EXHIBIT 4.13
If the registered owner of this Note is The Depository Trust Company or a
nominee thereof, this Note is a Global Security and the following legends are
applicable. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO
A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY
OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of DTC (and any payment is made to Cede & Co. or
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.
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN OBLIGATION OF OR
GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF CIT GROUP INC. AND IS NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.
CIT GROUP INC.
CIT INTERNOTE
REGISTERED
NUMBER ____________ CUSIP _________________
PRINCIPAL AMOUNT: $_________________
ISSUE DATE: _________________
MATURITY DATE: ________________
ISSUE PRICE (expressed as a percentage aggregate principal amount): __________%
INTEREST RATE BASIS: ______________
SPREAD or SPREAD MULTIPLIER: ______________
INITIAL INTEREST RATE: _______________
INDEX MATURITY: _______________
INTEREST RATE CALCULATION: ____________________
CALCULATION AGENT: ______________________
1
INTEREST PAYMENT FREQUENCY (check applicable): [ ] Monthly [ ] Quarterly
[ ] Semi-annual [ ] Annual
INTEREST RESET DATES: ______________________________
INTEREST DETERMINATION DATES: __________________________
INTEREST RATE CUT-OFF DATE: __________________________
REDEMPTION RIGHT: [ ] Yes (If yes, the Corporation has the right to redeem this
Note on any Interest Payment Date after __________________)
REPAYMENT RIGHT: [ ] Yes (If yes, the holder of this Note has the right to the
repayment of this Note on any Interest Payment Date after __________________)
SURVIVOR'S OPTION: [ ] Yes (If yes, the attached Survivor's Option Rider is
incorporated into this Note)
MINIMUM DENOMINATIONS: $_______________________________ (if other than $1,000)
CIT Group Inc., a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Corporation," which term includes any
successor corporation under the Indenture referred to on the reverse hereof),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the Principal Amount on the Maturity Date, and to pay interest, until the
Principal Amount is paid, thereon from and including the Issue Date or, in the
case of a Note 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, at a rate equal to the Initial Interest Rate until the
first Interest Reset Date following the Issue Date and thereafter at a rate per
annum determined in accordance with the provisions set forth below under the
heading ["Determination of Interest Rate Per Annum for LIBOR-Telerate Notes"]
["Determination of Interest Rate Per Annum for LIBOR-Reuters Notes"]
["Determination of Interest Rate Per Annum for Federal Funds Rate Notes"]
["Determination of Interest Rate Per Annum for Treasury Rate Notes"]
["Determination of Interest Rate Per Annum for Prime Rate Notes"].
The Interest Payment Dates for a Note that provides for monthly interest
payments shall be the fifteenth day of each calendar month, commencing in the
calendar month that next succeeds the month of the Issue Date; in the case of a
Note that provides for quarterly interest payments, the Interest Payment Dates
shall be the fifteenth day of each third month, commencing in the third
succeeding calendar month following the month of the Issue Date; in the case of
a Note that provides for semi-annual interest payments, the Interest Payment
dates shall be the fifteenth day of each sixth month, commencing in the sixth
succeeding calendar month following the month of the Issue Date; and in the case
of a Note that provides for annual interest payments, the Interest Payment Date
shall be the fifteenth day of every twelfth month, commencing in the twelfth
succeeding calendar month following the month of the Issue Date. If any Interest
Payment Date, other than an Interest Payment Date occurring on the Maturity
Date, would otherwise fall on a day that is not a Business Day, such Interest
Payment Date will be the following day that is a Business Day, except that in
the case of LIBOR-Telerate Notes or LIBOR-Reuters Notes (collectively, the
"LIBOR Notes"), if such Business Day is in the next
2
succeeding calendar month, such Interest Payment Date will be the immediately
preceding Business Day. If the Maturity Date falls on a day that is not a
Business Day, principal or interest payable with respect to such Maturity Date
will be paid on the next succeeding Business Day. If the Maturity Date or an
Interest Payment Date falls on a day which is not a Business Day, principal or
interest paid on the next succeeding Business Day will be with the same force
and effect as if made on such Maturity Date or Interest Payment Date, as the
case may be, and no additional interest shall accrue for the period from and
after such Maturity Date or Interest Payment Date. As used herein, the term
"Business Day" means any day, other than a Saturday or Sunday, that is neither a
legal holiday nor a day on which commercial banks are authorized or required by
law, regulation or executive order to close in The City of New York.
Interest payments will be in the amount of interest accrued from, and
including, the next preceding Interest Payment Date in respect of which interest
has been paid or duly provided for or, if no interest has been paid, from the
Issue Date specified above, to, but excluding, the Interest Payment Date or
Maturity Date, as the case may be. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, 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 Regular Record
Date for such interest, which shall be the close of business on the first day of
the calendar month in which the Interest Payment Date occurs, whether or not
such date shall be a Business Day; provided, however, that the Regular Record
Date for the final Interest Payment Date is the Maturity Date. Any such interest
not so punctually paid or duly provided for shall be payable as provided in the
Indenture.
The Interest Rate determined with respect to any Interest Determination
Date for this Note will become effective on and as of the next succeeding
Interest Reset Date; provided, however, that the Interest Rate in effect with
respect to this Note from the Issue Date specified above to the first Interest
Reset Date will be the "Initial Interest Rate" set forth above and the Interest
Rate in effect for each day following the Rate Cut-Off Date to but excluding the
next succeeding Interest Payment Date will be the rate in effect on the Rate
Cut-Off Date. Such interest rate shall be applicable from and including the
Interest Reset Date to which it relates to but not including the next succeeding
Interest Reset Date or until the Interest Payment Date. Subject to applicable
provisions of law and except as specified herein, on each Interest Reset Date,
the rate of interest on this Note shall be the rate determined on the Interest
Determination Date pertaining to such Interest Reset Date in accordance with the
provisions of the applicable heading below.
Subject to applicable provisions of law and except as specified herein, the
Interest Rate determined with respect to any Interest Determination Date for
this Note will be determined by the Calculation Agent in accordance with the
provisions below.
"Calculation date" means the earlier of (i) the fifth Business Day after
each Interest Determination Date, or (ii) the Business Day immediately preceding
the applicable Interest Payment Date.
3
Determination of Interest Rate Per Annum for LIBOR-Telerate Notes. If the
Interest Rate Basis specified on the face hereof is LIBOR-Telerate, the Interest
Rate will be equal to the then applicable LIBOR-Telerate, as adjusted as
specified above under "Interest Rate Calculation."
"LIBOR-Telerate" means, with respect to any Interest Determination Date,
the rate for deposits in U.S. dollars having the Index Maturity specified above
which appears on the Telerate Page 3750 (as defined below) as of 11:00 a.m.,
London time, on such Interest Determination Date; provided, that if on any
Interest Determination Date the rate for deposits in U.S. dollars having the
Index Maturity specified above does not appear on the Telerate Page 3750,
LIBOR-Telerate will be determined on the basis of the rates at which deposits in
U.S. dollars are offered by four major banks in the London interbank market
selected by the Calculation Agent at approximately 11:00 a.m., London time, on
such Interest Determination Date to prime banks in the London interbank market
having the Index Maturity specified above and in a principal amount equal to an
amount that is representative for a single transaction in such market at such
time. The Calculation Agent will request the principal London office of each of
such banks to provide a quotation of its rate. If at least two such quotations
are provided, the rate in respect of such Interest Determination Date will be
the arithmetic mean of the quotations. If fewer than two quotations are
provided, LIBOR-Telerate in respect of such Interest Determination Date will be
the arithmetic mean of the rates quoted by three major banks in The City of New
York, selected by the Calculation Agent, at approximately 3:00 p.m., New York
City time, on such Interest Determination Date for loans in U.S. dollars to
leading European banks, having the Index Maturity specified above and in a
principal amount equal to an amount that is representative for a single
transaction in such market at such time; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are not quoting as described in
this sentence, the Interest Rate will be the Interest Rate in effect on such
Interest Determination Date.
"Telerate Page 3750" means the display page designated as page 3750 on the
[Bridge Telerate, Inc.] service (or any successor service, or such other page as
may replace page 3750 on that service or any successor service for the purpose
of displaying London interbank offered rates).
Determination of Interest Rate Per Annum for LIBOR-Reuters Notes. If the
Interest Rate Basis specified on the face hereof is LIBOR-Reuters, the Interest
Rate will be equal to the then applicable LIBOR-Reuters, as adjusted as
specified above under "Interest Rate Calculation."
"LIBOR-Reuters" means, with respect to any Interest Determination Date, the
arithmetic mean of the offered rates for deposits in U.S. dollars having the
Index Maturity specified above which appear on the Reuters Screen LIBO Page (as
defined below) as of 11:00 a.m., London time, on such Interest Determination
Date, provided that at least two such offered rates appear on the Reuters Screen
LIBO Page; provided, that if on any Interest Determination Date, fewer than two
offered rates for deposits in U.S. dollars having the Index Maturity specified
above appear on the Reuters Screen LIBO Page, LIBOR-Reuters will be determined
on the basis of the rates at which deposits in U.S. dollars are offered by four
major banks in the London interbank market selected by the Calculation Agent at
approximately 11:00 a.m., London time, on such Interest Determination Date to
prime banks in the London interbank market having the Index Maturity
4
specified above and in a principal amount equal to an amount that is
representative for a single transaction in such market at such time. The
Calculation Agent will request the principal London office of each of such
banks to provide a quotation of its rate. If at least two such quotations are
provided, the rate in respect of such Interest Determination Date will be
the arithmetic mean of the quotations. If fewer than two quotations are
provided, LIBOR-Reuters in respect of such Interest Determination Date will
be the arithmetic mean of the rates quoted by three major banks in The City of
New York, selected by the Calculation Agent, at approximately 3:00 p.m., New
York City time, on such Interest Determination Date for loans in U.S. dollars to
leading European banks, having the Index Maturity specified above and in a
principal amount equal to an amount that is representative for a single
transaction in such market at such time; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are not quoting as described in
this sentence, the Interest Rate will be the Interest Rate in effect on such
Interest Determination Date.
"Reuters Screen LIBO Page" means the display designated as page "LIBO" on
the Reuters Monitor Money Rates Service (or such other page as may replace the
LIBO page on that service for the purpose of displaying London interbank offered
rates of major banks).
If the method for determining LIBOR with respect to any LIBOR Note is not
specified in such Note, "LIBOR" means LIBOR-Telerate.
Determination of Interest Rate Per Annum for Federal Funds Rate Notes. If
the Interest Rate Basis specified on the face hereof is Federal Funds Rate, the
Interest Rate will be equal to the then applicable Federal Funds Rate, as
adjusted as specified above under "Interest Rate Calculation."
"Federal Funds Rate" means, with respect to any Interest Determination
Date, the rate on that date for Federal Funds as such rate is published by the
Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates", or any successor publication of the Board
of Governors of the Federal Reserve System ("H.15(519)"), under the heading
"Federal Funds (Effective)", as this rate is displayed on Moneyline Telerate (or
any successor service) on page 120 (or any other page as may replace this page
on that service) ("Telerate Page 120"). In the event that such rate does not
appear on Telerate Page 120 or is not yet published by 3:00 p.m., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
then the Federal Funds Rate will be the rate on such Interest Determination Date
as published in the H.15 Daily Update (as defined below) or another recognized
electronic source used for the purpose of displaying this rate under the heading
"Federal Funds/Effective Rate". If by 3:00 p.m., New York City time, on such
Calculation Date such rate does not appear on Telerate Page 120 or is not yet
published in H.15(519), H.15 Daily Update or another recognized electronic
source, the Federal Funds Rate shall be the arithmetic mean of the rates, as of
3:00 p.m., New York City time, on such Interest Determination Date for the last
transaction in overnight Federal Funds arranged by three leading brokers of
Federal Funds transactions in The City of New York selected by the Calculation
Agent; provided, however, that if fewer than three brokers so selected by the
Calculation Agent are quoting as described in this sentence, the Interest Rate
will be the Interest Rate in effect on such Interest Determination Date.
5
"H.15 Daily Update" means the daily update of H.15(519), available through
the world wide web site of the Board of Governors of the Federal Reserve System
at xxxx://xxx.xxx.xxx.xxx.xx/xxxxxxxx/x00/xxxxxx, or any successor site or
publication.
Determination of Interest Rate Per Annum for Treasury Rate Notes. If the
Interest Rate Basis specified on the face hereof is Treasury Rate, the Interest
Rate will be equal to the then applicable Treasury Rate, as adjusted as
specified above under "Interest Rate Calculation."
"Treasury Rate" means, with respect to any Interest Determination Date, the
rate for the auction of direct obligations of the United States ("Treasury
bills") held on such Interest Determination Date having the Index Maturity
specified above which appears on the display on Moneyline Telerate (or any
successor service) on page 56 (or any other page as may replace this page on
that service or any successor service) or page 57 (or any other page as may
replace this page on that service or any successor service) under the heading
"INVESTMENT RATE." If such rate has not been so published by 3:00 p.m., New York
City time, on the Calculation Date pertaining to such Interest Determination
Date, then the Treasury Rate means, with respect to such Interest Determination
Date, the auction average rate for the aforementioned auction for such Interest
Determination Date (expressed as a bond equivalent, on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) as otherwise
reported by the United States Department of the Treasury. In the event that the
results of the auctions of Treasury bills are not published or reported as
provided above by 3:00 p.m., New York City time, on such Calculation Date or no
such auction was held during the week in which the Interest Reset Date falls (or
on the Friday preceding such week if as a result of a legal holiday), then the
Treasury Rate will be the rate (expressed as a bond equivalent, on the basis of
a year of 365 or 366 days, as applicable, and applied on a daily basis) on the
Interest Determination Date of Treasury bills having the Index Maturity
specified on the face hereof as published in H.15(519) under the heading "U.S.
Government Securities/Treasury Bills/Secondary Market" or, if not yet published
by 3:00 p.m., New York City time, on the Calculation Date, the rate on the
Interest Determination Date of Treasury bills as published in H.15 Daily Update,
or another recognized electronic source used for the purpose of displaying this
rate, under the caption "U.S. Government Securities/Treasury Bills/Secondary
Market". If by 3:00 p.m., New York City time, on such Calculation Date such rate
is not yet published in H.15(519), H.15 Daily Update or another recognized
electronic source, then the Treasury Rate shall be calculated by the Calculation
Agent and shall be the yield to maturity (expressed as a bond equivalent, on the
basis of a year of 365 or 366 days, as applicable, and applied on a daily basis)
of the arithmetic mean of the secondary market bid rates, as of approximately
3:30 p.m., New York City time, on such Interest Determination Date of three
leading primary United States government securities dealers selected by the
Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the Index Maturity specified above; provided, however, that if fewer
than three of the dealers selected as aforesaid by the Calculation Agent are not
quoting as described in this sentence, the Interest Rate will be the Interest
Rate in effect on such Interest Determination Date.
Determination of Interest Rate Per Annum for Prime Rate Notes. If the
Interest Rate Basis specified on the face hereof is Prime Rate, the Interest
Rate will be equal to the then applicable Prime Rate, as adjusted as specified
above under "Interest Rate Calculation."
6
"Prime Rate" means, with respect to any Interest Determination Date, the
prime rate or base lending rate on that date as such date is published by the
Board of Governors of the Federal Reserve System in H.15(519) under the heading
"Bank Prime Loan" or if not published by 3:00 p.m., New York City time, on the
Calculation Date, the rate on the Interest Determination Date as published in
H.15 Daily Update, or another recognized electronic source used for the purpose
of displaying this rate, under the heading "Bank Prime Loan"; provided, that if
on the Calculation Date pertaining to such Interest Determination Date such rate
is not published prior to 3:00 p.m., New York City time, in H.15(519), H.15
Daily Update or another recognized electronic source, then the Prime Rate will
be calculated by the Calculation Agent and will be the arithmetic mean of the
rates of interest publicly announced by each bank that appear on the Reuters
Screen USPRIME 1 Page (as defined below) as such bank's prime rate or base
lending rate as in effect for such Interest Determination Date as quoted on the
Reuters Screen USPRIME 1 Page or, if fewer than four such rates appear on the
Reuters Screen USPRIME 1 Page for that Interest Determination Date, then the
Prime Rate will be the arithmetic mean of the prime rates or base lending rates
(quoted on the basis of the actual number of days in the year divided by a
360-day year) as of the close of business for such Interest Determination Date
publicly announced by three major banks in The City of New York selected by the
Calculation Agent; provided, however, that if fewer than three banks selected as
aforesaid by the Calculation Agent are quoting as described in the preceding
sentence, the Interest Rate will be the Interest Rate in effect on such Interest
Determination Date.
"Reuters Screen USPRIME 1 Page" means the display page designated as page
"USPRIME 1" on the Reuters Monitor Money Rates Service (or such other page as
may replace the USPRIME 1 page on that service for the purpose of displaying
prime rates or base lending rates of major United States banks).
The Calculation Agent shall calculate the Interest Rate hereon in
accordance with the foregoing on or before each Calculation Date.
The Interest Rate on this Note will in no event be higher than the maximum
rate permitted by New York law as the same may be modified by United States law
of general application. The Interest Rate on this Note will in no event be lower
than 0.00%.
At the request of the holder hereof, the Calculation Agent will provide to
such holder the Interest Rate then in effect for this Note, if available, and,
if different, the Interest Rate to be in effect as a result of a determination
made on the most recent Interest Determination Date with respect to this Note.
Accrued interest shall be computed by adding the Interest Factors
calculated for each day from the Issue Date or from the last date to which
interest has been paid or duly provided for up to but not including the day for
which accrued interest is being calculated. The "Interest Factor" for each such
day shall be computed by multiplying the face amount of the Note by the Interest
Rate applicable to such day and dividing the product thereof by 360, or, if the
Interest Rate Basis specified on the face hereof is Treasury Rate, by the actual
number of days in the year.
7
Unless otherwise specified herein, all percentages resulting from any
calculation of the rate of interest on this Note (including the calculation of
the Interest Factor as described above) will be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point, with five one-millionths
of a percentage point rounded upward (e.g., 9.876545% (or .09876545) will be
rounded upward to 9.87655% (or .0987655)), and all dollar amounts used in or
resulting from such calculation will be rounded to the nearest cent (with
one-half cent being rounded upward).
The principal of and interest on this Note are payable in immediately
available funds 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 at
the office or agency of the Corporation designated as provided in the Indenture;
provided, however, that interest may be paid, at the option of the Corporation,
by check mailed to the person entitled thereto at his address last appearing on
the registry books of the Corporation relating to the Notes.
Subject to applicable laws and regulations, a holder of $1,000,000 (or the
equivalent in other currencies or currency units) or more in aggregate principal
amount of the Notes may, by delivery of a written request to the Paying Agent
under the Indenture, elect to have all payments to such holder made by wire
transfer of immediately available funds to a designated account maintained in
the United States; provided, that such payments to be made on the Maturity Date
will be made only after surrender of such Note or Notes at the office or agency
of the Corporation maintained for that purpose in the Borough of Manhattan, The
City of New York not later than one Business Day prior to the Maturity Date.
Such request may be in writing (mailed or hand delivered) or by cable, telex or
other form of facsimile transmission and must be delivered not later than the
close of business on the Record Date immediately preceding an Interest Payment
Date or the fifteenth day prior to the Maturity Date. Any such election will
remain in effect until revoked by written notice to the Paying Agent, but
written notice of any such revocation must be received by the Paying Agent not
later than the Record Date immediately preceding the applicable Interest Payment
Date or the fifteenth day preceding the Maturity Date.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE
REVERSE HEREOF, WHICH SHALL HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT
THIS PLACE.
Unless the certificate of authentication hereon has been executed by the
Trustee or by an Authenticating Agent on behalf of the Trustee by manual
signature, this Note shall not be entitled to any benefit under such Indenture
or be valid or obligatory for any purpose.
8
IN WITNESS WHEREOF, the Corporation has caused this Instrument to be duly
executed, by manual or facsimile signature, under its corporate seal or a
facsimile thereof.
CIT GROUP INC.
By: _________________________
[SEAL] Name:
Title:
ATTEST:
By:_________________________
_______________ Secretary
9
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Dated:_____________
BANK ONE TRUST COMPANY, N.A.,
as Trustee
By:
---------------------------------
Authorized Signatory
10
[Reverse of Note]
CIT GROUP INC.
INTERNOTE
This Note is one of a duly authorized series of unsecured notes of the
Corporation designated as "CIT InterNotes", limited to $4,000,000,000 in
principal aggregate amount (the "Notes") issued and to be issued under an
Indenture dated as of August 26, 2002 (the "Indenture"), between the Corporation
and Bank One Trust Company, N.A. (the "Trustee") and Bank One NA, London Branch,
as London Paying Agent and London Calculation Agent, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Corporation, the Trustee and the holders of
the Notes, and the terms upon which the Notes are, and are to be, authenticated
and delivered. The amount of the series of Notes may be increased at any time.
The Notes may bear different dates, mature at different times, bear interest at
different rates and vary in such other ways as are provided in the Indenture.
This Note is not subject to any sinking fund.
IF NO REPAYMENT RIGHT IS SET FORTH ON THE FACE HEREOF, THIS NOTE MAY NOT BE
REPAID AT THE OPTION OF THE HOLDER HEREOF PRIOR TO THE STATED MATURITY DATE. If
a Repayment Right is granted on the face of this Note, this Note may be subject
to repayment at the option of the holder on any Interest Payment Date on and
after the date, if any, indicated on the face hereof (each, a "Repayment Date").
On any Repayment Date this Note shall be repayable in whole or in part in
increments of $1,000 at the option of the holder hereof at a repayment price
equal to 100% of the principal amount to be repaid, together with interest
thereon payable to the date of repayment. For this Note to be repaid in whole or
in part at the option of the holder hereof, this Note must be received, with the
form entitled "Option to Elect Repayment" below duly completed, by the
Trustee/Paying Agent at the Corporate Trust Office, or such other address of
which the Corporation shall from time to time notify the holders of the Notes,
not more than 60 nor less than 30 days prior to an Repayment Date. Exercise of
such repayment option by the holder hereof shall be irrevocable.
IF NO REDEMPTION RIGHT IS SET FORTH ON THE FACE HEREOF, THIS NOTE MAY NOT
BE REDEEMED AT THE OPTION OF THE CORPORATION PRIOR TO THE STATED MATURITY DATE.
If a Redemption Right is granted on the face of this Note, this Note may be
redeemed at the option of the Corporation on any Interest Payment Date on and
after the date, if any, specified on the face hereof (each, a "Redemption
Date"). This Note may be redeemed on any Redemption Date in whole or in part in
increments of $1,000 at the option of the Corporation at a redemption price
equal to 100% of the principal amount to be redeemed, together with interest
thereon payable to the Redemption Date, on notice given to the Trustee at least
60 days, and to the holder hereof at least 30 days, prior to the proposed
Redemption Date. In the event of redemption of this Note in part only, a new
Note for the unredeemed portion hereof shall be issued in the name of the holder
hereof upon the surrender hereof.
11
If an Event of Default (as defined in the Indenture) shall occur with
respect to the Notes, the principal of all the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
Corporation and the Trustee, with the consent of the holders of not less than
66 2/3% in aggregate principal amount of the Notes then outstanding, evidenced
as in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any indenture supplemental thereto or modifying in any
manner the rights of the holders of this Note. The Indenture also contains
provisions permitting the holders of a majority in aggregate principal amount of
Notes then outstanding under the Indenture and affected thereby, on behalf of
the holders of all Notes then outstanding under the Indenture, to waive
compliance by the Corporation 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 Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and upon all future
holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this 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 Corporation, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
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 respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Corporation or any predecessor or successor
corporation, either directly or through the Corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or by any legal or equitable proceeding or otherwise, all
such liability being, by the acceptance hereof and as a condition of and as part
of the consideration for issue hereof, expressly waived and released.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the register of the
Corporation relating to the Notes, upon surrender of this Note for registration
of transfer at the office or agency of the Corporation designated by it pursuant
to the Indenture, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Corporation and the Trustee or the
registrar duly executed by, the holder hereof or 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.
This Note is issuable only as a registered Note without coupons in
denominations of $1,000 and any integral multiple in excess thereof unless
otherwise specifically agreed between the parties and provided on the face of
this Note.
12
No service charge will be made for any such registration of transfer or
exchange, but the Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Corporation, the Trustee, the Paying Agent and any agent of the
Corporation, the Trustee or the Paying Agent may treat the entity in whose name
this Note is registered as the absolute owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Note be overdue, and neither the Corporation, the Trustee, the Paying Agent
nor any such agent shall be affected by notice to the contrary. All payments
made to or upon the order of such registered holder shall, to the extent of the
sum or sums paid, effectually satisfy and discharge liability for moneys payable
on this Note.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
If the Notes are to be issued and outstanding pursuant to a book-entry-only
system, the following paragraph is applicable: The Notes are being issued by
means of a book-entry-only system with no physical distribution of certificates
to be made except as provided in the Indenture. The book-entry system maintained
by The Depository Trust Company ("DTC") will evidence ownership of the Notes,
with transfers of ownership effected on the records of DTC and its participants
pursuant to rules and procedures established by DTC and its participants. The
Corporation will recognize Cede & Co., as nominee of DTC, while the registered
owner of the Notes, as the owner of the Notes for all purposes, including
payment of principal and interest, notices and voting. Transfer of principal and
interest to participants of DTC will be the responsibility of DTC, and transfer
of principal and interest to beneficial owners of the Notes by participants of
DTC will be the responsibility of such participants and other nominees of such
beneficial owners. So long as the book-entry system is in effect, the selection
of any Notes to be redeemed will be determined by DTC pursuant to rules and
procedures established by DTC and its participants. The Corporation will not be
responsible or liable for such transfers or payments or for maintaining,
supervising or reviewing the records maintained by DTC, its participants or
persons acting through such participants.
13
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
the within Note 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 TRANS MIN ACT--__________Custodian___________
(Cust) (Minor)
Under Uniform Transfers to Minors Act
___________________
(State)
Additional abbreviations may also be used though not in the above list.
___________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________.
[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE, OF ASSIGNEE]
____________________________________________________________
____________________________________________________________
Please Insert Social Security or Other
Identifying Number of Assignee: ________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________________________ Attorney to transfer said Note
on the books of the Corporation, with full power of substitution in the
premises.
Dated: __________________ --------------------------------
--------------------------------
--------------------------------
(Signature Guaranteed)
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without alteration
or enlargement or any change whatever and must be guaranteed.
14
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Corporation to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with interest
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 (or the Paying Agent on behalf of
the Trustee) must receive at __________________, or at such other place or
places of which the Corporation shall from time to time notify the Holder of
this Note, not more than 60 nor less than 30 days prior to a Repayment Date, if
any, shown on the face of this Note, 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 in increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be $__________ or an integral multiple of $l,000 in excess of
$__________) 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).
$_______________________ ------------------------------
NOTICE: The signature on this
DATE: __________________ Option to Elect Repayment must
correspond with the name as
written upon the face of this
Note in every particular,
without alteration or
enlargement or any change
whatever.
15
SURVIVOR'S OPTION RIDER
If the Survivor's Option is applicable to this Note, the Representative
(defined below) of a deceased beneficial owner of the Note shall have the option
to elect repayment or repurchase of such Note following the death of the
beneficial owner (a "Survivor's Option"). Unless specifically provided on the
face of this Note, the Survivor's Option may not be exercised unless the Note
was acquired by the beneficial owner at least six months prior to such election.
If the Survivor's Option is applicable to this Note, upon the valid
exercise of the Survivor's Option, the Corporation shall repay or repurchase, at
its option, the Note (or portion thereof), properly tendered for repayment or
repurchase by or on behalf of the person (the "Representative") that has
authority to act on behalf of the deceased beneficial owner of a Note under the
laws of the appropriate jurisdiction (including, without limitation, the
personal representative or executor of the deceased beneficial owner or the
surviving joint owner of the deceased beneficial owner) at a price equal to 100%
of the principal amount of the deceased beneficial owner's beneficial interest
in such Note plus accrued interest to the date of such repayment or repurchase,
subject to the following limitations:
(a) The Corporation may, in its sole discretion, limit the aggregate
principal amount of Notes as to which exercises of the Survivor's Option
shall be accepted from all deceased beneficial owners in any calendar year
(the "Annual Put Limitation") to an amount equal to the greater of
$2,000,000 or 2% of the Outstanding principal amount of all Notes as of the
end of the most recent calendar year, or such greater amount as the
Corporation in its sole discretion may determine for any calendar year, and
may limit to $250,000, or such greater amount as the Corporation in its
sole discretion may determine for any calendar year, the aggregate
principal amount of acceptances of exercise of the Survivor's Option in
such calendar year for any individual deceased beneficial owner (the
"Individual Put Limitation").
(b) The Corporation shall not make principal repayments pursuant to
exercise of the Survivor's Option in amounts that are less than $1,000,
and, in the event that the limitations described in the preceding sentence
would result in the partial repayment of any Note, the principal amount of
such Note remaining Outstanding after repayment must be at least $1,000
(the minimum authorized denomination of the Notes).
(c) Any Note (or portion thereof) tendered pursuant to a valid
exercise of the Survivor's Option may not be withdrawn.
Each Note (or portion thereof) that is tendered pursuant to valid exercise
of the Survivor's Option shall be accepted in the order of all such Notes are
received by the Trustee, except for any Note (or portion thereof) the acceptance
of which would contravene (i) the Annual Put Limitation, if applied, or (ii) the
Individual Put Limitation, if applied, with respect to the relevant individual
deceased beneficial owner. If, as of the end of any calendar year, the aggregate
principal amount of Notes (or portions thereof) that have been tendered pursuant
to the valid exercise of the Survivor's Option during such year has exceeded
either the Annual Put Limitation, if applied, or the Individual Put Limitation,
if applied, for such year, any exercise(s)
16
of the Survivor's Option with respect to Notes (or portions thereof) not
accepted during such calendar year because such acceptance would have
contravened either such limitation, if applied, shall be deemed to be tendered
in the following calendar year in the order all such Notes (or portions thereof)
were originally tendered. Any Note (or portion thereof) accepted for repayment
or repurchase pursuant to exercise of the Survivor's Option shall be repaid or
repurchased on the first Interest Payment Date that occurs 20 or more calendar
days after the date of such acceptance. In the event that a Note (or any portion
thereof) tendered for repayment or repurchase pursuant to valid exercise of the
Survivor's Option is not accepted, the Trustee shall deliver a notice by
first-class mail to the registered holder thereof, at its last known address as
indicated in the Note Register, that states the reason such Note (or portion
thereof) has not been accepted for payment.
In order for a Survivor's Option to be validly exercised with respect to
any Note (or portion thereof), the Trustee must receive from the Representative
(i) a written request for repayment or repurchase signed by the Representative,
and such signature must be guaranteed by a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.
(the "NASD") or a commercial bank or trust company having an office or
correspondent in the United States, (ii) tender of a Note (or portion thereof)
to be repaid or repurchased, (iii) appropriate evidence satisfactory to the
Corporation and the Trustee that (A) the deceased was the beneficial owner of
such Note at the time of death and the interest in such note was acquired by the
deceased beneficial owner at least six months prior to the request for repayment
or repurchase, (B) the death of such beneficial owner has occurred, and the date
of such death, and (C) the Representative has authority to act on behalf of the
deceased beneficial owner, (iv) if applicable, a properly executed assignment or
endorsement, (v) if the interest in such Note is held by a nominee of the
deceased beneficial owner, a certificate satisfactory to the Corporation and the
Trustee from such nominee attesting to the deceased's beneficial ownership in
such Note, (vi) tax waivers and such other instruments or documents that the
Corporation or the Trustee reasonably requires in order to establish the
validity of the beneficial ownership of the Notes and the claimant's entitlement
to payment, and (vii) any additional information the Corporation or the Trustee
requires to evidence satisfaction of any conditions to the exercise of such
Survivor's Option or to document beneficial ownership or authority to make the
election and to cause the repayment or repurchase of such Note. All questions as
to the eligibility or validity of any exercise of the Survivor's Option will be
determined by the Corporation, in its sole discretion, which determination shall
be final and binding on all parties.
The death of a person holding a beneficial interest in a Note as a joint
tenant or tenant by the entirety with another person, or as a tenant in common
with the deceased holder's spouse, will be deemed the death of the beneficial
owner of the Note, and the entire principal amount of the Note so held shall be
subject to repayment or repurchase. However, the death of a person holding a
beneficial interest in a note as tenant in common with a person other than such
deceased holder's spouse will be deemed the death of a beneficial owner only
with respect to the deceased person's interest in the Note. The death of a
person who, during his or her lifetime, was entitled to substantially all of the
beneficial interests of ownership of a Note will be deemed the death of the
beneficial owner of such note for purposes of this provision, regardless of the
registered holder of the Note, if such beneficial interest can be established to
the satisfaction of the Corporation and the Trustee. Such beneficial interest
will be deemed to exist in typical cases
17
of nominee ownership, ownership under the Uniform Transfers to Minors Act or
Uniform Gifts to Minors Act, community property or other joint ownership
arrangements between a husband and wife. In addition, the beneficial interest
will be deemed to exist in custodial and trust arrangements where one person has
all of the beneficial ownership interest in the Note during his or her lifetime.
For Notes represented by a Global Note, the Depository or its nominee shall
be the holder of such Note and therefore shall be the only entity that can
exercise the Survivor's Option for such Note. To obtain repayment or repurchase
pursuant to exercise of the Survivor's Option with respect to such Note, the
Representative must provide to the broker or other entity through which the
beneficial interest in such Note is held by the deceased beneficial owner (i)
the documents described in the second preceding paragraph and (ii) instructions
to such broker or other entity to notify the Depository of such Representative's
desire to obtain repayment or repurchase pursuant to exercise of the Survivor's
Option. Such broker or other entity shall provide to the Trustee (i) the
documents received from the Representative referred to in clause (i) of the
preceding sentence and (ii) a certificate satisfactory to the Corporation and
the Trustee from such broker or other entity stating that it represents the
deceased beneficial owner. Such broker or other entity shall be responsible for
disbursing any payments it receives pursuant to exercise of the Survivor's
Option to the appropriate Representative.
18
