EXHIBIT 4.2
FORM OF
FIXED RATE MEDIUM-TERM NOTE
[FACE OF NOTE]
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (THE "DEPOSITARY") OR A NOMINEE THEREOF. THIS NOTE 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 MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY, 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.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY, TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), 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./1/
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/1/ These paragraphs apply to global Notes only.
AMGEN INC.
MEDIUM-TERM NOTE
(Fixed Rate)
REGISTERED No.: CUSIP No.:__________ PRINCIPAL AMOUNT:
FXR-______ $_____________
ORIGINAL ISSUE DATE: INTEREST RATE: ___ % STATED MATURITY:
DEFAULT RATE: ___% per annum
INTEREST PAYMENT DATE(S): RECORD DATE(S):
[_] June 1 and December 1 [_] Fifteenth day (whether or not a
[_] Other: Business Day) immediately preceding
the related Interest Payment Date
[_] Other:
REDEMPTION COMMENCEMENT INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: ___% PERCENTAGE
REDUCTION: ___%
OPTIONAL REPAYMENT [_] CHECK IF AN ORIGINAL ISSUE DISCOUNT NOTE
DATE(S): Issue Price: $___________
SPECIFIED CURRENCY: AUTHORIZED DENOMINATION: EXCHANGE RATE
[_] United States dollars [_] $1,000 and integral AGENT (if other than
[_] Other: multiples thereof CITIBANK, N.A.):
[_] Other:
ADDENDUM ATTACHED: OTHER/ADDITIONAL PROVISIONS:
[_] Yes
[_] No
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Amgen Inc., a Delaware corporation (the "Corporation", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to ____________, or registered
assigns, the principal sum of ______________, on the Stated Maturity specified
above (or any Redemption Date or Repayment Date, each as defined on the reverse
hereof) (each such Stated Maturity, Redemption Date or Repayment Date being
hereinafter referred to as the "Maturity Date" with respect to the principal
repayable on such date) and to pay interest thereon, at the Interest Rate per
annum specified above, until the principal hereof is paid or duly made available
for payment, and (to the extent that the payment of such interest shall be
legally enforceable) at the Default Rate per annum specified above on any
overdue principal, premium and/or interest. The Corporation will pay interest
in arrears on each Interest Payment Date, if any, specified above (each, an
"Interest Payment Date"), commencing with the first Interest Payment Date next
succeeding the Original Issue Date specified above, and on the Maturity Date;
provided, however, that unless otherwise specified on the face hereof, if the
Original Issue Date occurs between a Record Date (as defined below) and the next
succeeding Interest Payment Date, interest payments will commence on the second
Interest Payment Date next succeeding the Original Issue Date to the registered
holder of this Note (the "Holder") on the Record Date with respect to such
second Interest Payment Date. Interest on this Note will be computed on the
basis of a 360-day year of twelve 30-day months.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions."
Interest on this Note will accrue from and including the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from and including the Original Issue Date if no interest has been paid
or duly provided for) to but excluding the applicable Interest Payment Date or
the Maturity Date, as the case may be (each, an "Interest Period"). Unless
otherwise specified on the face hereof, the interest so payable and punctually
paid or duly provided for on any Interest Payment Date will, subject to certain
exceptions described herein, 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
fifteenth day (whether or not a Business Day, as defined below) immediately
preceding such Interest Payment Date (the "Record Date"); provided, however,
that interest payable on the Maturity Date will be payable to the person to whom
the principal hereof and premium, if any, hereon
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shall be payable. Any such interest not so punctually paid or duly provided for
("Defaulted Interest") will forthwith cease to be payable to the Holder on any
Record Date, and shall be paid to the person in whose name this Note is
registered at the close of business on a special record date (the "Special
Record Date") for the payment of such Defaulted Interest to be fixed by the
Trustee (as defined on the reverse hereof), notice whereof shall be given to the
Holder of this Note by the Trustee not less than 15 calendar days prior to such
Special Record Date.
Payment of principal, premium, if any, and interest in respect of this
Note due on the Maturity Date will be made in immediately available funds upon
presentation and surrender of this Note (and, with respect to any applicable
repayment of this Note, a duly completed election form as contemplated on the
reverse hereof) at (i) the corporate trust office of the Trustee currently
located at Citibank, N.A., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, X.X. 10043 or
(ii) the office or agency maintained by the Corporation for such purpose in the
Borough of Manhattan, The City of New York, currently the offices of the Trustee
located at Citibank, N.A., 000 Xxxx Xxxxxx, 00/xx/ Xxxxx, Xxx Xxxx, X.X. 10043;
provided, however, that if such payment is to be made in a Specified Currency
other than United States dollars as set forth below, such payment will be made
by wire transfer of immediately available funds to an account with a bank
designated by the Holder hereof at least 15 calendar days prior to the Maturity
Date, provided that such bank has appropriate facilities therefor and that this
Note (and, if applicable, a duly completed repayment election form) is presented
and surrendered at the aforementioned office of the Trustee in time for the
Trustee to make such payment in such funds in accordance with its normal
procedures. Unless otherwise specified on the face hereof, payment of interest
due on any Interest Payment Date other than the Maturity Date will be made at
the office or agency referred to above maintained by the Corporation for such
purpose or, at the option of the Corporation, may be made by check mailed to the
address of the person entitled thereto as such address shall appear in the
security register of the Corporation maintained at the aforementioned office of
the Trustee; provided, however, that a holder of U.S. $10,000,000 (or, if the
Specified Currency specified above is other than United States dollars, the
equivalent thereof in the Specified Currency) or more in aggregate principal
amount of Notes (whether having identical or different terms and provisions)
will be entitled to receive interest payments on such Interest Payment Date by
wire transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 15
calendar days prior to such Interest Payment Date. Any such wire transfer
instructions received by the Trustee shall remain in effect until revoked by
such Xxxxxx.
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If any Interest Payment Date or the Maturity Date falls on a day that
is not a Business Day, the required payment of principal, premium, if any,
and/or interest shall be made on the next succeeding Business Day with the same
force and effect as if made on the date such payment was due, and no interest
shall accrue with respect to such payment for the period from and after such
Interest Payment Date or the Maturity Date, as the case may be, to the date of
such payment on the next succeeding Business Day.
As used herein, "Business Day" means any day except a Saturday, Sunday
or a legal holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to close; provided,
however, that if the Specified Currency is other than United States dollars and
any payment is to be made in the Specified Currency in accordance with the
provisions hereof, such day is also not a day on which banking institutions are
authorized or required by law, regulation or executive order to close in the
Principal Financial Center (as defined below) of the country issuing the
Specified Currency (or, in the case of European Currency Units ("ECU"), is not a
day that appears as an ECU non-settlement day on the display designated as
"ISDE" on the Xxxxxx Monitor Money Rates Service (or a day so designated by the
ECU Banking Association) or, if ECU non-settlement days do not appear on that
page (and are not so designated), is not a day on which payments in ECU cannot
be settled in the international interbank market). "Principal Financial Center"
means the capital city of the country issuing the Specified Currency, except
that with respect to United States dollars, Australian dollars, Canadian
dollars, Deutsche marks, Dutch guilders, Italian lire, Swiss francs and ECU, the
"Principal Financial Center" shall be The City of New York, Sydney, Toronto,
Frankfurt, Amsterdam, Milan, Zurich and Luxembourg, respectively.
The Corporation is obligated to make payments of principal, premium,
if any, and interest, if any, in respect of this Note in the Specified Currency
(or, if the Specified Currency is not at the time of such payment legal tender
for the payment of public and private debts, in such other coin or currency of
the country which issued the Specified Currency as at the time of such payment
is legal tender for the payment of such debts). If the Specified Currency is
other than United States dollars, any such amounts so payable by the Corporation
will be converted by the Exchange Rate Agent specified above into United States
dollars for payment to the Holder of this Note; provided, however, that the
Holder of this Note may elect to receive such amounts in such Specified Currency
pursuant to the provisions set forth below.
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If the Specified Currency is other than United States dollars and the
Holder of this Note shall not have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest,
if any, in respect of this Note in the Specified Currency, any United States
dollar amount to be received by the Holder of this Note will be based on the
highest bid quotation in The City of New York received by the Exchange Rate
Agent at approximately 11:00 A.M., New York City time, on the second Business
Day preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and approved by the Corporation for the purchase by the quoting
dealer of the Specified Currency for United States dollars for settlement on
such payment date in the aggregate amount of the Specified Currency payable to
all holders of Notes scheduled to receive United States dollar payments and at
which the applicable dealer commits to execute a contract. All currency
exchange costs will be borne by the Holder of this Note by deductions from such
payments. If three such bid quotations are not available, payments on this Note
will be made in the Specified Currency.
If the Specified Currency is other than United States dollars, the
Holder of this Note may elect to receive all or a specified portion of any
payment of principal, premium, if any, and/or interest, if any, in respect of
this Note in the Specified Currency by submitting a written request for such
payment to the Trustee at its Corporate Trust Office in the Borough of
Manhattan, The City of New York on or prior to the applicable Record Date or at
least 15 calendar days prior to the Maturity Date, as the case may be. Such
written request may be mailed or hand delivered or sent by cable, telex or other
form of facsimile transmission. The Holder of this Note may elect to receive
all or a specified portion of all future payments in the Specified Currency in
respect of such principal, premium, if any, and/or interest, if any, and need
not file a separate election for each payment. Such election will remain in
effect until revoked by written notice to the Trustee, but written notice of any
such revocation must be received by the Trustee on or prior to the applicable
Record Date or at least 15 calendar days prior to the Maturity Date, as the case
may be.
If the Specified Currency is other than United States dollars or a
composite currency and the Holder of this Note shall have duly made an election
to receive all or a specified portion of any payment of principal, premium, if
any, and/or interest, if any, in respect of this Note in the Specified Currency
and if the Specified Currency is not available due to the imposition of exchange
controls or other circumstances beyond the control of the Corporation, or is no
longer used by the
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government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Corporation will be entitled to satisfy its obligations to the Holder
of this Note by making such payment in United States dollars on the basis of the
Market Exchange Rate (as defined below) on the second Business Day prior to such
payment date or, if such Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate; provided, however,
that if such Specified Currency is replaced by a single European currency, the
payment of principal of, premium, if any, or interest, if any, on this Note
denominated in such currency shall be effected in the new single European
currency in conformity with legally applicable measures taken pursuant to, or by
virtue of, the treaty establishing the European Community, as amended by the
treaty on European Unity. The "Market Exchange Rate" for the Specified Currency
means the noon dollar buying rate in The City of New York for cable transfers
for the Specified Currency as certified for customs purposes by (or if not so
certified, as otherwise determined by) the Federal Reserve Bank of New York. Any
payment made under such circumstances in United States dollars or a new single
European currency where the required payment is in a Specified Currency other
than United States dollars or such single European currency, respectively, will
not constitute an Event of Default (as defined in the Indenture) under the
Indenture with respect to the Notes.
If the Specified Currency is a composite currency and the Holder of
this Note shall have duly made an election to receive all or a specified portion
of any payment of principal, premium, if any, and/or interest, if any, in
respect of this Note in the Specified Currency and if such composite currency is
unavailable due to the imposition of exchange controls or other circumstances
beyond the control of the Corporation, then the Corporation will be entitled to
satisfy its obligations to the Holder of this Note by making such payment in
United States dollars. The amount of each payment in United States dollars
shall be computed by the Exchange Rate Agent on the basis of the equivalent of
the composite currency in United States dollars. The component currencies of
the composite currency for this purpose (collectively, the "Component
Currencies" and each, a "Component Currency") shall be the currency amounts that
were components of the composite currency as of the last day on which the
composite currency was used. The equivalent of the composite currency in United
States dollars shall be calculated by aggregating the United States dollar
equivalents of the Component Currencies. The United States dollar equivalent of
each of the Component Currencies shall be determined by the Exchange Rate Agent
on the basis of the most recently available Market Exchange Rate for each such
Component Currency, or as otherwise specified on the face hereof. Any
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payment made under such circumstances in United States dollars where the
required payment is in a Specified Currency that is a composite currency will
not constitute an Event of Default (as defined in the Indenture) under the
Indenture with respect to the Notes.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and, if so specified above, in the Addendum hereto,
which further provisions shall have the same force and effect as if set forth on
the face hereof.
Unless the Certificate of Authentication hereon has been executed by
or on behalf of 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.
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IN WITNESS WHEREOF, the Corporation has caused this Note to be duly
executed under its corporate seal.
AMGEN INC.
By: ________________________________
Name:
Title:
(SEAL)
Dated:
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities referred to in the within-mentioned
Indenture.
CITIBANK, N.A.,
as Trustee
By: ____________________________
Authorized Signatory
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[REVERSE OF NOTE]
AMGEN INC.
MEDIUM-TERM NOTE
(Fixed Rate)
This Note is one of a duly authorized series of Securities (the
"Securities") of the Corporation issued and to be issued under an Indenture,
dated as of January 1, 1992, as supplemented by a First Supplemental Indenture,
dated as of February 26, 1997 (as amended or supplemented from time to time, the
"Indenture"), between the Corporation and Citibank N.A., as Trustee (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 Corporation, the Trustee and the holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Note is one of the series of Securities
designated as "Medium-Term Notes" (the "Notes"). All terms used but not defined
in this Note specified on the face hereof or in an Addendum hereto shall have
the meanings assigned to such terms in the Indenture.
This Note is issuable only in registered form without coupons in
minimum denominations of U.S.$1,000 and integral multiples thereof or the
minimum Authorized Denomination specified on the face hereof.
This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or repayable prior to the
Stated Maturity.
This Note will be subject to redemption at the option of the
Corporation on any date on or after the Redemption Commencement Date, if any,
specified on the face hereof, in whole or from time to time in part in
increments of U.S.$1,000 or the minimum Authorized Denomination (provided that
any remaining principal amount hereof shall be at least U.S.$1,000 or such
minimum Authorized Denomination), at the Redemption Price (as defined below),
together with unpaid interest accrued thereon to the date fixed for redemption
(each, a "Redemption Date"), on notice given not more than 60 nor less than 30
calendar days prior to the Redemption Date and in accordance with the provisions
of the Indenture. The "Redemption Price" shall initially be the Initial
Redemption Percentage specified on the face hereof multiplied by the unpaid
principal amount of this Note to be redeemed. The
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Initial Redemption Percentage shall decline at each anniversary of the
Redemption Commencement Date by an amount equal to the Annual Redemption
Percentage Reduction, if any, specified on the face hereof until the Redemption
Price is equal to 100% of the unpaid principal amount to be redeemed. In the
event of redemption of this Note in part only, a new Note of like tenor for the
unredeemed portion hereof and otherwise having the same terms as this Note shall
be issued in the name of the Holder hereof upon the presentation and surrender
hereof.
This Note will be subject to repayment by the Corporation at the
option of the Holder hereof on the Optional Repayment Date(s), if any, specified
on the face hereof, in whole or in part in increments of U.S.$1,000 or the
minimum Authorized Denomination (provided that any remaining principal amount
hereof shall be at least U.S.$1,000 or such minimum Authorized Denomination), at
a repayment price equal to 100% of the unpaid principal amount to be repaid,
together with unpaid interest accrued hereon to the date fixed for repayment
(each, a "Repayment Date"). For this Note to be repaid, this Note must be
received, together with the form hereon entitled "Option to Elect Repayment"
duly completed, by the Trustee at its Corporate Trust Office in the Borough of
Manhattan, The City of New York (or at such other address of which the
Corporation shall from time to time designate and notify holders of the Notes)
not more than 60 nor less than 30 calendar days prior to the Repayment Date.
Exercise of such repayment option by the Holder hereof will be irrevocable. In
the event of repayment of this Note in part only, a new Note of like tenor for
the unrepaid portion hereof and otherwise having the same terms as this Note
shall be issued in the name of the Holder hereof upon the presentation and
surrender hereof.
If this is a Global Security representing Book-Entry Notes, only the
Depositary may exercise the repayment option in respect of this Note.
Accordingly, if this is a Global Security representing Book-Entry Notes and the
beneficial owner desires to have all or any portion of the Book-Entry Note
represented by this Global Security repaid, the beneficial owner must instruct
the Participant through which he owns his interest to direct the Depositary to
exercise the repayment option on his behalf by delivering this Note and duly
completed election form to the Trustee as aforesaid.
If this Note is an Original Issue Discount Note as specified on the
face hereof, the amount payable to the Holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to the sum of
(i) the Issue Price specified on the face hereof (increased by any accruals of
the Discount, as defined
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below) and, in the event of any redemption of this Note (if applicable),
multiplied by the Initial Redemption Percentage (as adjusted by the Annual
Redemption Percentage Reduction, if applicable) and (ii) any unpaid interest on
this Note accrued from the Original Issue Date to the Redemption Date, Repayment
Date or date of acceleration of maturity, as the case may be. The difference
between the Issue Price and 100% of the principal amount of this Note is
referred to herein as the "Discount."
For purposes of determining the amount of Discount that has accrued as
of any Redemption Date, Repayment Date or date of acceleration of maturity of
this Note, such Discount will be accrued so as to cause the yield on the Note to
be constant. The constant yield will be calculated using a 30-day month, 360-
day year convention, a compounding period that, except for the Initial Period
(as defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the "Initial Period")
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence.
In case an Event of Default (as defined in the Indenture) shall have
occurred and be continuing, the principal of all of the Notes may be declared,
and upon such declaration shall become, due and payable in the manner, with the
effect and subject to the conditions provided in the Indenture.
Subject to certain exceptions requiring the consent of the holders of
each of the affected Securities, at such time as the Notes are the only
Securities then outstanding under the Indenture, the Indenture or the Notes may
be amended or supplemented with the consent of the holders of not less than a
majority in principal amount of the Notes then outstanding affected by such
amendment or supplement. Any past default or compliance with any provision as to
the Notes may be waived with the consent of the holders of a majority in
principal amount of the Notes then outstanding. Without the consent of any
holder of Notes, the Corporation and the Trustee may amend or supplement the
Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency or to make any change that does not materially adversely affect
the rights of any holder.
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As provided in the Indenture and subject to certain limitations
therein and herein set forth, the transfer of this Note is registrable in the
security register of the Corporation upon surrender of this Note for
registration of transfer at the office or agency of the Corporation in any place
where the principal hereof and any premium or interest hereon are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Corporation and the Trustee 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.
As provided in the Indenture and subject to certain limitations
therein and herein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of different authorized denominations but otherwise
having the same terms and conditions, as requested by the Holder hereof
surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Note,
the Corporation, the Trustee, any paying agent and any security registrar may
deem and treat the registered holder hereof as the absolute owner hereof
(whether or not this Note shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the security registrar)
for the purpose of receiving payment of or on account of the principal hereof
(and premium, if any) and interest due hereon and for all other purposes, and
neither the Corporation nor the Trustee nor any paying agent nor any security
registrar shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of (or
premium, if any) or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture, against
any incorporator, stockholder, officer or director, past, present or future, as
such, of the Corporation or of any predecessor or successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issuance hereof,
expressly waived and released.
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The Indenture and the Notes are deemed to be a contract 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, without regard to conflicts
of laws.
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Corporation to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to _____% of the principal amount to be repaid,
together with unpaid interest accrued hereon to the Repayment Date, to the
undersigned, at
---------------------------------------------------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office in the Borough of Manhattan, The City of New York, currently
located at 000 Xxxx Xxxxxx, 00/xx/ Xxxxx, Xxx Xxxx, X.X. 10043, not more than 60
nor less than 30 calendar days prior to the Repayment Date, this Note with this
"Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion thereof (which shall be in increments of U.S.$1,000 (or, if
the Specified Currency is other than United States dollars, the minimum
Authorized Denomination specified on the face hereof)) which the Holder elects
to have repaid and specify the denomination or denominations (which shall be an
Authorized Denomination) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
Principal Amount to be Repaid: $_________________
Date:____________ ____________________________
Signature
Notice: The signature(s) on this Option to Elect Repayment
must correspond with the name(s) as written upon the
face of this Note in every particular, without
alteration or enlargement or any change whatsoever.
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