Exhibit 4(dd)
FIXED RATE GLOBAL MEDIUM-TERM NOTE
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY (THE "DEPOSITORY") TO A NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), 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.
REGISTERED PRINCIPAL AMOUNT
No. FX CUSIP No. $
---------------- ---------------- -----------------------
XXXXXXX XXXXX & CO., INC.
MEDIUM-TERM NOTE,
SERIES B
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY:
INTEREST PAYMENT DATES: REGULAR RECORD DATE:
(May 15 and November 15, unless (Fifteen days prior to the
otherwise specified) applicable Interest Payment
Date, unless otherwise
specified)
OPTIONAL REPAYMENT DATE(S):
DENOMINATIONS: ADDENDUM ATTACHED:
(Integral multiples of $1,000, unless [_] Yes
otherwise specified) [_] No
OTHER PROVISIONS:
[Notwithstanding anything to the contrary herein, (i) this Note may be
redeemed at the option of the Company only on any of Redemption Date(s)
specified below as described herein at a redemption price of 100% of the
principal amount thereof plus interest accrued to the Redemption Date; (ii)
notice for this Note to be redeemed at the option of the Company on a Redemption
Date shall be given not more than 7 nor less than 5 calendar days prior to the
Redemption Date; and (iii) interest will be computed on the basis of the actual
number of days in an Interest Period and a 360-day year.]
REDEMPTION DATE(S):
XXXXXXX XXXXX & CO., INC., a Delaware corporation ("Issuer" or the
"Company," which terms include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of
DOLLARS
on the Stated Maturity specified above (except to the extent redeemed or repaid
prior to the Stated Maturity), 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. Reference herein to "this Note", "hereof", "herein" and
comparable terms shall include an Addendum hereto if an Addendum is specified
above.
The Company will pay interest on each Interest Payment Date specified
above, commencing on the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Stated Maturity or any
Redemption Date or Optional Repayment Date (as defined below) (the date of each
such Stated Maturity, Redemption Date and Optional Repayment Date and the date
on which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Indenture being referred to
hereinafter as a "Maturity" with respect to principal payable on such date);
provided, however, that if the Original Issue Date is between a Regular Record
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Date (as defined below) and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date succeeding the
Original Issue Date. Unless otherwise specified above, the "Regular Record Date"
shall be the date 15 calendar days (whether or not a Business Day) prior to the
applicable Interest Payment Date. Interest on this Note will accrue from and
including the most recent Interest Payment Date to which interest has been paid
or duly provided for or, if no interest has been paid, from the Original Issue
Date specified above, to, but excluding such Interest Payment Date. If the
Maturity or an Interest Payment Date falls on a day which is not a Business Day,
the payment due on such Maturity or Interest Payment Date will be paid on the
next succeeding Business Day with the same force and effect as if made on such
Maturity or Interest Payment Date, as the case may be, and no interest shall
accrue with respect to such payment for the period from and after such Maturity
or Interest Payment Date. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will as provided in the Indenture be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such Interest Payment Date. Any such interest which is payable, but not
punctually paid or duly provided for on any Interest Payment Date (herein called
"Defaulted Interest"), shall forthwith cease to be payable to the registered
Holder on such Regular Record Date, and may be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to the Holder of this
Note not less than 10 days prior to such Special Record Date, or may be paid at
any time in any other lawful manner, all as more fully provided in the
Indenture.
Payment of the principal of and interest on this Note will be made at the
Office or Agency of the Company maintained by the Company for such purpose in
the Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts.
Unless the certificate of authentication hereon has been executed by or on
behalf of The Chase Manhattan Bank, the Trustee for this Note under the
Indenture, or its successor thereunder, by the manual signature of one of its
authorized officers, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized issue of Securities (hereinafter
called the "Securities") of the Company designated as its Medium-Term Notes,
Series B (the "Notes"). The Securities are issued and to be issued under an
indenture (the "Indenture") dated as of October 1, 1993, between the Company and
The Chase Manhattan Bank (successor by merger to The Chase Manhattan Bank
(National Association)) (herein called the "Trustee," which term includes any
successor Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights thereunder of the Company, the Trustee and the Holders of the Notes and
the terms upon which the Notes are to be
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authenticated and delivered. The terms of individual Notes may vary with respect
to interest rates or interest rate formulas, issue dates, maturity, redemption,
repayment, currency of payment and otherwise as provided in the Indenture.
The Notes are issuable only in registered form without coupons in
denominations, unless otherwise specified above, of $1,000 and integral
multiples thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes as requested by the Holder surrendering the same. If
(x) the Depository is at any time unwilling or unable to continue as depository
and a successor depository is not appointed by the Company within 60 days, (y)
the Company executes and delivers to the Trustee a Company Order to the effect
that this Note shall be exchangeable or (z) an Event of Default has occurred and
is continuing with respect to the Notes, this Note shall be exchangeable for
Notes in definitive form of like tenor and of an equal aggregate principal
amount, in authorized denominations. Such definitive Notes shall be registered
in such name or names as the Depository shall instruct the Trustee. If
definitive Notes are so delivered, the Company may make such changes to the form
of this Note as are necessary or appropriate to allow for the issuance of such
definitive Notes.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the Holder prior to
its Stated Maturity on any Holder's Optional Repayment Date(s), if any,
indicated above. If no Optional Repayment Dates are set forth above, this Note
may not be so repaid at the option of the Holder hereof prior to the Stated
Maturity. On any Optional Repayment Date this Note shall be repayable in whole
or in part in an amount equal to $1,000 or any integral multiple thereof
(provided that any remaining principal amount shall be an authorized
denomination) at the option of the Holder hereof at a repayment price equal to
100% of the principal amount to be repaid, together with interest thereon
payable to the date of repayment. For this Note to be repaid in whole or in part
at the option of the Holder hereof, this Note must be received, with the form
entitled "Option to Elect Repayment" below duly completed, by the Trustee at its
office at 00 Xxxxx Xxxxxx, Xxxx 000, Corporate Trust Securities Window, New
York, New York 10041 or such address which the Company shall from time to time
notify the Holder hereof ("Corporate Trust Office"), not more than 60 nor less
than 30 days prior to an Optional Repayment Date. This Note must be received by
the Trustee by 5:00 P.M., New York City time, on the last day for giving such
notice. Exercise of such repayment option by the Holder hereof shall be
irrevocable. In the event of payment of this Note in part only, a new Note for
the unpaid portion hereof shall be issued in the name of the Holder hereof upon
the surrender hereof.
This Note may be redeemed at the option of the Company prior to its Stated
Maturity on any date on and after the Initial Redemption Date, if any, specified
above (the "Redemption Date"). If no Initial Redemption Date is set forth above,
this Note may not be redeemed at the option of the Company prior to the Stated
Maturity. On and after the Initial Redemption Date, if any, this Note may be
redeemed at any time in whole or from time to time in part in increments of
$1,000 (provided that any remaining principal amount shall be an authorized
denomination) at the option of the Company at the applicable Redemption Price
(as defined below) together with interest thereon payable to the Redemption
Date, on notice given not more than 60 nor less than 30 days prior to the
Redemption Date. In the event of redemption of this Note in part only, a new
Note for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.
If this Note is redeemable at the option of the Company prior to its Stated
Maturity, the "Redemption Price" shall initially be the Initial Redemption
Percentage, specified above, of the principal amount of this Note to be redeemed
and shall decline at each anniversary of the Initial Redemption Date by the
Annual Redemption Percentage Reduction, if any, specified above, of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.
Interest payments on this Note shall include interest accrued from, and
including, the Original Issue Date indicated above, or the most recent date to
which interest has been paid or duly provided for, to, but
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excluding, the related Interest Payment Date or Maturity, as the case may be, at
the rate per annum stated on the face hereof until the principal amount hereof
is paid or made available for payment. Unless otherwise specified above,
interest will be computed on the basis of a 360-day of twelve 30-day months for
period specified hereunder.
Any provision contained herein with respect to the calculation of the rate
of interest applicable to this Note, its payment dates or any other matter
relating hereto may be modified as specified in an Addendum relating hereto if
so specified above or as set forth under Other Provisions if so set forth above.
If an Event of Default (as defined in the Indenture) with respect to the
Notes shall occur and be continuing, the principal of all the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in aggregate principal amount of the
Securities at the time Outstanding, as defined in the Indenture, of each series
affected thereby. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all the Securities
of each 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 Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note 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 Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the time, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations set forth
therein and on the face hereof, the transfer of this Note may be registered on
the Security Register of the Company, upon surrender of this Note for
registration of transfer at the office or agency of the Company in the Borough
of Manhattan, The City of New York, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company 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.
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 Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
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All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its corporate
seal to be imprinted hereon.
Dated: ____________
XXXXXXX XXXXX & CO., INC.
By:___________________________
Xxxx X. Xxxxxxx
Senior Vice President
and
Treasurer
[FACSIMILE OF SEAL]
Attest:
By:___________________________
Xxxxxxxx X. Xxxx, Xx.
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:___________________________
Authorized Officer
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company to
repay this Note (or portion hereof specified below) pursuant to its terms at a
price equal to the principal amount hereof together with interest 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, or at such other place or places of which the Company shall from time to
time notify the Holder of this Note, not more than 60 nor less than 30 days
prior to an Optional Repayment Date, if any, shown on the face of this Note,
this Note with this "Option to Elect Repayment" form duly completed. This Note
notice must be received by the Trustee by 5:00 P.M., New York City time, on the
last day for giving such notice.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be in an amount equal to $1,000 or an
integral multiple thereof, provided that any remaining principal amount is equal
to an authorized denomination) which the Holder elects to have repaid and
specify the denomination or denominations (which shall be in an amount equal to
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).
$____________________
Date_________________
_________________________________________________________
NOTICE: The signature on this Option to Elect Repayment
must correspond with the name as written upon the face of
this Note in every particular, without alteration or
enlargement or any change whatever.
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ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)_____________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing
_________________________________________ attorney to transfer said Note on
the books of the Company with full power of substitution in the premises.
Date____________
_________________________________________
NOTICE: The signature of the registered
Holder to this assignment must correspond
with the name as written upon the face of
the within instrument in every particular,
without alteration or enlargement or any
change whatsoever.
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