Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of September 29, 1999 (this
"First Supplemental Indenture"), between BLYTH INDUSTRIES, INC., a Delaware
corporation (such corporation or, subject to Article Nine of the Indenture, its
successors and assigns, the "Company"), and FIRST UNION NATIONAL BANK, a
national banking association (such corporation or, subject to Article Five of
the Indenture, its successors and assigns as Trustee under this Indenture, the
"Trustee").
W I T N E S S E T H:
WHEREAS, the Company and the Trustee executed and delivered an
Indenture, dated as of May 20, 1999 (as supplemented hereby, the "Indenture"),
to provide for the issuance from time to time of the Company's unsecured senior
debentures, notes or other evidences of Indebtedness to be issued in one or more
series (the "Securities");
WHEREAS, pursuant to a Board Resolution, the Company has authorized the
issuance of $150 million of its 7.90% Senior Notes due 2009 (the "Notes");
WHEREAS, the Company desires to establish the terms and conditions of
the Notes in accordance with Section 2.01 of the Indenture.
ARTICLE 1
TERMS
SECTION 1.01. DEFINITIONS. The terms defined in this Section101 (except
to the extent the application of such definitions is expressly limited to
certain instances, and except as otherwise expressly provided in this First
Supplemental Indenture or the Indenture or unless the context otherwise
requires) for all purposes of this First Supplemental Indenture shall have the
respective meanings specified in this Section101.
"FOREIGN SUBSIDIARIES" means any Subsidiary of the Company which is not
incorporated or organized in the United States and conducts substantially all
its business outside the United States.
"FUNDED DEBT" means any Indebtedness that by its terms matures at or is
extendible or renewable at the sole option of the obligor without requiring the
consent of the obligee to a date more than 12 months after the date of the
creation of such Indebtedness.
"PRINCIPAL PROPERTY" means any of the real and tangible property of the
Company or any Subsidiary of the Company, whether owned or leased, constituting
a part of any
manufacturing facility, distribution facility, warehouse or office, operated now
or hereafter by the Company or any Subsidiary of the Company, that has a book
value on the date as of which the determination is being made of more than 2% of
Consolidated Net Worth.
"PRINCIPAL SUBSIDIARY" means any Subsidiary that owns a Principal
Property.
SECTION 1.02. TERMS OF NOTES. The following terms relating to the
Notes are hereby established:
(1) The Notes shall constitute a series of Securities having the
title "7.90% Senior Notes due 2009."
(2) The aggregate principal amount of the Notes that may be
authenticated and delivered under this Indenture (except for
Notes authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, other Notes of
the series pursuant to Section 2.05, 2.06, 2.07, 8.04 or 10.07
of the Indenture) shall be $150,000,000.
(3) The entire outstanding principal of the Notes will mature on
October 1, 2009 (the "Stated Maturity Date").
(4) The rate at which the Notes shall bear interest shall be 7.90%
per annum; the date from which interest shall accrue shall be
September 29, 1999; the Interest Payment Dates for the Notes
on which interest will be payable shall be April 1 and October
1 in each year, beginning April 1, 2000; the Regular Record
Dates for the interest payable on the Notes on any Interest
Payment Date shall be the 15th calendar day preceding the
applicable Interest Payment Date.
(5) The Company, at its option, may redeem the Notes, in whole or
in part, at any time upon 30 day's notice (but not more than
60 days) at the Redemption Price equal to the greater of (i)
100% of the principal amount of the Notes to be redeemed or
the Make Whole Amount (as defined below) with respect to the
Notes to be redeemed. The "Make Whole Amount" with respect to
the Notes to be redeemed on any Redemption Date shall equal
the sum of the present values, as of such Redemption Date, of
the Remaining Scheduled Payments (as defined below)
discounted, on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months), at a rate equal to the
Treasury Rate (as defined below) plus 25 basis points. For
purposes of calculating the Make Whole Amount, the following
terms shall have the following meanings:
"REMAINING SCHEDULED PAYMENTS" means the remaining scheduled
payments of the principal and interest that would be due after
the
Redemption Date of a Note if such Note were not redeemed.
However, if the Redemption Date is not an Interest Payment
Date, the amount of the next succeeding scheduled interest
payment on such Note will be reduced by the amount of interest
accrued on such Note to such Redemption Date.
"TREASURY RATE" means an annual rate equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue
(as defined below), assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for the
Redemption Date. The semiannual equivalent yield to maturity
will be computed as of the third business day immediately
preceding the Redemption Date.
"COMPARABLE TREASURY ISSUE" means the United States Treasury
security selected by Warburg Dillon Read LLC, Xxxxxxxxx,
Lufkin & Xxxxxxxx Securities Corporation or Banc of America
Securities LLC or an affiliate as having a maturity comparable
to the remaining term of the Notes that would be utilized, at
the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the
Notes.
"COMPARABLE TREASURY PRICE" means the average of three
Reference Treasury Dealer Quotations (as defined below)
obtained by the Trustee for the Redemption Date.
"REFERENCE TREASURY DEALERS" means each of Warburg Dillon Read
LLC, Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation or
Banc of America Securities LLC (so long as it continues to be
a primary U.S. Government securities dealer) and any two other
primary U.S. Government securities dealers chosen by the
Company. If any of the foregoing ceases to be a primary U.S.
Government securities dealer, the Company will appoint in its
place another nationally recognized investment banking firm
that is a primary U.S. Government securities dealer.
"REFERENCE TREASURY DEALER QUOTATION" means the average, as
determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the
Trustee by a Reference Treasury Dealer at 3:30p.m., New York
City time, on the third business day preceding the Redemption
Date.
(6) The Notes will not be subject to any sinking fund or analogous
provisions, and the Company will not be obligated to redeem or
purchase Notes at the option of a holder thereof.
(7) The Notes will be issuable as Registered Securities without
coupons.
(8) The Notes will be issued as Global Securities and the
Depositary will be The Depository Trust Company ("DTC").
(9) In addition to the covenants set forth in Article Three of the
Indenture, the Notes shall be subject to the additional
covenants set forth in Sections103, 104 and 105 of this First
Supplemental Indenture.
(10) The currency of payment of principal of and premium, if any,
and interest on the Notes shall be U.S. Dollars, and the Notes
shall be denominated in U.S. Dollars.
(11) The Notes shall have no additional Events of Default in
addition to the Events of Default set forth in Article Four of
the Indenture.
(12) The Trustee shall also be the Security Registrar and Paying
Agent for the Notes.
(13) Interest on any Note shall be payable only to the Person in
whose name that Note is registered at the close of business on
the Regular Record Date for such interest payment.
(14) The Notes shall not be subordinated to any other debt of the
Company and shall constitute senior unsecured obligations of
the Company.
SECTION 1.03. RESTRICTIONS ON LIENS. The Company will not, and will not
permit any Principal Subsidiary to, issue, assume or guarantee any Indebtedness
for money borrowed ("Debt") if such Debt is secured by any Lien upon any
Principal Property of the Company or any Principal Subsidiary, or on any stock
or Indebtedness of any Principal Subsidiary, whether owned at the date of this
Indenture or hereafter acquired, without making effective provision to secure
any outstanding Notes equally and ratably with the other Indebtedness of the
Company or any Principal Subsidiary thereby secured for so long as any such
other Indebtedness of the Company or any Principal Subsidiary shall be so
secured. Notwithstanding anything to the contrary herein, the Company's
obligation to secure any outstanding Notes shall not prevent, restrict or apply
to any Debt secured by the following types of Liens:
(a) Liens on property, stock or Indebtedness existing as of
the date of the first issuance of the Notes;
(b) Liens on property acquired, constructed or improved, which
are created or assumed contemporaneously with or within 180 days after
such acquisition, or completion of such construction or improvement,
whichever is later, (or within six months thereafter pursuant to a firm
commitment for
financing arrangements entered into within such 180-day period) to
secure or provide for the payment of all or a portion of the purchase
price or cost thereof;
(c) Liens on property, stock or Indebtedness of any Person
existing at the time of its acquisition by the Company or any Principal
Subsidiary (including acquisition through merger or consolidation or
acquisition of stock or assets or otherwise) or arising thereafter
pursuant to contractual commitments entered into prior to such
acquisition; PROVIDED that such Lien does not apply to any property
owned by the Company or a Principal Subsidiary prior to the date of
such acquisition other than, in the case of any construction or
improvement, any previously unimproved real property on which the
property so constructed, or improved, is located;
(d) Liens to secure Debt of the Company or a Subsidiary of the
Company that is payable to the Company or to a Subsidiary of the
Company;
(e) Liens on any property located outside the United States
and stock or Indebtedness of any Foreign Subsidiary of the Company;
(f) Liens in favor of the Company or its Subsidiaries;
(g) Liens in favor of governmental bodies to secure partial
progress, advance or other payments pursuant to any contract or statute
or to secure any Indebtedness incurred for the purpose of financing all
or any part of the purchase price or cost of constructing or improving
the property subject to such Liens;
(h) Liens for the sole purpose of extending, renewing or
replacing, in whole or in part, Debt secured by any Lien referred to in
clauses (a) to (g) above or any Lien existing on the date of this First
Supplemental Indenture, PROVIDED that the principal amount of Debt
secured thereby shall not exceed the principal amount of Debt secured
at the time of such extension, renewal or replacement and such lien
shall be limited to all or a part of the property which secured the
Debt being extended, renewed or replaced (plus improvements on such
property); or
(i) Liens securing other Debt up to an aggregate amount that,
together with the liability attributable to leases entered into in
connection with sale and lease-back transactions existing at such time
(discounted at the rate of interest in the lease, or if not in the
lease at a rate of interest that is equivalent to the rate of interest
that is then being charged with respect to Indebtedness secured by like
liens on like property), does not exceed 15% of Consolidated Net Worth.
SECTION 1.04. RESTRICTIONS ON SALE AND LEASE-BACK
TRANSACTIONS. The Company will not, and will not permit any Principal Subsidiary
to, engage in any sale and lease-back transactions involving a Principal
Property (other than temporary leases for a term, including renewals, of not
more than three years and
leases between the Company and a Subsidiary of the Company or between
Subsidiaries of the Company) unless the net proceeds of such sale and lease-back
transactions are at least equal to the fair value (as determined by the Board of
Directors, the Chairman of the Board, the President or the principal financial
officer of the Company) of the Principal Property to be leased and:
(a) if, in lieu of entering into such sale and lease-back
transaction, the Company would have been entitled pursuant to the
provisions of Section1.03 of this First Supplemental Indenture to
issue, assume or guarantee Debt secured by a Lien on the property sold
in such sale and lease-back transaction in an amount equal to the
liability attributable to the lease entered into in connection with
sale and lease-back transactions existing at such time (discounted at
the rate of interest in the lease, or if not in the lease at a rate of
interest that is equivalent to the rate of interest that is then being
charged with respect to Indebtedness secured by like Liens on like
property) without having to secure any outstanding Notes;
(b) the Company would be permitted pursuant to the provisions
of Section1.03 of this First Supplemental Indenture to incur Debt
secured by a Lien on the Principal Property to be leased without
equally and ratably securing any Note; or
(c) within 180 days of the effective date of any such
arrangement (or in the case of clause (iii) of this paragraph, within
six months thereafter pursuant to a firm purchase commitment entered
into within such 180-day period) the Company shall apply an amount
equal to the fair value (determined as specified above) of such
Principal Property:
(i) to the redemption, if applicable, or
repurchase, if permitted, of the Notes,
(ii) to the payment or other retirement of Funded
Debt incurred or assumed by the Company
which ranks senior to or PARI PASSU with the
Notes or of Funded Debt incurred or assumed
by any Subsidiary of the Company (other
than, in either case, Funded Debt owned by
the Company or any Subsidiary of the
Company), or
(iii) to the purchase of Principal Property (other
than the Principal Property involved in such
sale).
Notwithstanding anything herein to the contrary, restrictions on sale
and lease-back transactions shall not apply to sale and lease-back arrangements
existing on the date of the first issuance of the Notes.
SECTION 1.05. RESTRICTIONS ON GUARANTIES. The Company will not, and
will not permit Candle Corporation Worldwide, Inc., Candle Corporation of
America and PartyLite Gifts, Inc. to be or become obligated under any Guaranty
(as defined in each of the Credit Facility and Note Purchase Agreements) of
Indebtedness (as defined in each of the Credit Facility and Note Purchase
Agreements) of the Company.
SECTION 1.06. FORM OF 2009 SENIOR NOTE. The form of the Note is
attached hereto as Exhibit A.
ARTICLE II
MISCELLANEOUS
SECTION 2.01. DEFINITIONS. Capitalized terms used but not defined in
this First Supplemental Indenture shall have the meanings ascribed thereto in
the Indenture.
SECTION 2.02. CONFIRMATION OF INDENTURE. The Indenture, as heretofore
supplemented and amended by this First Supplemental Indenture, is in all
respects ratified and confirmed, and the Indenture, this First Supplemental
Indenture and all indentures supplemental thereto shall be read, taken and
construed as one and the same instrument.
SECTION 2.03. CONCERNING THE TRUSTEE. The Trustee assumes no
duties, responsibilities or liabilities by reason of this First Supplemental
Indenture other than as set forth in the Indenture and, in carrying out its
responsibilities hereunder, shall have all of the rights, protections and
immunities which it possesses under the Indenture.
SECTION 2.04. GOVERNING LAW. This First Supplemental Indenture, the
Indenture and the Notes shall be deemed to be contracts made under the laws of
the State of New York and for all purposes shall be construed in accordance with
the laws of the State of New York.
SECTION 2.05. SEPARABILITY. In case any provision in this First
Supplemental Indenture shall for any reason be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
SECTION 2.06. COUNTERPARTS. This First Supplemental Indenture may be
executed in any number of counterparts each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the day and year first above
written.
BLYTH INDUSTRIES, INC.
By:
------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK, as Trustee
By:
------------------------------------
Name:
Title:
[FACE OF NOTE]
[LEGEND FOR INCLUSION IN GLOBAL SECURITIES-- 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 IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM,
THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]
[LEGEND FOR INCLUSION IN GLOBAL SECURITIES -- UNLESS THIS SECURITY 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 SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS 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.]
No.: __
CUSIP No.: 09643P AA 6 Principal Amount:
$
----------------
BLYTH INDUSTRIES, INC.
7.90% Senior Notes due 2009
Blyth Industries, Inc., a Delaware corporation (hereinafter called the
"Company", which term includes any successor under the Indenture referred to
below), for value received, hereby promises to pay to ___________ or registered
assigns, the principal sum of _____________ ($________) on October 1, 2009, and
to pay interest thereon from September 29, 1999 or from the most recent date to
which interest has been paid or duly provided for, semiannually on April1 and
October 1 of each year (each, an "Interest Payment Date"), commencing April 1,
2000, and at Maturity, at the rate of 7.90% per annum, until the principal
hereof is paid or duly made available for payment. Interest on this Note shall
be calculated on the basis of a 360-day year consisting of twelve 30-day months.
The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will, as provided in such 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, which shall
be the March 15 or September 15 (whether or not a Business Day), as the case may
be, immediately preceding such Interest Payment Date.
Any such interest which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date shall forthwith cease to be payable
to the registered holder hereof on the relevant Regular Record Date by virtue of
having been such holder, and may be paid to the Person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of business
on a 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 ten days prior to such Special Record Date.
Payment of the principal of, premium, if any, and the interest on this
Note will be made at the office or agency of the Company maintained for that
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; provided, however, that, at the
option of the Company, principal, premium, if any, and interest may be paid by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register except a holder of $10,000,000 or more in
aggregate principal amount of the Notes will be entitled to receive payments by
wire
transfer upon written request to the Trustee not less than ten Business Days
prior to the applicable Interest Payment Date.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee under the Indenture by the manual signature of one of
its authorized signatories, this Note shall not be entitled to any benefits
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated:
BLYTH INDUSTRIES, INC.
Attest: By:
--------------------------------
Name:
Title:
------------------------------
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated
therein referred to in the within-mentioned Indenture.
FIRST UNION NATIONAL BANK, as Trustee
By:
----------------------------------------
Authorized Signatory
[REVERSE OF NOTE]
BLYTH INDUSTRIES, INC.
7.90% Senior Notes due 2009
1. INDENTURE. This Note is one of a duly authorized issue of Securities
of the Company (herein called the "Notes") issued and to be issued under an
Indenture dated as of May20,1999 and First Supplemental Indenture dated
September 29, 1999 (collectively called, together with all indentures
supplemental thereto, the "Indenture") among the Company and First Union
National Bank, as trustee (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, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the holders of the Notes, and the terms upon which the Notes
are, and are to be, authenticated and delivered. This Note is one of the
Securities of the series designated on the face hereof, limited in aggregate
principal amount to $150 million.
Capitalized terms used in this Note which are not defined herein shall
have the meanings assigned to them in the Indenture.
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 and in the
Indenture prescribed.
2. REDEMPTIOn. The Notes are subject to redemption at any time at the
option of the Company as provided in the Indenture. The Notes are not entitled
to any sinking fund.
3. DEFAULTS AND REMEDIES. If an Event of Default with respect to the
Notes shall occur and be continuing, the principal of the Notes may be declared
due and payable in the manner and with the effect provided in the Indenture.
4. AMENDMENTS AND WAIVERS. 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
Notes of each series issued 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
aggregate principal amount of the Notes at the time Outstanding of each series
affected thereby. The Indenture also contains provisions permitting the holders
of specified percentages in aggregate principal amount of the Notes of any
series at the time Outstanding, on behalf of the holders of all Notes 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 except a
default in the payment of the principal of, premium, if any, or interest on any
Note. Any such consent or waiver by the holder of this Note shall be conclusive
and binding upon such holder and upon all future holders of this Note and of any
Notes issued upon the registration of transfer hereof or in exchange here for or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.
5. SATISFACTION AND DISCHARGE OF Indenture. The Indenture contains
provisions whereby (i) the Company may be discharged from its obligations with
respect to the Notes (subject to certain exceptions) or (ii) the Company may be
released from its obligations under specified covenants and agreements in the
Indenture, in each case if the Company irrevocably deposits with the Trustee
money or U.S. Government Obligations sufficient to pay and discharge the entire
indebtedness on all Notes, and satisfies certain other conditions, all as more
fully provided in the Indenture.
6. DENOMINATIONS, TRANSFER AND EXCHANGE. The Notes will be issued only
in fully registered form without coupons and will be a "Registered Security"
under the Indenture. The Notes will be issued in fully registered book-entry
form, and will be represented by one or more fully registered global securities
(the "Global Securities") deposited with or on behalf of the DTC and registered
in the name of the DTC or its nominee. Interests in the Global Securities will
be shown on, and transfers thereof will be effected only through, records
maintained by the DTC (with respect to its participants' interests) and the
DTC's participants (with respect to beneficial ownership interests). So long as
the DTC or its nominee is the registered owner of a Global Security, such
registered owner will be considered the sole owner or holder of the Notes
represented by such Global Security for all purposes under the Indenture. Except
as otherwise provided in the Indenture, beneficial owners will not be entitled
to have any of the individual Notes represented by such Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of any such Notes in definitive form and will not be considered the
owners or holders thereof under the Indenture. Notes will be issued in
denominations of $1,000 and any integral multiple thereof.
Payments of principal of and interest on Notes represented by a Global
Security registered in the name of the DTC or its nominee will be made to the
DTC or its nominee, as the case may be, as the registered owner of the Global
Security representing such Notes. None of the Company, the Trustee, any Paying
Agent or the Security Registrar for such Notes will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of the Global Security for such Notes or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests. The Notes may be transferred or exchanged only through a
participant in the DTC.
7. PERSONS DEEMED OWNERS. Prior to the time of 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 shall be overdue, and neither
the Company, the Trustee nor any agent shall be affected by notice to the
contrary.
8. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
"CUSIP" numbers to be printed on the Notes as a convenience to the holders of
the Notes. No representation is made as to the correctness or accuracy of such
CUSIP numbers as printed on the Notes, and reliance may be placed only on the
other identification numbers printed hereon.
9. AUTHENTICATION. Unless the certificate of authentication hereon has
been executed by or on behalf of the Trustee under the Indenture by the manual
signature of one of its authorized signatories, this Note shall not be entitled
to any benefits under the Indenture or be valid or obligatory for any purpose.
THE INDENTURE AND THE NOTES INCLUDING THIS NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
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