XXXXX XXXPANY. No. [R-] [U.S. $] ------------------------- -------------------------
XXXXX XXXPANY. By: /s/ Paul X. Xxxxx ------------------------------------- Name: Paul X.Xxxxx Title: Executive Vice President and Chief Financial Officer
XXXXX XXXPANY. ATTEST: By: --------------------------------- Name: Title: --------------------------------- Secretary By: ---------------------------------
XXXXX XXXPANY. INDENTURE Dated as of July 15, 1992 -------------------------------- The First National Bank of Chicago, Trustee ================================================================================ TABLE OF CONTENTS
XXXXX XXXPANY. By: /s/ Davix X. Xxxxxxxx ------------------------------------ Name: Davix X. Xxxxxxxx Title: Vice President - Finance and Chief Financial Officer [Seal] Attest: /s/ Benjxxxx X. Xxxxxx ------------------------------------ Name: Benjxxxx X. Xxxxxx, Xx. Xxxle: Secretary The First National Bank of Chicago, as Trustee By: /s/ Stevxx X. Xxxxxx ------------------------------------ Name: Stevxx X. Xxxxxx Title: Vice President [Seal] Attest: /s/ Robexx X. Xxxxxxx ------------------------------------ Name: Robexx X. Xxxxxxx Xxxle: Trust Officer
XXXXX XXXPANY. By ------------------------------ Attest: ------------------------- [Form of Reverse] This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of July 15, 1992 (herein called the "Indenture"), between the Company and The First National Bank of Chicago, as Trustee (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, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities [If the Securities of the series are issuable as Bearer Securities, insert- and any coupons appertaining thereto] and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof[, limited in aggregate principal amount to [U.S.] [$]____________]. The Securities of this series are issuable as [Bearer Securities] [, with interest coupons attached,] in the denomination of [If Securities of the series are issuable as Bearer Securities, insert- [U.S. $]_______, and] [only] Registered Securities, without coupons in denominations of [U.S. $]__________, and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth [Bearer Securities and Registered] Securities of this Series are exchangeable for a like aggregate principal amount of [Registered] Securities of this series and of like tenor of any authorized denominations, as requested by the Holder surrendering the same, upon surrender of the Security or Securities to be exchanged at [any office or agency described below where Registered Securities of this series may be presented for registration of transfer]. [Bearer Securities may not be issued in exchange for Registered Securities.]
XXXXX XXXPANY. By: ---------------------------
XXXXX XXXPANY. By: -------------------------- Name: Title: Accepted as of the date hereof: [[Name(s) of Co-Representative Corporation(s)] By:........................................................... Name: Title: ......................................................... [(Name(s) of Co-Representative Partnership(s))] On behalf of each of the Underwriters SCHEDULE I [Principal Amount] [Number] of Designated Securities to be Underwriter Purchased ----------- --------- [Name(s) of Co-Representative(s)] $ [Names of other Underwriters] Total $ ======== SCHEDULE II Title of Designated Debt Securities: [ %] [Floating Rate] [Zero Coupon] [Notes] [Debentures] due ,
XXXXX XXXPANY. By ------------------------------- Name: Title: Attest: ----------------------------------- [ ] By ------------------------------- Name: Title: Attest: ----------------------------------- EXHIBIT A [FORM OF WARRANT CERTIFICATE] EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN WARRANT CERTIFICATE REPRESENTING [ ] WARRANTS TO PURCHASE [ ] DUE [ ], AS DESCRIBED HEREIN.
XXXXX XXXPANY. By: ------------------------------------ Name: Title: Attest: ------------------------------------ Countersigned: [ ] as Warrant Agent By ---------------------------------- Authorized Signature (Instructions for Exercise of Warrants) To exercise the Warrants represented hereby, the Warrant holder should pay [in cash or by certified check, official bank check or bank wire transfer, in each case] [by bank wire transfer,] in immediately available funds, the Warrant Price in full for Warrants exercised, to [insert name of Warrant Agent] Corporate Trust Department, [insert address of Warrant Agent], Attn: [ ], which [payment] [wire transfer] should specify the name of the Warrant holder and the number of Warrants exercised by such Warrant holder. In addition, the Warrant holder should complete the information required below and mail this Warrant Certificate by registered mail to the Warrant Agent at the address set forth below. This Warrant Certificate, completed and duly executed, must be received by the Warrant Agent before any [ ] subject hereto will be issued. [FORM OF ELECTION TO PURCHASE] (To be executed upon exercise of Warrants) The undersigned hereby irrevocably elects to exercise Warrants, represented by this Warrant Certificate, to purchase $[ ] principal amount of the [ ] due [ ] (the "[ ]") of H.J. Xxxxx Xxxpany and represents that he has tendered payment for such [ ] [in cash or by certified check, official bank check or bank wire transfer, in each case] [by bank wire transfer,] in immediately available funds, to the order of H.J. Xxxxx Xxxpany, c/o [insert name and address of Warrant Agent], in the amount of $[ ] in accordance with the terms hereof. The undersigned requests that said principal amount of [ ] be in fully registered form, in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below. If said principal amount of [ ] is less than all of the [ ] purchasable hereunder, the undersigned requests that a new Warrant Certificate repre senting the remaining balance of the Warrants evidenced hereby be issued and delivered to the undersigned at the address set forth below unless otherwise specified in the instructions below. Dated: Name: ---------------------------------- ---------------------------- (Insert Social Security or (Please Print) Other Identifying Number of Holder) Address: ------------------------- ------------------------- Signature: ------------------...
