EXHIBIT
4.4
FORM OF
FIXED RATE MEDIUM-TERM NOTE
[FACE OF NOTE]
THIS NOTE IS A GOLBAL 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)
REGISTERED CUSIP No.: PRINCIPAL AMOUNT:
No. FXR-___ _________ _________
GTE CORPORATION
MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: % STATED
MATURITY:
INTEREST PAYMENT DATE(S): RECORD DATE(S):
DEFAULT RATE: %
[ ] March 1 and September 1 [ ] February 15
and August 15
[ ] Other: [ ] Other:
REDEMPTION COMMENCEMENT INITIAL REDEMPTION
ANNUAL REDEMPTION
DATE: PERCENTAGE: % PERCENTAGE
REDUCTION: %
OPTIONAL REPAYMENT [ ] CHECK IF AN
ORIGINAL
DATE(S): ISSUE
DISCOUNT NOTE
Issue Price:
%
SPECIFIED CURRENCY: AUTHORIZED DENOMINATION: EXCHANGE RATE
[ ] United States dollars [ ] $1,000 and
integral AGENT (if other than The
multiples thereof Bank of New
York:)
[ ] Other: [ ] Other:
ADDENDUM ATTACHED: OTHER/ADDITIONAL PROVISIONS:
[ ] Yes
[ ] No
_______________
(1) These paragraphs apply to global Notes only.
-2-
GTE Corporation, a New York 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) of the month 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 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 10
calendar days prior to such Special Record Date or may be paid at
any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Note may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided for in the Indenture.
-3-
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 the corporate trust office of the Trustee
("Corporate Trust Office") in the Borough of Manhattan, The City
of New York, currently located at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, X.X. 10286, or at such other paying agency in the
Borough of Manhattan, The City of New York, as the Corporation
may determine; 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 by check mailed to the address of
the person entitled thereto as such address shall appear in the
Security Register 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.
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.
-4-
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.
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 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
-5-
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).
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 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).
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.
-6-
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.
-7-
IN WITNESS WHEREOF, GTE Corporation has caused this Note to
be duly executed.
GTE CORPORATION
By:
________________________________
Title:
By:
________________________________
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities
of the series designated as
Medium-Term Notes, Series A
referred to in the within-
mentioned Indenture
THE BANK OF NEW YORK,
as Trustee
By: ____________________________
Authorized Signatory
P:S3:137
-8-
[REVERSE OF NOTE]
GTE CORPORATION
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 December 1, 1996, as amended,
modified or supplemented from time to time (the "Indenture"),
between the Corporation and The Bank of New York, 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, Series A"
(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
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
-9-
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 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.
The Indenture contains provisions permitting the Corporation
and the Trustee, with the consent of the holders of not less than
a majority in aggregate principal amount of the Securities of
each series affected at the time outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or any supplemental
indenture or of modifying in any manner Securities; provided,
-10-
however, that no such supplemental indenture shall (i) extend the
fixed maturity of any Securities of any series, or reduce the
principal amount thereof, or reduce the rate or extend the time
of payment of interest thereon, or reduce any premium payable
upon the redemption thereof, or reduce the amount of the
principal of a Discount Security that would be due and payable
upon a declaration of acceleration of the maturity thereof,
without the consent of the holder of each Security so affected,
or (ii) reduce the aforesaid percentage of Securities the holders
of which are required to consent to any such supplemental
indenture without the consent of the holders of each Security
then outstanding and affected thereby. The Indenture also
contains provisions permitting the holders of a majority in
aggregate principal amount of the Securities of any series at the
time outstanding, on behalf of the holders of Securities of such
series, to waive any past default in the performance of any of
the covenants contained in the Indenture, or established pursuant
to the Indenture with respect to such series, and its
consequences, except a default in the payment of the principal
of, or premium, if any, or interest on any of the Securities of
such series. Any such consent or waiver by the registered holder
of this Note (unless revoked as provided in the Indenture) shall
be conclusive and binding upon such holder and upon all future
holders and owners of this Note and of any Note issued in
exchange herefor or in place hereof (whether by registration of
transfer or otherwise), irrespective of whether or not any
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 Corporation, which is absolute and
unconditional, to pay principal, premium, if any, and interest,
if any, in respect of this Note at the times, places and rate or
formula, and in the coin or currency, herein prescribed.
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 Security
Registrar 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.
-11-
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.
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.
-12-
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 Xxxxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, X.X. 10286, 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: _______________ 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.
P:S3:142
