EXHIBIT 4.7
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, SUCH REGISTRATION.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER OF NOVEMBER 26, 1996 AND
THE LAST DATE ON WHICH THE COMPANY OR ANY "AFFILIATE" OF THE COMPANY WAS THE
OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE
COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) SO LONG AS THIS SECURITY IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON
IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT
THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION
OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO
CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii)
IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR
AND, IF APPLICABLE, THE TRANSFEREE TO THE TRUSTEE.
THE HOLDER OF THIS SECURITY IS OBLIGATED, TO THE EXTENT PERMITTED BY LAW,
TO PROMPTLY TENDER THIS SECURITY IN EXCHANGE FOR A SUBSTANTIALLY IDENTICAL
SECURITY OF A DIFFERENT SERIES, IF AND WHEN SUCH EXCHANGE OFFER IS CONDUCTED BY
THE COMPANY
PURSUANT TO THE DEBENTURE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT.
FIRST BANK SYSTEM, INC.
8.09% JUNIOR SUBORDINATED DEBENTURE DUE NOVEMBER 15, 2026
Registered
No.:
First Bank System, Inc., a corporation organized and existing under the
laws of Delaware (hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ___________________, the principal sum of
_________________ DOLLARS ($_____________) on November 15, 2026 (the "Stated
Maturity"). The Company further promises to pay interest on said principal sum
from November 15, 1996 or from the most recent interest payment date (each such
date, an "Interest Payment Date") on which interest has been paid or duly
provided for, semi-annually (subject to deferral as set forth herein) in arrears
on May 15 and November 15 each year commencing May 15, 1997 at the rate of 8.09%
per annum, until the principal hereof shall have become due and payable, plus
Additional Interest, if any, plus Special Interest, if any, until the principal
hereof is paid or duly provided for or made available for payment and on any
overdue principal and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the rate of 8.09% per annum, compounded semi-annually. The amount
of interest payable for any period shall be computed on the basis of twelve 30-
day months and a 360-day year. The amount of interest payable for any partial
period shall be computed on the basis of the number of days elapsed in a 360-day
year of twelve 30-day months. In the event that any date on which interest is
payable on this Security is not a Business Day, then a payment of the interest
payable on such date will be made on the next succeeding day which is a Business
Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the date the payment was originally
payable. A "Business Day" shall mean any day other than (i) a Saturday or
Sunday, (ii) a day on which banking institutions in The City of New York are
authorized or required by law or executive order to remain closed or (iii) a day
on which the Corporate Trust Office of the Trustee, or the principal office of
the Property Trustee under the Trust Agreement (hereinafter referred to) for FBS
Capital I is closed for business. The interest installment 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 Security (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest installment, which shall be the
Business Day immediately preceding such Interest Payment Date. Any such
interest installment 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 less than 10
days prior to such Special Record Date, or 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 said Indenture.
So long as no Event of Default has occurred and is continuing, the Company
shall have the right at any time during the term of this Security to defer
payment of interest on this Security, at any time or from time to time, for up
to 10 consecutive semi-annual interest payment periods with respect to each
deferral period (each an "Extension Period"), (during which Extension Periods
the Company shall have the right to make partial payments of interest on any
Interest Payment Date, and at the end of which the Company shall pay all
interest then accrued and unpaid (together with Additional Interest thereon to
the extent permitted by applicable law)); provided, however, that no Extension
Period shall extend beyond the Stated Maturity of the principal of this
Security; provided, further, that during any such Extension Period, the Company
shall not, and shall not permit any Subsidiary of the Company to, (i) declare or
pay any dividends or distributions or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's capital stock (which
includes common and preferred stock), or (ii) make any payment of principal of
or interest or premium, if any, on or repay, repurchase or redeem any debt
security of the Company (including Securities issued by the Company pursuant to
the Indenture other than the Securities represented by this certificate) that
ranks pari passu with or junior in interest to this Security or make any
guarantee payments with respect to any guarantee by the Company of the debt
securities of any Subsidiaries of the Company (including FBS Guarantees other
than the FBS Guarantee related to the Capital Securities issued by FBS Capital
I) if such guarantee ranks pari passu with or junior in interest to this
Security (other than (a) dividends or distributions in Common Stock of the
Company, (b) any declaration of a dividend in connection with the implementation
of a stockholders' rights plan, or the issuance of stock under any such plan in
the future or the redemption or repurchase of any such rights pursuant thereto,
(c) payments under the FBS Guarantee related to the Capital Securities issued by
FBS Capital I, and (d) purchases of Common Stock related to the issuance of
Common Stock or rights under any of the Company's benefit plans for its
directors, officers or employees). Prior to the termination of any such
Extension Period, the Company may further extend such Extension Period, provided
that such extension does not cause such Extension Period to exceed 10
consecutive semi-annual periods or extend beyond the Stated Maturity. Upon the
termination of any such Extension Period and upon the payment of all amounts
then due, and subject to the foregoing limitation, the Company may elect to
begin a new Extension Period. No interest shall be due and payable during an
Extension Period except at the end thereof. The Company shall give the Trustee,
the Property
Trustee and the Administrative Agents of FBS Capital I, notice of its election
to begin any Extension Period at least five Business Days prior to the earlier
of (i) the date on which Distributions on the Capital Securities would be
payable except for the election to begin such Extension Period, or (ii) the date
the Administrative Agents are required to give notice to any automated quotation
system or to holders of such Capital Securities of the record date or the date
such Distributions are payable, but in any event not less than five Business
Days prior to such record date.
If the Company makes an exchange offer pursuant to Section 2(a) of the
Debenture Exchange and Registration Rights Agreement and, pursuant to such
offer, the Company offers to exchange the Securities represented by this Global
Security for substantially identical Securities of a new series issued pursuant
to the Indenture, then, to the extent permitted by law, each Holder of the
Securities shall be obligated to tender all the Securities held by such Holder
in exchange for a like principal amount of the Securities of such new series in
accordance with the Company's instructions. By its acceptance hereof, Holder
agrees to tender the Securities promptly, if and when such exchange offer is
made by the Company. If the Company does not comply with certain of its
obligations under the Registration Rights Agreements, the Securities shall, in
accordance with Section 2(c) of the Capital Securities Exchange and Registration
Rights Agreement and Section 2(c) of the Debenture Exchange and Registration
Rights Agreement, bear an additional Special Interest, as liquidated damages, at
a rate of .25% per annum on the principal amount thereof.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the United States, 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 (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Securities Register or (ii) by wire
transfer in immediately available funds at such place and to such account as may
be designated by the Person entitled thereto as specified in the Securities
Register.
The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, unsecured and will rank junior and subordinate and subject in
right of payments to the prior payment in full of all Senior and Subordinated
Debt, and this Security is issued subject to the provisions of the Indenture
with respect thereto. Each Holder of this Security, by accepting the same, (a)
agrees to and shall be bound by such provisions, (b) authorizes and directs the
Trustee on his behalf to take such actions as may be necessary or appropriate to
effectuate the subordination so provided and (c) appoints the Trustee his
attorney-in-fact for any and all such purposes. Each Holder hereof, by his
acceptance hereof, waives all notice of the acceptance of the subordination
provisions contained herein and in the Indenture by each holder of Senior and
Subordinated Debt, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.
Reference is hereby made to the further provisions of this Security 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 referred to on the reverse hereof 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.
FIRST BANK SYSTEM, INC.
Dated: November 26, 1996
By ________________________
Xxxxx X. Xxxxxxxxxxx
Senior Vice President
and Treasurer
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
[SEAL]
THIS IS ONE OF THE SECURITIES OF THE
SERIES DESIGNATED HEREIN AND ISSUED
PURSUANT TO THE WITHIN-MENTIONED Attest______________________
INDENTURE. Xxxxx X. Xxxxx
Vice President and
Assistant Secretary
WILMINGTON TRUST COMPANY,
as Trustee
By _________________________
Its _____________________
FORM OF REVERSE OF SECURITY.
FIRST BANK SYSTEM, INC.
8.09% JUNIOR SUBORDINATED DEBENTURE DUE NOVEMBER 15, 2026
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued in one series under a Junior
Subordinated Indenture, dated as of November 15, 1996, between the Company and
Wilmington Trust Company, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture) as supplemented pursuant to
Section 3.1 thereof by the Officers' Certificate dated November 26, 1996 (herein
called 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 Trustee, the
Company 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 face hereof, limited in aggregate principal
amount to $309,279,000.
All terms used in this Security that are defined in the Indenture and in
the Trust Agreement, dated as of November 26, 1996, as amended (the "Trust
Agreement"), for FBS Capital I among First Bank System, Inc., as Depositor, and
the Trustees named therein, shall have the meanings assigned to them in the
Indenture or the Trust Agreement, as the case may be.
The Company may at any time, at its option, on or after November 15, 2006,
subject to the terms and conditions of Article XI of the Indenture and paragraph
(6) of the Officers' Certificate, and subject to FBS having received prior
approval of the Board of Governors of the Federal Reserve System (the "Federal
Reserve") if then required under applicable capital guidelines or policies of
the Federal Reserve, prepay this Security in whole but not in part, at a
prepayment price (the "Optional Prepayment Price") equal to the percentage of
the outstanding principal amount of the Securities specified below, plus, in
each case accrued interest thereon to the date of prepayment:
November 15, 2006 to November 14, 2007: 104.045%
November 15, 2007 to November 14, 2008: 103.641%
November 15, 2008 to November 14, 2009: 103.236%
November 15, 2009 to November 14, 2010: 102.832%
November 15, 2010 to November 14, 2011: 102.427%
November 15, 2011 to November 14, 2012: 102.023%
November 15, 2002 to November 14, 2013: 101.618%
November 15, 2013 to November 14, 2014: 101.214%
November 15, 2014 to November 14, 2015: 100.809%
November 15, 2015 to November 14, 2016: 100.405%
On or after November 15, 2016: 100%
Upon the occurrence and during the continuation of a Tax Event in respect
of FBS Capital I, the Company may, at its option, at any time within 90 days of
the occurrence of such Tax Event prepay this Security, in whole (but not in
part), subject to the provisions of Section 11.7 and the other provisions of
Article XI of the Indenture, and at a prepayment price (the "Tax Event
Prepayment Price") equal to the greater of (i) 100% of the principal amount of
such Securities or (ii) as determined by a Quotation Agent (as defined below),
the sum of the present values of the remaining scheduled payments of principal
and interest thereon discounted to the prepayment date on a semi-annual basis
(assuming a 360 day year consisting of 30-day months) at the Adjusted Treasury
Rate, plus, in each case, accrued interest thereon to the date of prepayment.
"Adjusted Treasury Rate" means, with respect to any prepayment date, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue plus (i) if such prepayment date occurs prior to
November 15, 1997, 1.25% or (ii) if such prepayment date occurs on or after
November 15, 1997, 1.00%, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principle amount) equal to the Comparable
Treasury Price for such prepayment date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Securities to be prepaid 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 Securities.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Trustee after consultation with the Company. "Reference Treasury Dealer" means
(i) Xxxxxxx, Xxxxx & Co. and their respective successors; provided, however,
that if the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer; and (ii) any other Primary
Treasury Dealer selected by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any prepayment date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such prepayment date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (A) the average
of the Reference Treasury Dealer Quotations for such prepayment date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Trustee obtains fewer than three such Reference Treasury Dealer
Quotations, the average of all such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any prepayment date, 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 such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such prepayment date.
"Tax Event" means the receipt by FBS Capital I of an opinion of counsel
experienced in such matters to the effect that, as a result of any amendment to,
or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or which
pronouncement or decision is announced on or after the Issue Date, there is more
than an insubstantial risk that (i) FBS Capital I is, or will be within 90 days
of the date of such opinion, subject to United States Federal income tax with
respect to income received or accrued on the Securities, (ii) interest payable
by the Company on the Securities is not, or within 90 days of the date of such
opinion, will not be, deductible by the Company, in whole or in part, for United
States Federal income tax purposes, or (iii) FBS Capital I is, or will be within
90 days of the date of such opinion, subject to more than a de minimis amount of
other taxes, duties or other governmental charges.
Notice of any prepayment will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of Securities to be prepaid at
its registered address. Unless the Company defaults in payment of the
prepayment price, on and after the prepayment date interest ceases to accrue on
such Securities called for prepayment.
The Indenture contains provisions for satisfaction and discharge of the
entire indebtedness of this Security upon compliance by the Company with certain
conditions set forth in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of modifying in any manner the rights and obligations
of the Company and of the Holders of the Securities, with the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of each series to be affected by such supplemental indenture. The
Indenture also contains provisions permitting 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.
As provided in and subject to the provisions of the Indenture, if an Event
of Default with respect to the Securities of this series at the time Outstanding
occurs and is continuing, then and in every such case the Trustee or the Holders
of not less than 25% in principal amount of the Outstanding Securities of this
series may declare the principal amount of all the Securities of this series to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), provided that, in the case of the Securities
of this series issued to FBS Capital I, if upon an Event of Default, the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of this series fails to declare the principal of all the Securities
of this series to be immediately due and payable, the holders of at least 25% in
aggregate Liquidation Amount of the Capital Securities then outstanding shall
have such right by a notice in writing to the Company and the Trustee; and upon
any such declaration the principal amount of and the accrued interest (including
any Additional Interest) on all the Securities of this series shall become
immediately due and payable, provided that the payment of principal and interest
(including any Additional Interest) on such Securities shall remain subordinated
to the extent provided in Article XIII of the Indenture.
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 premium, if any) 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 Securities Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company maintained under Section 10.2 of the Indenture duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities 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. 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.
The Securities of this series are issuable only in registered form without
coupons in denominations of minimum denominations of $100,000 and any
integral multiples of $1,000 in excess 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 such series
of a different authorized denomination, as requested by the Holder surrendering
the same.
The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for United States Federal, state and local
tax purposes it is intended that this Security constitute indebtedness.
THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF.
________________________________
ABBREVIATIONS
The following abbreviations, when used in this instrument, 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 GIFT MIN ACT--_______________Custodian_______________
(Cust) (Minor)
under Uniform Gift to Minors Act
________________________________
(State)
Additional abbreviations may be used though not in the above list.
_________________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
[______________]________________________________________________________________
(Name and address of assignee, including zip code, must be
printed or typewritten)
________________________________________________________________________________
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
_______________________________________________________________________ Attorney
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated _______________ ___________________________________________
___________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock (Exchange).
CERTIFICATE OF TRANSFER
In connection with any transfer of this Note occurring prior to the
date that is three years after the later November __, 1996 and the last date on
which this Note (or any Predecessor Security) was owned by the Company or any
affiliate of the Company, the undersigned confirms that this Note is being
transferred:
CHECK ONE BOX BELOW
[_] (a) As long as this note is [_] (c) to an institutional
eligible for resale pursuant to Rule "accredited investor" (as defined in
144 under the Securities Act of Rule 501(a)(1), (2), (3) or (7) under
1933, as amended, to a person the the Securities Act of 1933, as
undersigned reasonably believes is a amended) that has furnished to the
"qualified institutional buyer" (a Trustee a signed letter containing
"QIB") as defined in such Rule 144A certain representations and
that purchases for its own account agreements (the form of which letter
or for the account of a QIB to whom can be obtained from the Trustee); or
notice is given that the transfer is
being made in reliance on such Rule
144A;
[_] (d) to the Company.
[_] (b) pursuant to offers and sales
to non-U.S. persons that occur
outside of the United States within
the meaning of Regulation S under
the Securities Act of 1933, as
amended;
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.
Dated:
______________________________
SIGNATURE
Signature Guaranteed:
______________________________
SIGNATURE
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.
The undersigned represents and warrants that it is acquiring this Note for
its own account or an account with respect to which it exercises sole investment
discretion and that it or any such account , as the case may be, is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.
Dated:
NOTICE: To be executed by an executive officer
______________________________
