Exhibit 10.2
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Series 1, No. __ $__________
LIBERTY FINANCIAL COMPANIES, INC.
PROMISSORY NOTE
Liberty Financial Companies, Inc., a Massachusetts corporation (hereinafter
called the "Company", which term includes any successor corporation under the
Loan Agreement referred to below), for value received, hereby promises to pay to
__________, or registered assigns, the principal sum of ___________ DOLLARS
($___________) on September 28, ____, and to pay interest thereon from September
28, 2000 or from the most recent interest payment date to which interest has
been paid, payable semiannually on March 31 and September 30 in each year (each,
an "Interest Payment Date"), commencing March 31, 2001, at the Interest Rate
referred to below, until the principal hereof is paid. Interest on this Note
shall be calculated on the basis of a 360-day year of twelve 30-day months. If
any Interest Payment Date or maturity date falls on a day that is not a Business
Day, the required payment shall be made on the next Business Day as if it were
made on the date such payment was due and no interest shall accrue on the amount
so payable for the period from and after such Interest Payment Date or maturity
date, as the case may be, to such next Business Day. The interest so payable and
punctually paid on any Interest Payment Date will, as provided in such Loan
Agreement, be paid to the Person in whose name this Note (or one or more
predecessor securities) is registered, at the close of business on the regular
record date for such interest, which shall be March 1 or September 1 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest which is payable, but is not punctually paid, on any
Interest Payment Date shall forthwith cease to be payable to the registered
Holder hereof on the relevant regular record date by virtue of having been such
Holder, and may be paid to the Person in whose name this Note (or one or more
predecessor securities) is registered at the close of business on a subsequent
special record date (which shall be at least ten days before the payment date)
for the payment of such defaulted interest to be fixed by the Company, notice
whereof shall be given to the Holders of Notes of this series not less than 15
days prior to such Special Record Date.
Payment of the principal of and interest on this Note will be made at the office
of the Company maintained for that purpose in Boston, Massachusetts in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that, at the
option of the Company, interest may be paid by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register, or payment to such Person may be made by wire transfer to the account
designated by such Person in writing.
This Note is one of a duly authorized issue of securities of the Company (herein
called the "Notes") issued and to be issued in one or more series under a Loan
Agreement, dated as of September 28, 2000 (herein called, together with all loan
agreements supplemental thereto, the "Loan Agreement), between the Company and
Liberty Mutual Insurance Company, as Agent (herein called the "Agent", which
term includes any successor agent under the Loan Agreement), to which Loan
Agreement and all loan agreements supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the
Agent and the Holders of the Notes. This Note is one of a series, limited
(subject to exceptions provided in the Loan Agreement) to an aggregate principal
amount of $200,000,000.00.
THE INTEREST RATE APPLICABLE TO THIS NOTE SHALL BE ____% PER ANNUM (THE
"INTEREST RATE").
If an Event of Default with respect to the Notes 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 Loan Agreement.
The Loan Agreement contains provisions permitting, 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 issued under the Loan Agreement at any time by the Company and the
Agent with the written consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding of each
series affected thereby. The Loan Agreement further provides that without the
consent of any Holder the Company and the Agent may amend or supplement the Loan
Agreement or the Notes to, among other things, cure any ambiguity, defect or
inconsistency, provided that no such action shall adversely affect the interest
of the Holders. The Loan Agreement also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the Securities
of any series at the time outstanding, on behalf of the Holders of all
Securities of such series, or the Holders of at least a majority in principal
amount of all the Outstanding Securities voting as one class, to waive
compliance by the Company with certain provisions of the Loan Agreement and
certain past defaults under the Loan Agreement 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 of any Notes
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
Note.
This Note is not redeemable by the Company prior to maturity and is not subject
to any sinking fund.
No reference herein to the Loan Agreement and no provision of this Note or of
the Loan Agreement 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 and in the
Loan Agreement prescribed.
As provided in the Loan Agreement and subject to certain limitations set forth
therein and in this Note, the transfer of this Note may be registered on the
Security Register upon surrender of this Note for registration of transfer at
the office of the Company, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company duly executed by, the
Holder hereof or by his attorney duly authorized in writing, and thereupon one
or more new Notes of this series and of like tenor, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Notes are issuable only in registered form without coupons. As provided in
the Loan Agreement, and subject to certain limitations set forth in the Loan
Agreement and in this Note, the Notes are exchangeable for a like
aggregate principal amount of Notes of this series in authorized denominations,
as requested by the Holders surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange.
Prior to due presentment of this Note for registration of transfer, the Company
and the Agent may treat the Person in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company nor the Agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of, or the interest
on, this Note or for any claim based hereon or otherwise in any manner in
respect hereof, or in respect of the Loan Agreement, against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitutional provision or statute or rule of law, or by the enforcement of any
assessment or penalty or in any other manner, all such liability being expressly
waived and released by the acceptance hereof and as part of the consideration
for the issue hereof.
This Note shall have the effect of an instrument executed under seal and shall
be governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts applicable to agreements and instruments made and to be performed
wholly within such Commonwealth.
All terms used in this Note without definition that are defined in the Loan
Agreement shall have the meanings assigned to them in the Loan Agreement.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
LIBERTY FINANCIAL COMPANIES, INC.
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Name:
Title:
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Name:
Title:
Dated: September 28, 2000
