THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES
REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY
OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF
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.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE COMPANY (AS DEFINED BELOW) OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
MERRY LAND & INVESTMENT COMPANY, INC.
6.875% NOTE DUE 2004
REGISTERED PRINCIPAL AMOUNT
No.: 1 $40,000,000
CUSIP No.: 590438 AF4
MERRY LAND & INVESTMENT COMPANY, INC., a corporation
organized and existing under the laws of the State of Georgia
(hereinafter called the "Company," which term includes any
successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to CEDE & Co., or
registered assigns, upon presentation, the principal sum of Forty
Million Dollars ($40,000,000) on November 1, 2004 at the office
or agency of the Company referred to below, and to pay interest
thereon from November 8, 1995, or from the most recent Interest
Payment Date to which interest has been paid or duly provided
for, semi-annually in arrears on May 1 and November 1 in each
year, commencing May 1, 1996, at the rate of 6.875% per annum,
until the entire principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly
provided for on any Interest Payment Date will, as provided for
in the Indenture, be paid to the person in whose name this
Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such
interest which shall be the April 15 or October 15 (whether or
not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid
or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date, and may either be paid to the
Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not more than 15 days and not less than
10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities
of this Series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the
Indenture.
Payment of the principal of and interest on this Security
will be made at the office or agency of the Company maintained
for that purpose in the City of New York, Borough of Manhattan,
or elsewhere as provided in the Indenture, 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 payment of
interest may be made by (i) check mailed to the address of the
Person entitled thereto as such address shall appear in the
Security Register or (ii) by wire transfer of funds to an account
of the Person entitled thereto maintained within the United
States.
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture,
dated as of February 1, 1995, as supplemented by the First
Supplemental Indenture, dated as of June 1, 1995 (as so
supplemented, herein called the "Indenture"), between the Company
and First Union National Bank of Georgia, as Trustee (herein
called the "Trustee," which term includes any successor trustee
under the Indenture with respect to the series of which this
Security is a part), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one
of the series designated on the first page hereof, limited in
aggregate principal amount to $40,000,000.
This Security may not be redeemed by the Company prior to
maturity.
The Indenture contains provisions for defeasance at any time
of (a) the entire indebtedness of the Company on this Security
and (b) certain restrictive covenants and the related defaults
and Events of Default applicable to the Company, in each case,
upon compliance by the Company with certain conditions set forth
in the Indenture, which provisions apply to this Security.
If any Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right
to institute any proceeding with respect to the Indenture or for
the appointment of a receiver or trustee or for any other remedy
thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with
respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at
the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of
Default as Trustee, offered the Trustee reasonable indemnity, and
the Trustee shall not have received from the Holders of a
majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request, and
the Trustee shall have failed to institute any such proceeding,
for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment
of principal hereof or any interest on and any Additional Amounts
in respect thereof on or after the respective due dates expressed
herein.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal
amount of the Securities of each series at the time Outstanding
affected thereby. The Indenture also contains provisions
permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding,
on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Security at the
times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of
the Company in any Place of Payment where the principal of and
interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and
any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal
amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.
No recourse under or upon any obligation, covenant or
agreement contained in the Indenture or in this Security, or
because of any indebtedness evidenced thereby, shall be had
against any promoter, as such or, against any past, present or
future stockholder, officer or director, as such, of the Company
or of any successor, either directly or through the Company or
any successor, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of this Security
by the Holder thereof and as part of the consideration for the
issue of the Securities of this series.
All terms used in this security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY,
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF
THE STATE OF GEORGIA.
Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has
caused "CUSIP" numbers to be printed on the Securities of this
series as convenience to the Holders of such Securities. No
representation is made as to the correctness or accuracy of such
CUSIP numbers as printed on the Securities, and reliance may be
placed only on the other identification numbers printed hereon.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee by manual signature, this
Security shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Date: November 8, 1995
MERRY LAND & INVESTMENT
COMPANY, INC.
By: /s/
-------------------------
Name: X. Xxxxxxx Houston
Title: President
Attest:
By: /s/
--------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary
[SEAL]
Dated: November 8, 1995
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
FIRST UNION NATIONAL BANK OF
GEORGIA, as Trustee
By: /s/
----------------------------
Authorized Officer
