LIBERTY FINANCIAL COMPANIES, INC.
[_______] Note due [_______],[_______]
[Registered] CUSIP [_______]
No. R-1 U.S. $[_______]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY (AS
DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Liberty Financial Companies, Inc., a corporation organized and existing
under the laws of the State of Massachusetts (hereinafter called the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of [_______] DOLLARS ($[_______]) on
[_______], [_______] and to pay interest thereon from [_______], [_______] or
from the most recent interest payment date to which interest has been paid or
duly provided for, semi-annually on [_______] and [_______], in each year,
commencing on [_______], at the rate of [_______] % per annum until the
principal hereof is paid or such payment is duly provided for. 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 next preceding [_______] and [_______], respectively (each
respectively a "Record Date"), subject to certain exceptions as provided in the
Indenture. Payment of the principal of, and interest on, this Note will be made
at the designated office or agency of the Company maintained for such purpose in
The City of New York, New York [or the City of Boston, Massachusetts] in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debt or, at the option of the
Company, interest so payable may be paid by check to the order of said Holder
mailed to his address appearing on the Security Register. Any interest not so
punctually paid or duly provided for shall be payable as provided in the Note.
Interest on this Note will be computed on the basis of a 360-day year of twelve
30-day months.
Reference is hereby 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
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Liberty Financial Companies, Inc. has caused this
instrument to be duly executed under its corporate seal.
LIBERTY FINANCIAL COMPANIES, INC.
By ______________________________
Title:
Attest: _______________________
Secretary
Dated: [_______]
Trustee's Certificate of Authentication
This is one of the Securities of the series designated herein and
referred to in the within-mentioned Indenture.
[ ],
as Trustee
By ______________________________
Authorized Signatory
[Reverse of Note]
LIBERTY FINANCIAL COMPANIES, INC.
[_______] % Note due [_______]
This Note is one of a duly authorized issue of Securities of the
Company of a series hereinafter specified, all issued and to be issued under an
Indenture dated as of [_______] (herein called the "Indenture"), between the
Company and [ ], 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 Holder of the Securities and the terms upon
which the Securities are, and are to be, authenticated and delivered. The
Securities may be issued in one or more series, the terms of which different
series may vary as provided in the Indenture. This Note is one of a series of
the Securities of the Company designated as its [_______]% Notes due [_______]
(herein called the "Notes"), limited in aggregate principal amount to
$[_______], except as otherwise provided in the Indenture.
The Notes are not redeemable prior to maturity and are not entitled to
any sinking fund. If an Event of Default shall occur with respect to the Notes,
the principal of the Notes may be declared due and payable in the manner and
with the effect provided in the Indenture.
The Indenture contains provisions for defeasance at any time of the
Notes, upon which the Company, at its option, shall be deemed to have been
Discharged from its obligations with respect to the Notes or shall cease to be
under any obligation to comply with certain restrictive covenants of the
Indenture.
Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the Outstanding Securities affected by such amendment or
supplement voting as one class. Without the consent of any Holder, the Company
and the Trustee may amend or supplement the Indenture or the Notes to, among
other things, cure any ambiguity, defect or inconsistency. Subject to certain
exceptions, any past default or Event of Default may be waived by the Holders of
at least a majority in principal amount of the Outstanding Securities of any
series affected on behalf of the Holders of the Securities of that series or the
Holders of at least a majority in principal amount of all the Outstanding
Securities voting as one class. 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 transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note or upon any Note issued upon the transfer hereof
or in exchange herefor or in lieu hereof.
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 times, place, and rate, and in the coin or currency, herein prescribed.
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As provided in the Indenture and subject to certain limitations therein
set forth, this Note is transferable on the Security Register of the Company,
upon surrender of this Note for transfer at the office or agency of the Company
in The City of New York, New York, [or the City of Boston, Massachusetts] duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and 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.
The Notes are issuable in registered form without coupons in
denominations of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, this Note is
exchangeable for a like aggregate principal amount of Notes of different
authorized denominations as requested by the Holder surrendering the same.
No service charge will be made for any such 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.
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 the purpose of receiving payment as herein provided and for all other
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.
No recourse shall be had for the payment of the principal of, or the
interest on, this Note or for any claim based hereon or otherwise in any manner
in respect hereof, or in respect of the Indenture, against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitutional provision or statute or rule of law, or by the enforcement of any
assessment or penalty or in any other manner, all such liability being expressly
waived and released by the acceptance hereof and as part of the consideration
for the issue hereof.
All capitalized terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
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