[FACE OF NOTE]
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
THE COMPANY AGREES, AND THE HOLDER OF THIS NOTE, BY ACCEPTING THIS NOTE, AGREES,
THAT THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED IN RIGHT OF
PAYMENT, TO THE EXTENT AND IN THE MANNER PROVIDED IN ARTICLE SIXTEEN OF THE
INDENTURE GOVERNING THIS NOTE, TO THE PRIOR PAYMENT IN FULL OF ALL SENIOR DEBT
(AS DEFINED IN SUCH INDENTURE) AND THAT THE SUBORDINATION IS FOR THE BENEFIT OF
THE HOLDERS OF SENIOR DEBT.
REGISTERED CUSIP No. PRINCIPAL AMOUNT
No. FXR - _________________ _________ ___________________
XXXXXXXXXX REALTY INVESTORS
SUBORDINATED MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: % STATED MATURITY
DATE:
-----
INTEREST PAYMENT DATE(S): RECORD DATE(S): DEFAULT RATE:
---------------- --------------
[ ]and [ ]and
[ ] Other: [ ] Other:
------------
REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
COMMENCEMENT PERCENTAGE: PERCENTAGE REDUCTION:
DATE:
OPTIONAL REPAYMENT
DATE(S):
[ ] Check if an Original Issue
Discount Note Issue Price: %
SPECIFIED CURRENCY:
[ ] U.S. dollars
[ ] Other
EXCHANGE RATE AGENT:
AUTHORIZED DENOMINATION:
[ ] $1,000 and integral multiples thereof
[ ] Other:
ADDENDUM ATTACHED
[ ] Yes
[ ] No
OTHER/ADDITIONAL PROVISIONS:
XXXXXXXXXX REALTY INVESTORS (the "Company," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to, or registered assigns, the principal sum of
$, on the Stated Maturity Date specified above (or any Redemption Date or
Repayment Date, each as defined on the reverse hereof) (each such Stated
Maturity Date, Redemption Date or Repayment Date being hereinafter referred to
as the "Maturity Date" with respect to the principal repayable on such date) and
to pay interest thereon, at the Interest Rate per annum specified above, until
the principal hereof is paid or duly made available for payment, and (to the
extent that the payment of such interest shall be legally enforceable) at the
Default Rate per annum specified above on any overdue principal, premium and/or
interest. The Company will pay interest in arrears on each Interest Payment
Date, if any, specified above (each, an "Interest Payment Date"), commencing
with the first Interest Payment Date next succeeding the Original Issue Date
specified above, and on the Maturity Date; provided, however, that if the
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Original Issue Date occurs between a Regular Record Date (as defined below) and
the next succeeding Interest Payment Date, interest payments will commence on
the second Interest Payment Date next succeeding the Original Issue Date to the
Holder of this Note on the Regular Record Date with respect to such second
Interest Payment Date. Interest on this Note will be computed on the basis of a
360-day year of twelve 30-day months.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions."
Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for with respect to this Note) to, but excluding, the
applicable Interest Payment Date or the Maturity Date, as the case may be (each,
an "Interest Period"). The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the March 1 and
September 1 next preceding the March 15 and September 15 (whether or not a
Market Day, as defined below) Interest Payment Dates (the "Regular Record
Date"); provided, however, that interest payable on the Maturity Date will be
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payable to the person to whom the principal hereof and premium, if any, hereon
shall be payable. Any such interest not so punctually paid or duly provided for
on any Interest Payment Date with respect to this Note ("Defaulted Interest")
will forthwith cease to be payable to the Holder on the Regular Record Date, and
shall be paid to the person in whose name this Note is registered at the close
of business on a special record date (the "Special Record Date") for the payment
of such Defaulted Interest to be fixed by the Trustee hereinafter referred to,
notice whereof shall be given to the Holder of this Note by the Trustee not less
than 10 calendar days prior to such Special Record Date, or shall be paid at any
time in any other lawful manner, all as more completely described in the
Indenture applicable to this Note.
"Business Day," as used herein for any particular location, means each
Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in such location are authorized or obligated by law or
executive order to close.
Payment of principal of (and premium, if any) and any interest in respect
of this Note due on the Maturity Date to be made in U.S. dollars will be made in
immediately available funds upon presentation and surrender of this Note (and,
with respect to any applicable repayment of this Note, a duly completed election
form as contemplated on the reverse hereof) at the Paying Agent Office as the
Company may determine; provided, however, that if such payment is to be made in
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a Specified Currency other than U.S. dollars as set forth below, such payment
will be made by wire transfer of immediately available funds to an account with
a bank located in the Principal Financial Center of the country issuing the
Specified Currency (or, for Notes denominated in European Currency Units
("ECUs"), to an ECU account) or other jurisdiction acceptable to the Company and
the Paying Agent as shall have been designated by the Holder hereof at least
five Business Days prior to the Maturity Date, provided that such bank has
appropriate facilities therefor and that this Note (and, if applicable, a duly
completed election form) is presented and surrendered at the aforementioned
Paying Agent Office 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 Paying Agent at the Paying Agent
Office in the City of New York, and, unless revoked, any such designation made
with respect to this Note by its registered Holder will remain in effect with
respect to any further payments with respect to this Note payable to its Holder.
If a payment with respect to this Note cannot be made by wire transfer because
the required designation has not been received by the Paying Agent on or before
the requisite date or for any other reason, a notice will be mailed to the
Holder of this Note at its registered address requesting a designation pursuant
to which such wire transfer can be made and, upon the Paying Agent's receipt of
such a designation, such payment will be made within five Business Days of such
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 Holder of this
Note.
Payments of interest due on any Interest Payment Date other than the
Maturity Date to be made in U.S. dollars will be made by check mailed to the
address of the person entitled thereto as such address shall appear in the
Security Register maintained at the Payment Agent Office; provided, however,
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that a Holder of U.S. $10,000,000 (or, if the Specified Currency specified above
is other than U.S. dollars, the equivalent thereof in the Specified Currency) or
more in aggregate principal amount of Notes (whether having identical or
different terms and provisions) will be entitled to receive interest payments on
such Interest Payment Date by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing by the
Paying Agent not less than five calendar days prior to such Interest Payment
Date. Any such wire transfer instructions received by the Paying Agent shall
remain in effect until revoked by such Xxxxxx.
If any Interest Payment Date or the Maturity Date falls on a day that is
not a Market Day (as defined below), the required payment of principal, premium,
if any, and/or interest 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 the date
such payment was due, and no interest shall accrue with respect to such payment
for the period from and after such Interest Payment Date or the Maturity Date,
as the case may be, to the date of such payment on the next succeeding Market
Day.
As used herein "Market Day" means:
(a) for any Note other than a Note the repayment in respect of which is to
be made in a Specified Currency other than U.S. dollars, any Business Day in the
City of New York;
(b) for a Note the payment in respect of which is to be made in a Specified
Currency other than U.S. dollars, any Business Day in the Principal Financial
Center (as defined below) of the country issuing such Specified Currency which
is also a Business Day in the City of New York; and
(c) for a Note the payment in respect of which is to be made in ECUs, any
Business Day in the City of New York that is also not a day that appears as an
ECU non-settlement day on the display designated as "ISDE" on the Reuters
Monitor Money Rates Service (or a day so designated by the ECU Banking
Association) or, if the ECU non-settlement days do not appear on that page (and
are not so designated), is not a day on which payments in ECUs cannot be settled
in the international interbank market).
"Principal Financial Center" means the capital city of the country issuing
the Specified Currency in respect of which payment on the Notes is to be made,
except that with respect to U.S. dollars, Australian dollars, German marks,
Dutch guilders, Italian lire, Swiss francs and ECUs, the Principal Financial
Center shall be the City of New York, Sydney, Frankfurt, Amsterdam, Milan,
Zurich and Luxembourg, respectively.
The Company is obligated to make payment of principal, premium, if any, and
interest in respect of this Note in the Specified Currency (or, if the Specified
Currency is not at the time of such payment legal tender for the payment of
public and private debts, in such other coin or currency of the country which
issued the Specified Currency as at the time of such payment is legal tender for
the payment of such debts). If the Specified Currency is other than U.S.
dollars, any such amounts so payable by the Company will be converted by the
Exchange Rate Agent specified above into U.S. dollars for payment to the Holder
of this Note; provided, however, that the Holder of this Note may elect to
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receive such amounts in the Specified Currency pursuant to the provisions set
forth below.
Payments of principal of (and premium, if any) and interest on any Note
denominated in a Specified Currency other than U.S. dollars (a "Foreign Currency
Note") will be made in U.S. dollars if the registered Holder of such Note on the
relevant Regular Record Date, or at maturity, as the case may be, has
transmitted a written request for such payment in U.S. dollars to the Paying
Agent at the Paying Agent Office in the City of New York on or before such
Regular Record Date, or the date 15 days before maturity, as the case may be.
Such request may be in writing (mailed or hand delivered) or sent by cable,
telex, or other form of facsimile transmission. Any such request made for any
Note by a registered Holder will remain in effect for any further payments of
principal of (and premium, if any) and interest on such Note payable to such
Holder, unless such request is revoked on or before the relevant Regular Record
Date or the date 15 days before maturity, as the case may be. Holders of Notes
denominated in a Specified Currency other than U.S. dollars that are registered
in the name of a broker or nominee should contact such broker or nominee to
determine whether and how to elect to receive payments in U.S. dollars.
The U.S. dollar amount to be received by a Holder of a Foreign Currency
Note who elects to receive payment in U.S. dollars will be based on the highest
bid quotation in the City of New York received by the Exchange Rate Agent as of
11:00 a.m., New York City time, on the second Market Day next preceding the
applicable payment date from three recognized foreign exchange dealers (one of
which may be the Exchange Rate Agent) for the purchase by the quoting dealer of
the Specified Currency for U.S. dollars for settlement on such payment date in
the aggregate amount of the Specified Currency payable to all Holders of Notes
electing to receive U.S. dollar payments and at which the applicable dealer
commits to execute a contract. If three such bid quotations are not available
on the second Market Day preceding the date of payment of principal (and
premium, if any) or interest for any Note, such payment will be made in the
Specified Currency. 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.
A Holder of a Foreign Currency Note may elect to receive payment of the
principal of and premium, if any, and interest on such Note in the Specified
Currency by submitting a written request for such payment to the Trustee at its
Corporate Trust Office in the City of New York on or prior to the applicable
record date or at least 15 calendar days prior to the Maturity Date, as the case
may be. Such written request may be mailed or hand-delivered or sent by cable,
telex or other form of facsimile transmission. A Holder of a Foreign Currency
Note may elect to receive payment in the applicable Specified Currency for all
such principal, 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 Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the applicable Record
Date or at least 15 calendar days prior to the Maturity Date, as the case may
be. Holders of Foreign Currency Notes whose Notes are to be held in the name
of a broker or nominee should contact such broker or nominee to determine
whether and how an election to receive payments in the applicable Specified
Currency may be made.
If the principal of (and premium, if any) or interest on any Note is
payable in other than U.S. dollars and such Specified Currency (other than ECUs)
is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled to
satisfy its obligations to the Holder of such Note by making such payment
(including any such payment at maturity) in U.S. dollars on the basis of the
most recently available Exchange Rate. If the principal of (and premium, if
any) and interest on any Note is payable in ECUs, and the ECU is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Company or the ECU is used neither as the unit of account of the
European Communities nor as the currency of the European Union, the Company will
be entitled to satisfy its obligations to the Holder of such Note by making such
payment (including any such payment at maturity) in a component currency of the
ECU chosen by the Exchange Rate Agent.
Any U.S. dollar amount to be received by a Holder of a Foreign Currency
Note will be based on the highest bid quotation in the City of New York received
by the Exchange Rate Agent at approximately 11:00 A.M. New York City time, on
the second Market Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent)
selected by the Exchange Rate Agent and approved by the Company for the quoting
dealer of the Specified Currency for U.S. dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all Holders of
Foreign Currency Notes scheduled to receive U.S. dollar payments and at which
the applicable dealer commits to execute a contract. All currency exchange
costs will be borne by the Holder of such Foreign Currency Note by deductions
from such payments. If three such bid quotations are not available, payments
will be made in the Specified Currency.
If the applicable Specified Currency is not available for the payment of
the principal, premium, if any, or interest with respect to a Foreign Currency
Note due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of such Foreign Currency Note by making such payment
in U.S. dollars on the basis of the Market Exchange Rate on the second Market
Day prior to such payment or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate or
as otherwise specified in the applicable Pricing Supplement. The "Market
Exchange Rate" for a Specified Currency other than U.S. dollars means the noon
dollar buying rate in the City of New York for the cable transfer for such
Specified Currency as certified for customs purposes by (or if not so certified,
as otherwise determined by) the Federal Reserve Bank of New York.
If payment in respect of a Foreign Currency Note is required to be made in
any currency unit (e.g., ECU), and such currency unit is unavailable due to the
imposition of exchange controls or other circumstances beyond the Company's
control, then the Company will be entitled, but not required, to make any
payments in respect of such Note in U.S. dollars until such currency unit is
again available. The amount of each payment in U.S. dollars shall be computed
on the basis of the equivalent of the currency unit in U.S. dollars, which shall
be determined by the Company or its agent on the following basis. The component
currencies of the currency unit for this purpose (collectively, the "Component
Currencies" and each, a "Component Currency") shall be the currency amounts that
were components of the currency unit as of the last day on which the currency
unit was used. The equivalent of the currency unit in U.S. dollars shall be
calculated by aggregating the U.S. dollar equivalent of the Component
Currencies. The U.S. dollar equivalent of each of the Component Currencies
shall be determined by the Company or its agent on the basis of the most
recently available Market Exchange Rate for each such Component Currency.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the 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 Exchange Rate Agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified above, in the Addendum hereto, which
further provisions shall have the same force and effect as if set forth on the
face hereof.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Xxxxxxxxxx Realty Investors has caused this Note to be
executed.
XXXXXXXXXX REALTY INVESTORS
By:
Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION:
This is one of the Notes of the series
designated therein referred to in the
within-mentioned Indenture.
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, as Trustee
By:
Authorized Signatory
[REVERSE OF NOTE]
XXXXXXXXXX REALTY INVESTORS
SUBORDINATED MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
This Note is one of a duly authorized series of Debt Securities (the "Debt
Securities") of the Company issued and to be issued under an Indenture, dated as
of May 1, 1995, as amended, modified or supplemented from time to time (the
"Indenture"), between the Company and Chase Bank of Texas, National Association,
as Trustee (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 Debt Securities, and of the terms upon which the Debt Securities are, and
are to be, authenticated and delivered. This Note is one of the series of debt
securities designated as "Medium-Term Notes, Series A Due 9 Months or more from
Date of Issue" (the "Notes"). All terms used but not defined in this Note
specified on the face hereof or in an Addendum hereto shall have the meanings
assigned to such terms in the Indenture.
This Note is issuable only in registered form without coupons. Notes
denominated in U.S. dollars will be initially issued in denominations of $1,000
and integral multiples thereof, and Notes denominated in other than U.S. dollars
will be initially issued in denominations of the amount of the Specified
Currency for such Note equivalent, at the noon buying rate for cable transfers
in the City of New York for such Specified Currency (the "Exchange Rate") on the
first Market Day next preceding the date on which the Company accepts the offer
to purchase such Note, to $1,000 and integral multiples thereof (or the
equivalent thereof in the Specified Currency for such Note). Interest rates
offered by the Company with respect to a Note may differ depending upon, among
other things, the aggregate principal amount of the Notes purchased in any
single transaction.
This Note will not be subject to any sinking fund and, unless otherwise
provided on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.
This Note will be subject to redemption at the option of the Company on any
date on and after the Redemption Commencement Date, if any, specified on the
face hereof, in whole or from time to time in part in increments of U.S. $1,000
or the minimum authorized denomination (provided that any remaining principal
amount hereof shall be at least U.S. $1,000 or such minimum authorized
denomination), at the Redemption Price (as defined below), together with unpaid
interest accrued thereon to the date fixed for redemption (each, a "Redemption
Date"), on notice given no more than 60 nor less than 30 calendar days prior to
the Redemption Date and in accordance with the provisions of the Indenture. The
"Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage shall decline at each
anniversary of the Redemption Commencement Date by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof until the Redemption
Price is 100% of unpaid principal amount to be redeemed. In the event of
redemption of the Note in part only, a new Note of like tenor for the unredeemed
portion hereof and otherwise having the same terms as this Note shall be issued
in the name of the Holder hereof upon the presentation and surrender hereof.
This Note will be subject to repayment by the Company at the option of the
Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or in part in increments of U.S. $1,000 or the minimum
authorized denomination (provided that any remaining principal amount hereof
shall be a minimum authorized denomination), at a repayment price equal to 100%
of the unpaid principal amount to be repaid, together with unpaid interest
accrued thereon to the date fixed for repayment (each, a "Repayment Date"). For
this Note to be repaid, this Note must be received, together with the form
herein entitled "Option to Elect Repayment" duly completed, by the Trustee at
its corporate trust office not more than 60 nor less than 30 calendar days prior
to the Repayment Date. Exercise of such repayment option by the Holder hereof
will be irrevocable. In the event of repayment of this Note in part only, a new
Note of like tenor for the unrepaid portion hereof and otherwise having the same
terms as this Note shall be issued in the name of the Holder hereof upon the
presentation and surrender hereof.
If this Note is an Original Issue Discount Note as specified on the face
hereof, the amount payable to the Holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to (i) the
Amortized Face Amount (as defined below) as of the date of such event, plus (ii)
with respect to any redemption, the Initial Redemption Percentage (as adjusted
by the Annual Redemption Percentage Reduction, if any) minus 100% multiplied by
the Issue Price specified on the face hereof, net of any portion of such Issue
Price which has been paid prior to the Redemption Date, or the portion of the
Issue Price (or the net amount) proportionate to the portion of the unpaid
principal amount to be redeemed, plus (iii) any accrued interest to the date of
such event the payment of which would constitute qualified stated interest
payments within the meaning of Treasury Regulation 1.1273-1(c) under the
Internal Revenue Code of 1986, as amended (the "Code"). The "Amortized Face
Amount" shall mean an amount equal to (i) the Issue Price plus (ii) the
aggregate portions of the original issue discount (the excess of the amounts
considered as part of the "stated redemption price at maturity" of this Note
within the meaning of Section 1273(a)(2) of the Code, whether denominated as
principal or interest, over the Issue Price) which shall theretofore have
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the Original Issue Date to the date of
determination, minus (iii) any amount considered as part of the "stated
redemption price at maturity" of this Note which has been paid from the Original
Issue Date to the date of determination.
If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.
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 Debt Securities at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority of the aggregate principal amount of all Debt Securities at the time
outstanding and affected thereby. The Indenture also contains provisions
permitting the Holders of not less than a majority of the aggregate principal
amount of the outstanding Debt Securities, on behalf of the Holders of all such
Debt Securities, to waive compliance by the Company with certain provisions of
the Indenture. Furthermore, provisions in the Indenture permit the Holders of
not less than a majority of the aggregate principal amount of the outstanding
Debt Securities, in certain instances, to waive, on behalf of all of the Holders
of Debt Securities of such series, certain past defaults under the Indenture and
their consequences. 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 other Notes issued upon the registration of transfer hereof or in
exchange heretofore or in lieu hereof, whether or not notation of such consent
or waiver is made upon the 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 principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principal hereof
and any premium or interest hereon are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by the Holder hereof or by his attorney duly authorized in
writing, and thereupon one or more new Notes, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the Holder hereof surrendering the
same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder in whose name this Note is registered as the owner thereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and 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 entirely in such State.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Note, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT -as tenants by the entireties (Cust)
(Minor)
JT TEN -as joint tenants with rights of under Uniform
Gifts to Minors
survivorship and not as tenants in common Act
(State)
Additional abbreviations may also be used though not in the above list.
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 Note and all rights thereunder hereby irrevocably constituting and
appointing
Attorney
to transfer said Note on the books of the Trustee, with full power of
substitution in the premises.
Date:
Notice: The signature(s) on this assignment must correspond with the name(s) as
written upon the face of the within Note in every particular, without alteration
or enlargement or any change whatsoever.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued hereon to the Repayment Date, to the undersigned, at
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its corporate trust
office, not more than 60 nor less than 30 calendar days prior to the Repayment
Date, this Note with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S. $1,000 (or, if the
Specified Currency is other than U.S. dollars, the minimum authorized
denomination specified on the face hereof)) which the Holder elects to have
repaid and specify the denomination or denominations (which shall be an
authorized Denomination) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
Principal Amount
to be Repaid: $
Notice: The signature(s) on this Option to Elect Repayment must
Date: correspond with the name(s) as written upon the face of the
within Note in every particular, without alteration or enlargement or any change
whatsoever.
This paragraph applies to Global Securities only.
