, a notice will be mailed to the Holder at its registered address
requesting a designation pursuant to which such wire transfer can be made
and, upon the Trustee's receipt of such a designation, such payment will be
made within 15 days of receipt. The Company will pay any administrative
costs imposed by banks in connection with making payments by wire transfer,
but any tax, assessment or governmental charge imposed upon payments will be
borne by the Holders of Securities in respect of which payments are made.
If payment on this Security is required to be made in a Specified
Currency other than United States dollars and such Specified Currency is
unavailable in the good faith judgment of the Company due to the imposition
of exchange controls or other circumstances beyond the Company's control,
then all payments due on that date with respect to this Security shall be
made in United States dollars at a rate determined by the Currency
Determination Agent on the basis of the noon buying rate for cable transfers
for such Specified Currency in The City of New York City certified for custom
purposes by the Federal Reserve Bank of New York (the "Market Exchange Rate")
on the last date such Specified Currency was available (the "Conversion
Date"). Any payment made under such circumstances in United States dollars
where the required payment is in other than United States dollars will not
constitute an Event of Default under the Indenture.
If payment on this Security is required to be made in a Specified
Currency other than United States dollars and there is an official
redenomination of a foreign currency (including an official redenomination of
a foreign currency that is a Composite Currency (as defined below)), the
obligations of the Company with respect to payments on Securities in such
Specified Currency shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
foreign currency representing the amount of such obligations immediately
before such redenomination.
If payment on this Security is required to be made in any currency
unit (E.G., ECUs) and such currency unit is unavailable in the good faith
judgment of the Company due to the imposition of exchange controls or other
circumstances beyond the Company's control, then all payments in respect of
this Security shall be made in United States dollars until such currency unit
is again available. The amount of each payment in United States dollars
shall be computed on the basis of the equivalent of the currency unit in
United States dollars, which, as of any date, shall be determined by the
Currency Determination Agent on the following basis. The component
currencies of the currency unit for this purpose (the "Component Currencies")
shall be the currency amounts that were components of the currency unit as of
the Conversion Date for such currency unit. The equivalent of the currency
unit in United States dollars shall be calculated by aggregating the United
States dollar equivalents of the Component Currencies. The United States
dollar equivalent of each of the Component Currencies shall be determined by
the Currency Determination Agent on the basis of the Market Exchange Rate for
each such Component Currency that is available as of the third Business Day
prior to the date on which the relevant payment is due and for each such
Component Currency that is unavailable, if any, as of the Conversion Date for
such Component Currency.
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If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of that currency as a
Component Currency shall be divided or multiplied in the same proportion. If
two or more Component Currencies are consolidated into a single currency, the
amounts of those currencies as Component Currencies shall be replaced by an
amount in such single currency equal to the sum of the amounts of the
consolidated Component Currencies expressed in such single currency. If any
Component Currency is divided into two or more currencies, the amount of the
original Component Currency shall be replaced by the amounts of such two or
more currencies, the sum of which shall be equal to the amount of the
original Component Currency.
All determinations referred to above made by the Currency
Determination Agent shall be at its sole discretion and shall, in the absence
of manifest error, be conclusive for all purposes and binding on Holders of
this Security.
If an Event of Default with respect to 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 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 a Discount Security and if an Event of Default
with respect to 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 sum of (i) the aggregate principal
amount of such Discounted Security multiplied by the Issue Price plus (ii)
the portion of the difference between the Issue Price and the principal
amount of such Discounted Security that has accrued at the Yield to Maturity
(computed in accordance with generally accepted United States bond yield
computation principles) to such date of declaration, but in no event shall
the Default Amount of a Discounted Security exceed its principal amount. Upon
payment (i) of the amount of principal so declared due and payable and (ii)
of interest on any overdue principal and overdue interest (in each case to
the extent that the payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal
of and interest, if any, on this Security shall terminate.
OTHER PROVISIONS:
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY
SET FORTH ON RIDER A, IF ANY, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
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 not less than 50% in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting, with certain exceptions as
therein provided, the Holders of not less than a majority in principal amount
of the Securities of each series at the time Outstanding,
11
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. 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 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.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the right of the Holder of this
Security, which is absolute and unconditional, to receive payment of 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.
The Indenture contains provisions, which apply to this Security, for
defeasance of (i) the entire indebtedness of this Security and (ii) certain
restrictive convenants, subject in either case to compliance by the Company
with conditions set forth in the Indenture, including that in the event of
defeasance pursuant to Section 10.1(A) of the Indenture holders of this
Security shall only be able to look to the trust fund established pursuant to
Section 10.1(A) for payment of principal of and premium, interest and
Additional Amounts, if any on this Security until Maturity.
As provided in the Indenture and subject to certain additional
limitations set forth therein and as may be set forth above, 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 any place where the principal of (and premium, if any) and interest on
this Security are payable, 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 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 interest coupons in denominations of (i) if denominated in United
States dollars, U.S. $1,000 and any integral multiple of U.S. $1,000 in
excess thereof or (ii) if denominated in a Specified Currency other than
United States dollars, the amount of such Specified Currency equivalent, at
the noon buying rate in The City of New York for cable transfers in such
Specified Currency, as certified for customs purposes by the Federal Reserve
Bank of New York, on the first Business Day in The City of New York and in
the country issuing such currency (or, in the case of ECUs, Brussels) next
preceding the Original Issue Date, to U.S. $1,000 (or such other minimum
denomination as may be allowed or required from time to time by any relevant
central bank or equivalent governmental body, however designated, or by any
laws or regulations applicable to the Securities or the relevant Specified
Currency) and any greater amount that is an integral multiple of 1,000 units
of such Specified Currency (in each case, an "Authorized Denomination"). The
Securities of this series may be issued, in whole or in part, in the form of
one or more global Securities and issued to The Depository Trust Company as
depositary for the global Securities of this series (the "Depositary") or its
nominee and registered in the name of the Depositary or such nominee. As
provided in the Indenture and subject to certain limitations set forth
therein and as may be set forth on the face hereof, Securities of this series
are exchangeable for a like aggregate
12
principal amount of Securities of this series of like tenor and like terms 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 presentation 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 is overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
The Indenture and the Securities endorsed thereon shall be governed by
and construed in accordance with the laws of the State of New York.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to above, directly or through an Authenticating Agent,
by manual signature of an authorized signatory, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
XXXX XXX CORPORATION
____________________________________
By:
Title: Vice President-Finance and
Treasurer
ATTEST:
____________________________________
By:
Title: Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated in, and issued under, the Indenture
described herein.
THE BANK OF NEW YORK
as Trustee
By: _________________________________________
Authorized Signatory
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OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE AT THE OPTION
OF THE HOLDER AND THE HOLDER ELECTS TO EXERCISE SUCH RIGHTS
The undersigned hereby irrevocably requests and instructs the Company
to repay the Security attached hereto (or portion thereof specified below)
pursuant to its terms at a price equal to 100% of the principal amount
thereof or, if such Security is a Discounted Security, the applicable
Repayment Price specified on the face thereof (expressed as a percentage of
the principal amount of the Security) together in the case of any such
repayment with interest to but not including the Repayment Date, to the
undersigned, at ___________________________________________.
For the Security to be repaid at the option of the Holder, the Paying
Agent must receive at its Corporate Trust Office, at least 30 days but not
more than 60 days prior to the Repayment Date on which the Security is to be
repaid, (i) the Security together with this "Option to Elect Repayment" form
duly completed or (ii) a telegram, telex, facsimile transmission or a letter
from a member of a national securities exchange, or the National Association
of Securities Dealers, Inc. or a commercial bank or trust company in the
United States setting forth the name of the Holder of the Security, the
principal amount of the Security, the principal amount of the Security to be
repaid, the certificate number or a description of the tenor and terms of the
Security, a statement that the option to elect repayment is being exercised
thereby and a guarantee that the Security, together with this duly completed
form entitled "Option to Elect Repayment", will be received by the Paying
Agent not later than the fifth Business Day after the date of such telegram,
telex, facsimile transmission or letter, PROVIDED, HOWEVER, that such
telegram, telex, facsimile transmission or letter shall only be effective if
the Security with such form duly completed are received by the Paying Agent
by such fifth Business Day.
If less than the entire principal amount of the attached Security is
to be repaid, specify the portion thereof which the Holder elects to have
repaid: __________________ and specify the denomination or denominations
(which shall be an Authorized Denomination) of the Security or Securities to
be issued to the Holder for the portion of the within Security not being
repaid (in the absence of any specification, one such Security will be issued
for the portion not being repaid): _______________________________.
Dated: ___________________________ ___________________________________
NOTICE: The signature to this Option
to Elect Repayment must correspond
with the name as written upon the
face of the within instrument in
every particular, without alteration
or enlargement or any change
whatsoever.
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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.
16
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
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, hereby
irrevocably constituting and appointing _________________________________
____________________________________________________________________________
attorney to transfer said Security on the books of the Company, with full power
of substitution in the premises.
DATED:_________________________ __________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within instrument in
every particular, without alteration or
enlargement or any change whatsoever.
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