EXHIBIT 99(b)
FIXED RATE GLOBAL MEDIUM-TERM NOTE
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
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 DEPOSITORY TRUST
COMPANY (THE "DEPOSITORY") TO A NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), 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.
REGISTERED PRINCIPAL AMOUNT
No. FX-1 CUSIP No. 59018S ZQ0 $21,235,000
XXXXXXX XXXXX & CO., INC.
MEDIUM-TERM NOTE,
SERIES B
3.125% Callable Stock Linked Notes due January 22, 2005
(Linked to the performance of Chubb Common Stock)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY:
January 28, 1998 3.125% January 22, 2005
INTEREST PAYMENT DATES:
May 15 and November 15
OPTIONAL REPAYMENT DATE(S):
None
DENOMINATIONS: ADDENDUM ATTACHED:
Integral multiples of $1,000 [_] Yes
[X] No
REDEMPTION DATE(S):
On or after January 22, 2000
OTHER PROVISIONS:
At maturity, or upon earlier redemption, investors will receive the
principal amount of their Notes plus a Supplemental Redemption Amount. The
Supplemental Redemption Amount will be based on the percentage increase, if any,
in the price (as described herein) of the common stock, par value $1.00 per
share, of Chubb Corporation (or any successor corporation) (the "Chubb Common
Stock") above a Benchmark Stock Value of $97.15.
Notice for this Note to be redeemed at the option of the Company on a
Redemption Date shall be given not more than 10 nor less than 5 calendar days
prior to any Redemption Date.
XXXXXXX XXXXX & CO., INC., a Delaware corporation ("Issuer" or the
"Company," which terms include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of TWENTY ONE MILLION TWO HUNDRED
THIRTY FIVE THOUSAND DOLLARS ($21,235,000) (the "Principal Amount") plus the
Supplemental Redemption Amount, as defined below, on the Stated Maturity
specified above (except to the extent redeemed or repaid prior to the Stated
Maturity), and to pay interest thereon at the Interest Rate per annum specified
above, until the Stated Maturity or date of earlier redemption. Reference
herein to "this Note", "hereof", "herein" and comparable terms shall include an
Addendum hereto if an Addendum is specified above.
The Company will pay interest on each Interest Payment Date specified
above, commencing on the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Stated Maturity or any
Redemption Date or Optional Repayment Date (as defined below) (the date of each
such Stated Maturity, Redemption Date and Optional Repayment Date and the date
on which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Indenture being referred to
hereinafter as a "Maturity" with respect to principal payable on such date);
provided, however, that if the Original Issue Date is 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 succeeding the
Original Issue Date. Unless otherwise specified above, the "Regular Record
Date" shall be the date 15 calendar days (whether or not a Business Day) prior
to the applicable Interest Payment Date. Interest on this Note will accrue from
and including the most recent Interest Payment Date to which interest has been
paid or duly provided for or, if no interest has been paid, from the Original
Issue Date specified above, to, but excluding such Interest Payment Date. If
the Maturity or an Interest Payment Date falls on a day which is not a Business
Day, the payment due on such Maturity or Interest Payment Date will be paid on
the next succeeding Business Day with the same force and effect as if made on
such Maturity or Interest Payment Date, as the case may be, and no interest
shall accrue with respect to such payment for the period from and after such
Maturity or Interest Payment Date. 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 Securities) is registered at the close of business on the Regular
Record Date for such Interest Payment Date. Any such interest which is payable,
but not punctually paid or duly provided for on any Interest Payment Date
(herein called "Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on such Regular Record Date, 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 Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to the Holder
of this Note not less than 10 days prior to such Special Record Date, or may be
paid at any time in any other lawful manner, all as more fully provided in the
Indenture.
Payment of the Principal Amount, the Supplemental Redemption Amount and
interest on this Note will be made at the Office or Agency of the Company
maintained by the Company for such purpose in the Borough of Manhattan, The City
of New York, 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.
SUPPLEMENTAL REDEMPTION AMOUNT
The "Supplemental Redemption Amount" with respect to this Note equals:
Ending Stock Value - Benchmark Stock Value
Principal Amount X ------------------------------------------
Benchmark Stock Value
provided, however, that in no event will the Supplemental Redemption Amount be
less than zero. The "Benchmark Stock Value" equals $97.15. The "Ending Stock
Value" will be determined by Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated
(the "Calculation Agent", which term includes any successor thereto) and
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will equal the Volume Weighted Average Price (as defined below) of Chubb Common
Stock on the New York Stock Exchange ("NYSE") on the first Calculation Day in
the Calculation Period. If no Calculation Days occur during the Calculation
Period, then the Ending Stock Value will equal the Volume Weighted Average Price
of the Chubb Common Stock on the NYSE determined on the last scheduled
Calculation Day in the Calculation Period, regardless of the occurrence of a
Market Disruption Event (as defined below) on such day. If no Volume Weighted
Average Price is available on such date, the Calculation Agent will determine
the Ending Stock Value using then current market bid prices available for Chubb
Common Stock applying any applicable dilution adjustments, as described below.
The "Calculation Period" means the period from and including the fifth scheduled
Calculation Day prior to the Stated Maturity to and including the second
scheduled Calculation Day prior to the Stated Maturity. "Calculation Day" means
any Trading Day during the Calculation Period on which a Market Disruption Event
has not occurred. "Trading Day" means a day on which the Chubb Common Stock (A)
is not suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (B) has
traded at least once on a national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the Chubb Common Stock. "Market Disruption Event" means the
occurrence or existence on any Business Day during the one-half hour period that
ends when the Volume Weighted Average Price is determined, of any suspension of,
or limitation imposed on, trading in the Chubb Common Stock on the NYSE (or
other market or exchange, if applicable). "Business Day" means each Monday,
Tuesday, Wednesday, Thursday and Friday that is not a day on which banking
institutions in The City of New York are authorized or obligated by law to close
and that is a trading day on the NYSE. All determinations made by the
Calculation Agent shall be at the sole discretion of the Calculation Agent and,
absent a determination by the Calculation Agent of a manifest error, shall be
conclusive for all purposes and binding on the Company and beneficial owners of
the Notes. The "Volume Weighted Average Price" for any day shall be the volume
weighted average price for the Chubb Common Stock as reported on the relevant
screen on Bloomberg for the period from 9:30 a.m. to 4:00 p.m. on the relevant
date. If such value is not reported, the Volume Weighted Average Price shall be
determined by the Calculation Agent by calculating, for each trade in Chubb
Common Stock on such exchange from 9:30 a.m. to 4:00 p.m. on the relevant date,
the product of the price per share paid multiplied by the number of shares for
such trade, and by adding all such products and dividing such sum by the total
number of shares traded on such date.
REDEMPTION
This Note may be redeemed at the option of the Company prior to its Stated
Maturity on or on any date after the Initial Redemption Date, if any, specified
above (the "Redemption Date"). On and after the Initial Redemption Date, if
any, this Note may be redeemed at any time in whole or from time to time in part
in increments of $1,000 (provided that any remaining principal amount shall be
an authorized denomination) at the option of the Company at the applicable
Redemption Price (as defined below), on notice given not more than 10 nor less
than 5 days prior to the 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.
"Redemption Price" shall equal 100% of the Principal Amount thereof to be
redeemed, plus accrued interest thereon to but excluding the Redemption Date,
plus a Supplemental Redemption Amount, calculated as provided above, except that
the Ending Stock Value shall equal the Volume Weighted Average Price (as defined
above) on the NYSE of Chubb Common Stock on the first occurring Trading Day on
which a Market Disruption Event does not occur, immediately following the date
the Company sends notice (the "Notice Day") to the Holders of the Notes of the
Company's intention to redeem the Notes; provided, however, that if no such day
occurs prior to the second scheduled Trading Day preceding the Redemption Date,
the Ending Stock Value shall equal the Volume Weighted Average Price on the
second scheduled Trading Day immediately preceding the Redemption Date
regardless of the occurrence of a Market Disruption Event. If no Volume
Weighted Average Price is available on such date, the Calculation Agent will
determine the Ending Stock Value using then current market bid prices available
for Chubb Common Stock, applying any applicable dilution adjustments described
above.
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DILUTION ADJUSTMENTS
The Volume Weighted Average Price used to determine the Ending Stock Value,
including upon early redemption, is subject to adjustment if the Chubb Common
Stock shall: (i) pay a stock dividend or make a distribution with respect to the
Chubb Common Stock in shares of such stock; (ii) subdivide or split the
outstanding shares of the Chubb Common Stock into a greater number of shares;
(iii) combine the outstanding shares of the Chubb Common Stock into a smaller
number of shares; (iv) issue by reclassification of shares of the Chubb Common
Stock any shares of common stock of Chubb Corporation; (v) issue rights or
warrants to all holders of the Chubb Common Stock entitling them to subscribe
for or purchase shares of the Chubb Common Stock at a price per share less than
the then current market price of the Chubb Common Stock (other than rights to
purchase the Chubb Common Stock pursuant to a plan for the reinvestment of
dividends or interest); or (vi) pay a dividend or make a distribution to all
holders of the Chubb Common Stock of evidences of its indebtedness or other
assets (excluding any stock dividends or distributions referred to in clause (i)
above or any cash dividends other than any Extraordinary Cash Dividend (as
defined below)) or issue to all holders of the Chubb Common Stock rights or
warrants to subscribe for or purchase any of its securities (other than those
referred to in clause (v) above) (any of the foregoing are referred to as the
"Distributed Assets"). The effect of the foregoing is that there will not be any
adjustments to the Ending Stock Value for the issuance by the issuer of the
Chubb Common Stock of options, warrants, stock purchase rights or securities in
connection with the Chubb Common Stock issuer's employee benefit plans.
(a) In the event of payment of a stock dividend or the event of
distributions, subdivisions, splits, combinations or reclassifications (as
described in clauses (i) through (iv) above), the Volume Weighted Average Price
shall be adjusted by multiplying the Volume Weighted Average Price by a
fraction, the numerator of which shall be the number of shares of Chubb Common
Stock (or, in the case of a reclassification referred to in clause (iv) above,
the number of shares of other common stock of Chubb Corporation issued pursuant
thereto) held by a holder of one share of Chubb Common Stock on the record date
with respect to such event immediately following any event described above and
the denominator of which shall be one share of Chubb Common Stock. Each such
adjustment shall become effective at the opening of business on the Business Day
next following the record date and shall become effective immediately after the
effective date in the case of a subdivision, split, combination or
reclassification. Each such adjustment shall be made successively.
(b) In the event of the issuance of certain rights or warrants (as
described in clause (v) above), if Chubb Corporation shall issue rights or
warrants to all holders of Chubb Common Stock entitling them to subscribe for or
purchase shares of Chubb Common Stock (other than rights to purchase Chubb
Common Stock pursuant to a plan for the reinvestment of dividends or interest)
at a price per share less than the then current market price of the Chubb Common
Stock, then in each case the Volume Weighted Average Price shall be adjusted by
multiplying the Volume Weighted Average Price immediately prior to the date of
issuance of such rights or warrants by a fraction, the numerator of which shall
be the number of shares of Chubb Common Stock outstanding on the date of
issuance of such rights or warrants, immediately prior to such issuance, plus
the number of additional shares of Chubb Common Stock offered for subscription
or purchase pursuant to such rights or warrants, and the denominator of which
shall be the number of shares of Chubb Common Stock outstanding on the date of
issuance of such rights or warrants, immediately prior to such issuance, plus
the number of additional shares of Chubb Common Stock which the aggregate
offering price of the total number of shares of Chubb Common Stock so offered
for subscription or purchase pursuant to such rights or warrants would purchase
at such current market price, which shall be determined by multiplying such
total number of shares by the exercise price of such rights or warrants and
dividing the product so obtained by such current market price. Such adjustment
shall become effective at the opening of business on the Business Day next
following the record date for determination of stockholders entitled to receive
such rights or warrants. To the extent that shares of Chubb Common Stock are
not delivered after the expiration of such rights or warrants, the Volume
Weighted Average Price shall be readjusted to the Volume Weighted Average Price
which would then be in effect had such adjustments for the issuance of such
rights or warrants been made upon the basis of delivery of only the number of
shares of Chubb Common Stock actually delivered. Each such adjustment shall be
made successively. For purposes of this paragraph, the term "current market
price" shall mean the average Closing Price (as defined below) per share of
Chubb Common Stock on the 20 Trading Days immediately prior
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to the date such rights or warrants are issued; provided, however, if any event
that would result in another adjustment of the Volume Weighted Average Price
pursuant to this section occurs during such 20-day period, the current market
price as determined pursuant to the foregoing shall be appropriately adjusted to
reflect the occurrence of such event.
(c) In the event of distributions (as described in clause (vi) above), if
Chubb Corporation shall pay a dividend or make a distribution to all holders of
Chubb Common Stock of evidences of its indebtedness or other assets (excluding
any stock dividends or distributions referred to in paragraph (a) above or any
cash dividends that do not constitute Extraordinary Cash Dividends) or shall
issue to all holders of Chubb Common Stock rights or warrants to subscribe for
or purchase any of its securities (excluding any rights to purchase shares of
Chubb Common Stock pursuant to a plan for the reinvestment of dividends or
interest and any rights or warrants referred to in paragraph (b) above), then in
each such case, the Volume Weighted Average Price shall be adjusted by
multiplying the Volume Weighted Average Price on the record date referred to
below by a fraction, the numerator of which shall be the market price per share
of Chubb Common Stock on the record date for the determination of stockholders
entitled to receive such dividend or distribution or such rights or warrants,
and the denominator of which shall be such market price per share of Chubb
Common Stock less the fair market value (as determined by the Calculation Agent)
as of such record date of the portion of the assets or evidences of indebtedness
to be distributed or of such subscription rights or warrants applicable to one
share of Chubb Common Stock. Each such adjustment shall become effective at the
opening of business on the Business Day next following the record date for the
determination of stockholders entitled to receive such dividend or distribution
or such rights or warrants. Each such adjustment shall be made successively.
For purposes of this paragraph (c), the term "market price" shall mean the
average Closing Price per share of Chubb Common Stock on the 20 Trading Days
immediately prior to such record date for the determination of stockholders
entitled to receive such dividend or distribution or such rights or warrants;
provided, however, if any event that would result in another adjustment of the
Volume Weighted Average Price pursuant to this section occurs during such 20-day
period, the market price as determined pursuant to the foregoing shall be
appropriately adjusted to reflect the occurrence of such event.
(d) In the event of the issuance in payment of dividend, any shares of
Chubb Common Stock issuable in payment of a dividend shall be deemed to have
been issued immediately prior to the close of business on the record date for
such dividend for purposes of calculating the number of outstanding shares of
Chubb Common Stock under paragraph (b) above.
"Closing Price" means, with respect to any security on any date of
determination, the closing sale price (or, if no closing price is reported, the
last reported sale price) of such security on such date or, if such security is
not listed for trading on the NYSE on any such date, as reported in the
composite transactions for the principal United States securities exchange on
which such security is so listed, or if such security is not so listed on a
United States national or regional securities exchange, as reported by the
National Association of Securities Dealers, Inc. Automated Quotation System, or,
if such security is not so reported, the last quoted bid price for such security
in the over-the-counter market as reported by the National Quotation Bureau or
similar organization, or, if such bid price is not available, the market value
of such security on such date as determined by the Calculation Agent.
An "Extraordinary Cash Dividend" means, with respect to any consecutive 12-
month period, all cash dividends on the Chubb Common Stock during such period to
the extent such dividends exceed on a per share basis 10% of the average closing
price of the Chubb Common Stock on the NYSE over such period (less any such
dividends for which a prior adjustment was previously made). All adjustments
will be calculated to the nearest 1/10,000th of a share of the Chubb Common
Stock (or if there is not a nearest 1/10,000th of a share to the next lower
1/10,000th of a share). No adjustment shall be required unless such adjustment
would require an increase or decrease of at least one percent in the Volume
Weighted Average Price; provided, however, that any adjustments which by reason
of the foregoing are not required to be made shall be carried forward and taken
into account in any subsequent adjustment.
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In the event of (A) any consolidation or merger of Chubb Corporation, or
any surviving entity or subsequent surviving entity of Chubb Corporation (a
"Successor Company"), with or into another entity (other than a merger or
consolidation in which Chubb Corporation is the continuing corporation and in
which the Chubb Common Stock outstanding immediately prior to the merger or
consolidation is not exchanged for cash, securities or other property of Chubb
Corporation or another corporation), (B) any sale, transfer, lease or conveyance
to another corporation of the property of Chubb Corporation or any Successor
Company as an entirety or substantially as an entirety, (C) any statutory
exchange of securities of Chubb Corporation or any Successor Company with
another corporation (other than in connection with a merger or acquisition) or
(D) any liquidation, dissolution, winding up or bankruptcy of Chubb Corporation
or any Successor Company (any such event described in clause (A), (B), (C) or
(D), a "Reorganization Event"), the Value Weighted Average Price will be
adjusted so that it will equal the Transaction Value.
"Transaction Value" means, with respect to any Reorganization Event, the
sum of (x) for any cash received in such Reorganization Event, the amount of
cash received per share of Chubb Common Stock, (y) for any property other than
cash or securities received in such Reorganization Event, an amount equal to the
market value on the third Business Day preceding the Maturity of such property
received per share of Chubb Common Stock as determined by the Calculation Agent
and (z) for any securities received in such Reorganization Event, an amount
equal to the average Closing Price per unit of such securities on the 20 Trading
Days immediately prior to, but not including, the second Trading Day preceding
the Maturity multiplied by the number of such securities (subject to adjustment
on a basis consistent with the provisions above received for each share of Chubb
Common Stock; provided, however, if one or more adjustments to the Volume
Weighted Average Price shall have become effective prior to the effective date
for such Reorganization Event, then the Transaction Value determined in
accordance with the foregoing shall be adjusted in accordance therewith.
The foregoing adjustments shall be made by MLPF&S, as Calculation Agent,
and all such adjustments shall be final.
No adjustments will be made for certain other events, such as offerings of
Chubb Common Stock by Chubb Corporation for cash or in connection with
acquisitions.
The Company will, within ten Business Days following the occurrence of an
event that requires an adjustment (or if the Company is not aware of such
occurrence, as soon as practicable after becoming so aware), provide written
notice to the Trustee and to the holders of the Notes of the occurrence of such
event and a statement in reasonable detail setting forth the adjusted Volume
Weighted Average Price used in determining the Ending Stock Value, once such
value is determined.
GENERAL
Unless the certificate of authentication hereon has been executed by or on
behalf of The Chase Manhattan Bank, the Trustee for this Note under the
Indenture, or its successor thereunder, by the manual signature of one of its
authorized officers, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized issue of Securities (hereinafter
called the "Securities") of the Company designated as its Medium-Term Notes,
Series B (the "Notes"). The Securities are issued and to be issued under an
indenture (the "Indenture") dated as of October 1, 1993, between the Company and
The Chase Manhattan Bank (successor by merger to The Chase Manhattan Bank
(National Association)) (herein called the "Trustee," which term includes any
successor Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights thereunder of the Company, the Trustee and the Holders of the Notes and
the terms upon which the Notes are to be authenticated and delivered. The terms
of individual Notes may vary with respect to interest rates or interest rate
formulas, issue dates, maturity, redemption, repayment, currency of payment and
otherwise as provided in the Indenture.
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The Notes are issuable only in registered form without coupons in
denominations, unless otherwise specified above, of $1,000 and integral
multiples thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes as requested by the Holder surrendering the same. If
(x) the Depository is at any time unwilling or unable to continue as depository
and a successor depository is not appointed by the Company within 60 days, (y)
the Company executes and delivers to the Trustee a Company Order to the effect
that this Note shall be exchangeable or (z) an Event of Default has occurred and
is continuing with respect to the Notes, this Note shall be exchangeable for
Notes in definitive form of like tenor and of an equal aggregate principal
amount, in authorized denominations. Such definitive Notes shall be registered
in such name or names as the Depository shall instruct the Trustee. If
definitive Notes are so delivered, the Company may make such changes to the form
of this Note as are necessary or appropriate to allow for the issuance of such
definitive Notes.
This Note is not subject to any sinking fund.
This Note is not subject to repayment at the option of the Holder prior to
its Stated Maturity.
Interest payments on this Note shall include interest accrued from, and
including, the Original Issue Date indicated above, or the most recent date to
which interest has been paid or duly provided for, to, but excluding, the
related Interest Payment Date or Maturity, as the case may be, at the rate per
annum stated on the face hereof until Maturity. Unless otherwise specified
above, interest will be computed on the basis of a 360-day year of twelve 30-day
months for the period specified hereunder.
Any provision contained herein with respect to the calculation of the rate
of interest applicable to this Note, its payment dates or any other matter
relating hereto may be modified as specified in an Addendum relating hereto if
so specified above or as set forth under Other Provisions if so set forth above.
If an Event of Default (as defined in the Indenture) with respect to the
Notes shall occur and be continuing, the principal of all the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture; provided, however, that in case an Event of Default with respect to
any Notes shall have occurred and be continuing, the amount payable to a
beneficial owner of a Note upon any acceleration permitted by the Notes, with
respect to each $1,000 principal amount thereof, will be equal to the Principal
Amount plus accrued but unpaid interest thereon to but excluding the date of
early repayment, if applicable, and the Supplemental Redemption Amount, if any,
calculated as though the date of early repayment were the stated maturity date
of the Notes as provided above. If a bankruptcy proceeding is commenced in
respect of the Company, the claim of the beneficial owner of a Note may be
limited, under Section 502(b)(2) of Title 11 of the United States Code, to the
principal amount of the Note plus an additional amount of contingent interest
calculated as though the date of the commencement of the proceeding were the
stated maturity date of the Notes.
In case of default in payment on any Interest Payment Date or at the
maturity date of the Notes (whether at their stated maturity or upon redemption
or acceleration), from and after the maturity date the Notes shall bear
interest, payable upon demand of the beneficial owners thereof, at the rate of
6.12% per annum (to the extent that payment of such interest shall be legally
enforceable) on the unpaid amount due and payable on such date in accordance
with the terms of the Notes to the date payment of such amount has been made or
duly provided for.
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 66 2/3% in aggregate principal amount of the
Securities at the time Outstanding, as defined in the Indenture, of each series
affected thereby. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all the
Securities of each series, to waive compliance by the Company with certain
7
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 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 Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the time, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations set forth
therein and on the face hereof, the transfer of this Note may be registered on
the Security Register of the Company, upon surrender of this Note for
registration of transfer at the office or agency of the Company in the Borough
of Manhattan, The City of New York, 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 authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
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
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, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
8
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its corporate
seal to be imprinted hereon.
Dated: January 28, 1998
XXXXXXX XXXXX & CO., INC.
By: _______________________________________
Xxxxxxx Xxxx
Treasurer
[FACSIMILE OF SEAL]
Attest:
By: _______________________________________
Xxxxxxx X. Xxxxx
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: ___________________________________
Authorized Officer
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ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)
(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 Company with full power of substitution
in the premises.
Dated: ___________
NOTICE: The signature of the registered Holder to this
assignment must correspond with the name as written upon
the face of the within instrument in every particular,
without alteration or enlargement or any change
whatsoever.
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