EXHIBIT 4.4
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COMDISCO HOLDING COMPANY, INC.
AND
COMDISCO, INC.
11% SUBORDINATED SECURED NOTES DUE 2005
__________________________
FIRST SUPPLEMENTAL INDENTURE
Dated as of October 7, 2002
to INDENTURE
Dated as of August 12, 2002
__________________________
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
Trustee
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FIRST SUPPLEMENTAL INDENTURE, dated as of October 7, 2002 (the "First
Supplemental Indenture"), between Comdisco Holding Company, Inc., a Delaware
corporation (the "Company"), Comdisco, Inc., a Delaware corporation ("NLC"
and, together with the Company, the "Issuers"), and Xxxxx Fargo Bank
Minnesota, National Association, a national banking association, as trustee
(the "Trustee").
The Company, NLC and the Trustee mutually covenant and agree as
follows for the benefit of each other and for the equal and ratable benefit of
the holders (the "Holders") of the 11% Subordinated Secured Notes due 2005
(the "Notes"):
WITNESSETH
WHEREAS, the parties to this First Supplemental Indenture entered
into that certain Indenture, dated as of August 12, 2002 (the "Subordinated
Note Indenture"), among such parties, providing, among other things, for the
authentication, delivery and administration of the Notes;
WHEREAS, the Issuers desire to amend the Subordinated Note Indenture
in certain respects;
WHEREAS, Section 8.01 of the Subordinated Note Indenture provides,
among other things, that the Issuers and the Trustee may amend or supplement
the Subordinated Note Indenture and the Notes without the consent of any
Holder of a Note, subject to certain exceptions and conditions specified in
Section 8.01 of the Subordinated Note Indenture;
WHEREAS, in order to amend or supplement the Subordinated Note
Indenture in certain respects, it is necessary for the Issuers and the Trustee
to enter into this First Supplemental Indenture;
WHEREAS, the Issuers have directed the Trustee to execute and deliver
this First Supplemental Indenture in accordance with the terms of the
Subordinated Note Indenture; and
WHEREAS, all requirements and conditions prescribed by the
Subordinated Note Indenture for the validity of this First Supplemental
Indenture as a binding and legal instrument have been satisfied and fulfilled,
and the execution and delivery of this First Supplemental Indenture has been
duly authorized by all necessary corporate action on the part of the Issuers.
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration the receipt of which is hereby acknowledged, the
Issuers and the Trustee have entered into, executed and delivered this First
Supplemental Indenture for the uses and purposes hereinafter expressed as
follows:
Section 1. Amendments to the Subordinated Note Indenture. The
Subordinated Note Indenture is hereby amended as follows:
(a) Section 2.01(a) of the Subordinated Note Indenture is
amended in its entirety to read as follows:
"(a) General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A
hereto. The Notes may have notations, legends or endorsements
required by law, stock exchange rule or usage, as applicable. Each
Note shall be dated the date of its authentication. The Notes shall
be in denominations of $1.00 and integral multiples thereof. The
Notes shall be in denominations (rounded to the nearest whole dollar)
of $1.00 (but in no event less than $1.00) and integral multiples
thereof to make redemptions pursuant to Section 3.07 and 3.08 hereof.
The Additional Notes shall be denominated in amounts (rounded to the
nearest whole dollar) of $1.00 (but in no event less than $1.00) and
integral multiples thereof as necessary to make regularly scheduled
interest payments on the Notes prior to the payment in full of all
Senior Indebtedness.
The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture,
and the Issuers and the Trustee, by their execution and delivery of
this Indenture, expressly agree to such terms and provisions and to
be bound thereby. However, to the extent any provision of any Note
conflicts with the express provisions of this Indenture, the
provisions of this Indenture shall govern and be controlling."
(b) Exhibit A of the Subordinated Note Indenture is amended
and restated in its entirety as set forth on Exhibit A hereto.
Section 2. Definitions. Capitalized terms used herein and not defined
herein shall have the meaning ascribed to such terms in the Subordinated Note
Indenture.
Section 3. Ratification of Subordinated Note Indenture. Except as
expressly amended hereby, the Subordinated Note Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. Upon the execution and delivery of this
First Supplemental Indenture by the Issuers and the Trustee, this First
Supplemental Indenture shall form a part of the Subordinated Note Indenture
for all purposes, and every holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby. Any and all references to
the Subordinated Note Indenture, whether within the Subordinated Note
Indenture or in any notice, certificate or other instrument or document, shall
be deemed to include a reference to this First Supplemental Indenture (whether
or not made), unless the context shall otherwise require.
Section 4. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Section 5. No Adverse Interpretation of Other Agreement. This First
Supplemental Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Issuers or their Subsidiaries or of any other Person.
Any such indenture, loan or debt agreement may not be used to interpret this
First Supplement Indenture.
Section 6. Successors. All agreements of the Issuers in this First
Supplemental Indenture shall bind its successors. All agreements of the
Trustee in this First Supplemental Indenture shall bind its successors.
Section 7. Severability. In case any provision in this First
Supplemental Indenture shall 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 8. Counterpart Originals. The parties hereto may sign any
number of copies of this First Supplemental Indenture (including by
facsimile). Each signed copy shall be an original, but all of them together
represent the same agreement.
Section 9. Headings. The headings of Sections of this First
Supplemental Indenture have been inserted for convenience of reference only,
are not to be considered a part of this First Supplemental Indenture and shall
in no way modify or restrict any of the terms or provisions hereof.
[Signatures on following pages]
SIGNATURES
Dated as of October 7, 2002
COMDISCO HOLDING COMPANY, INC.
By: /s/ Xxxxxx E.T. Xxxxxx
---------------------------------
Name: Xxxxxx E.T. Xxxxxx
Title: Executive Vice President,
Chief Legal Officer
and Secretary
Attest:
/s/ Xxxxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Notary Republic
COMDISCO HOLDING COMPANY, INC.
By: /s/ Xxxxxx E.T. Xxxxxx
---------------------------------
Name: Xxxxxx E.T. Xxxxxx
Title: Executive Vice President
Attest:
/s/ Xxxxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Notary Republic
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
Attest:
/s/ Xxxx Xxxxxxxxx
------------------
Authorized Signatory: Xxxx Xxxxxxxxx
Date: October 7, 2002
EXHIBIT A
[Face of Note]
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CUSIP 200335 AB 3
11% Subordinated Secured Notes due 2005
No. ___ $____________
COMDISCO HOLDING COMPANY, INC. and COMDISCO, INC.
, jointly and severally, promise to pay to ____________________________________
or registered assigns, the principal sum of $650,000,000.00 on August 12, 2005.
Interest Payment Dates: September 30, December 31, March 31 and June 30
Record Dates: September 15, December 15, March 15 and June 15
Dated: _______________, ____
COMDISCO HOLDING COMPANY, INC. COMDISCO, INC.
By:__________________________ By:___________________________
Name: Name:
Title: Title:
By:__________________________ By:___________________________
Name: Name:
Title: Title:
This is one of the Notes referred to in the within-mentioned Indenture:
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
as Trustee
By: ___________________________
Authorized Signatory
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[Back of Note]
11% Subordinated Secured Notes due 2005
[INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE, PURSUANT TO THE
PROVISIONS OF THE INDENTURE.]
Capitalized terms used herein shall have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.
1. INTEREST. Comdisco Holding Company, Inc., a Delaware corporation
(the "Company"), and Comdisco, Inc., a Delaware corporation ("NLC" and,
together with the Company, the "Issuers"), jointly and severally, promise to
pay interest on the principal amount of this Note at the rate of 11.0% per
annum from August 12, 2002 until maturity. The Issuers will pay interest
quarterly in arrears on September 30, December 31, March 31 and June 30 of
each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an "Interest Payment Date"); provided, however, that prior
to the payment in full of all Senior Indebtedness, amounts in respect of
regularly scheduled interest on the Notes shall be paid in kind by the
issuance of Additional Notes equal in amount to the interest payment due
(rounded to the nearest whole dollar) on such Interest Payment Date. Interest
on the Notes will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of issuance; provided,
however, that if there is no existing Default in the payment of interest, and
if this Note is authenticated between a record date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue
from such next succeeding Interest Payment Date; provided, further, that the
first Interest Payment Date shall be December 31, 2002. The Issuers shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
2. METHOD OF PAYMENT. The Issuers will pay interest on the Notes
(except defaulted interest) as set forth in Section 1 of this Note to the
Persons who are registered Holders of Notes at the close of business on
September 15, December 15, March 15 and June 15 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes will be payable as to
principal, premium, if any, and interest at the office or agency of the
Issuers maintained for such purpose within the City and State of New York, or,
at the option of the Issuers, payment of interest (other than interest paid in
kind as provided above) may be made by check mailed to the Holders at their
addresses set forth in the register of Holders, and provided that payment by
wire transfer of immediately available funds will be required with respect to
principal of and interest, premium, if any, on, all Global Notes and all other
Notes the Holders of which shall have provided wire transfer instructions to
the Issuers or the Paying Agent. Such payment shall be 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.
3. PAYING AGENT AND REGISTRAR. Initially, Xxxxx Fargo Bank Minnesota,
National Association, the Trustee under the Indenture, will act as Paying
Agent and Registrar. The Issuers may change any Paying Agent or Registrar
without notice to any Holder. The Issuers or any of their Subsidiaries may act
in any such capacity.
4. INDENTURE AND COLLATERAL DOCUMENTS. The Issuers issued the Notes
under an Indenture dated as of August 12, 2002 ("Indenture") among the Issuers
and the Trustee. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act
of 1939, as amended (15 U.S.C. xx.xx. 77aaa-77bbbb). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. To the extent any provision of this Note conflicts
with the express provisions of the Indenture, the provisions of the Indenture
shall govern and be controlling. The Notes are secured obligations of the
Issuers limited to $650,000,000 in aggregate principal amount plus Additional
Notes issued in payment of interest on the Notes and any Additional Notes
previously issued in payment of interest on the Additional Notes. The Notes
are secured by a grant of a security interest in the Note Collateral pursuant
to the Collateral Documents referred to in the Indenture.
5. OPTIONAL REDEMPTION.
The Issuers may, at their option at any time after the Effective
Date, redeem the Notes, in whole or in part, on at least 10 days' but not more
than 60 days' notice to each Holder of Notes to be redeemed in cash at its
registered address, at a redemption price equal to 100% of the principal
amount thereof, plus accrued and unpaid interest to the redemption date;
provided, however, that any such optional redemption shall be permitted only
if no Senior Notes remain outstanding or if, concurrently with the redemption
of the Notes, the Issuers redeem all Senior Notes then outstanding.
6. MANDATORY REDEMPTION.
Pursuant to Section 3.08 of the Indenture, and except as provided
thereon with respect to redemptions of less than $1.0 million principal amount
of Notes, the Issuers shall be required to make mandatory redemptions of the
principal amount of the Notes, plus accrued and unpaid interest thereon to the
redemption date, in an amount equal to 100% of the Excess Cash. Mandatory
redemptions, if any, shall be made for each fiscal quarter within 45 days
after the end of such fiscal quarter; provided, however, that any such
mandatory redemption shall be permitted only if no Senior Notes remain
outstanding or if, concurrently with the redemption of the Notes, the Issuers
redeem all Senior Notes then outstanding.
7. REPURCHASE AT OPTION OF HOLDER.
(a) If there is a Change in Control, subject to the provisions of
Article 9 of the Indenture, the Issuers shall be required to make an offer (a
"Change in Control Offer") to repurchase all or any part of each Holder's
Notes at a purchase price equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest thereon, if any, to the date of
purchase (the "Change in Control Repurchase Price"). Within 15 days after the
last date on which, in accordance with the Senior Note Indenture, holders of
Senior Notes are permitted to deliver written notice of exercise of their
right to require the Issuers to repurchase the Senior Notes pursuant to the
Senior Note Indenture upon any Change in Control, the Issuers shall mail a
notice to each Holder setting forth the procedures governing the Change in
Control Offer as required by the Indenture. Prior to complying with this
Section 7, but in any event within 90 days following a Change in Control, the
Issuers shall either (1) repay all outstanding Senior Indebtedness (other than
the Senior Notes) and offer to repurchase all outstanding Senior Notes in
accordance with the terms of the Senior Note Indenture or (2) obtain the
requisite consents, if any, under all agreements governing outstanding Senior
Indebtedness to permit the repurchase of the Notes required by this Section 7.
Holders of Notes that are subject to a Change in Control Offer will receive a
Change in Control Offer from the Issuers prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes.
(b) Notwithstanding anything to the contrary in the Indenture or this
Section 7, the Issuers shall not be required to make a Change in Control Offer
upon a Change in Control if a third party makes the Change in Control Offer in
the manner, at the times and otherwise in compliance with the requirements set
forth in the Indenture applicable to a Change in Control Offer made by the
Issuers and purchases all Senior Notes and all Notes validly tendered and not
withdrawn under the change in control offer required to be made under the
Indenture and under the Change in Control Offer.
8. NOTICE OF REDEMPTION. Notice of optional redemption will be mailed
at least 10 days but not more than 60 days before the redemption date and
notice of a mandatory redemption will be mailed at least 10 days but no more
than 30 days before the redemption date, in each case, to each Holder whose
Notes are to be redeemed at its registered address. Notes may be redeemed in
whole or in part, unless all of the Notes held by a Holder are to be redeemed.
On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.
9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons. The Notes shall be in denominations of $1.00 and
integral multiples thereof. The Notes shall be in denominations (rounded to
the nearest whole dollar) of $1.00 (but in no event less than $1.00) and
integral multiples thereof to make redemptions. The Additional Notes shall be
denominated in amounts (rounded to the nearest whole dollar) of $1.00 (but in
no event less than $1.00) and integral multiples thereof as necessary to make
regularly scheduled interest payments on the Notes. The transfer of Notes may
be registered and Notes may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Issuers may require a
Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Issuers need not exchange or register the transfer of any Note
or portion of a Note selected for redemption, except for the unredeemed
portion of any Note being redeemed in part. Also, the Issuers need not
exchange or register the transfer of any Notes for a period of 15 days before
a selection of Notes to be redeemed or during the period between a record date
and the corresponding Interest Payment Date.
10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.
11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Notes and the Collateral Documents may be amended or
supplemented with the consent of the Holders of not less than a majority in
aggregate principal amount of the then outstanding Notes, and any existing
default or compliance with any provision of the Indenture, the Notes or the
Collateral Documents may be waived with the consent of the Holders of not less
than a majority in aggregate principal amount of the then outstanding Notes.
Without the consent of any Holder of a Note, the Indenture, the Notes or the
Collateral Documents may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes in addition to or
in place of certificated Notes, to provide for the assumption of the Issuers'
obligations to Holders of the Notes in case of a merger or consolidation, to
make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights under
the Indenture of any such Holder, to comply with the requirements of the SEC
in order to effect or maintain the qualification of the Indenture under the
Trust Indenture Act, or to provide for the issuance of Additional Notes in
accordance with the limitations set forth in the Indenture. Any amendment to,
or waiver of, Article 9 of the Indenture that adversely affects the rights of
the holders of the Notes shall require the consent of the holders of 100% in
aggregate principal amount of Notes then outstanding.
12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for
30 days in the payment when due of interest on the Notes whether or not
prohibited by Article 9 of the Indenture; (ii) default in payment when due of
principal of or premium, if any, on the Notes when the same becomes due and
payable at maturity, upon redemption (including in connection with an offer to
purchase) or otherwise whether or not prohibited by Article 9 of the
Indenture; (iii) failure by the Issuers or any of their Subsidiaries to comply
with Section 4.13, 5.01 or 5.02 of the Indenture; (iv) failure by the Issuers
or any of their Subsidiaries for 60 days after notice to the Issuers by the
Trustee or the Holders of at least 25% in principal amount of the Notes then
outstanding to comply with certain other agreements in the Indenture or the
Notes; (v) default under certain other agreements relating to Indebtedness
(other than any Indebtedness for which recourse is limited to the property
purchased) of the Issuers which default results in the acceleration of such
Indebtedness prior to its express maturity, if the principal amount of any
accelerated Indebtedness aggregates $25.0 million or more and such
Indebtedness is not paid or such acceleration is not annulled within 10 days
after written notice to the Issuers of such acceleration; (vi) certain final
judgments for the payment of money that remain undischarged for a period of 60
days; or (vii) certain events of bankruptcy or insolvency with respect to the
Issuers or any of their Subsidiaries. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
Indenture, the Notes or the Collateral Documents, except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice
of any continuing Default or Event of Default (except a Default or Event of
Default relating to the payment of principal or interest) if it determines
that withholding notice is in their interest. The Holders of a majority in
aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under the Indenture except
(i) a continuing Default or Event of Default in the payment of interest on, or
the principal of, or premium, if any, on the Notes, or (ii) an Event of
Default with respect to any covenant or provision of the Indenture which
cannot be waived without the consent of the Holders of each Note affected
thereby. The Issuers are required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Issuers are
required upon becoming aware of any Default or Event of Default, to deliver to
the Trustee a statement specifying such Default or Event of Default.
13. TRUSTEE DEALINGS WITH ISSUERS. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Issuers or their Affiliates, and may otherwise deal with the
Issuers or their Affiliates, as if it were not the Trustee.
14. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator or stockholder, of the Issuers shall have any
liability for any obligations of the Issuers under the Notes, the Indenture or
the Collateral Documents or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.
15. AUTHENTICATION. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.
16. ABBREVIATIONS. Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform
Gifts to Minors Act).
17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.
The Issuers will furnish to any Holder upon written request and
without charge a copy of the Indenture, the Registration Rights Agreement and
the Collateral Documents. Requests may be made to:
Comdisco Holding Company, Inc.
Comdisco, Inc.
0000 Xxxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
18. ADDITIONAL RIGHTS OF HOLDERS OF GLOBAL NOTES AND DEFINITIVE
NOTES. In addition to the rights provided to Holders of Notes under the
Indenture, certain Holders of Global Notes and Definitive Notes shall have all
the rights set forth in the Registration Rights Agreement dated as of the
Effective Date, among the Issuers and the parties named on the signature pages
thereof (the "Registration Rights Agreement").
19. SUBORDINATION. The Notes are subordinated to the Senior
Indebtedness, as defined in the Indenture. To the extent provided in the
Indenture, the Senior Indebtedness must be paid before the Notes may be paid.
The Issuers agree, and each Holder by accepting a Note (including any
Additional Note) agrees, that the Indebtedness evidenced by the Notes is
subordinated in right of payment, to the extent and in the manner provided in
the Indenture, to the prior payment in full of all Senior Indebtedness of the
Issuers (whether outstanding on the date hereof or hereafter created,
incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Indebtedness.
ASSIGNMENT FORM
To assign this Note, fill in the form below:
(I) or (we) assign and transfer this Note to: _________________________________
(Insert assignee's legal name)
_______________________________________________________________________________
(Insert assignee's soc. sec. or tax I.D. no.)
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint _______________________________________________________
to transfer this Note on the books of the Issuers. The agent may substitute
another to act for him.
Date: _______________
Your Signature: ________________________
(Sign exactly as your name appears
on the face of this Note)
Signature Guarantee*: _________________________
* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have all of your Note(s) purchased by the
Issuers pursuant to Section 4.14 of the Indenture, state the amount you elect
to have purchased:
$_______________
If you want to elect to have only part of the Note(s) purchased by
the Issuers pursuant to Section 4.14 of the Indenture, state the amount you
elect to have purchased:
$_______________
Date: _______________
Your Signature: _______________________
(Sign exactly as your name appears
on the face of this Note)
Tax Identification No.:________________
Signature Guarantee*: _________________________
* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*
The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note,
have been made:
Amount of decrease in Amount of increase in Principal Amount
Principal Amount Principal Amount of this Global Note Signature of authorized
of of following such decrease officer of Trustee
Date of Exchange this Global Note this Global Note (or increase) or Note Custodian
---------------- ---------------- ---------------- ------------- -----------------
* This schedule should be included only if the Note is issued in global form.
