UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (00 XXXXX XXXXXX, XXX XXXX, XXX
XXXX) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
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 DEPOSITARY TO
A NOMINEE OF THE DEPOSITARY OR 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.1
REGISTERED CUSIP No. PRINCIPAL AMOUNT
No. FXR-024 94874R AZ 9 $10,000,000.00
------------ ------------ --------------
XXXXXXXXXX REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY
DATE
July 18, 1997 6.80% July 23, 2007
INTEREST PAYMENT DATE(S) RECORD DATE(S): DEFAULT RATE:
[ x ] 3/15 and 9/15 [ x ] 3/1 and 9/1 N/A
---- ---- ---- ----
[ ] Other: [ ] Other:
REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
COMMENCEMENT PERCENTAGE: PERCENTAGE
DATE: REDUCTION:
N/A N/A N/A
OPTIONAL REPAYMENT
DATE(S): N/A
------------
1 This paragraph applies to Global Securities
[ ] Check if an Original Issue
Discount Note Issue Price: %
SPECIFIED CURRENCY:
[ x ] U.S. dollars
[ ] Other
EXCHANGE RATE AGENT:
N/A
AUTHORIZED DENOMINATION:
[ x ] $1,000 and integral multiples thereof
[ ] Other:
ADDENDUM ATTACHED
[ ] Yes
[ x ] No
OTHER/ADDITIONAL PROVISIONS:
N/A
XXXXXXXXXX REALTY INVESTORS (the "Company", which term includes 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 $10,000,000.00, on the Stated Maturity Date
---------------------
specified above (or any Redemption Date or Repayment Date, each as defined on
the reverse hereof) (each such Stated Maturity Date, 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
Company 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 if the Original Issue Date
-------- -------
occurs between a Regular 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
Holder of this Note on the Regular 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 with respect to this Note) to, but
excluding, the applicable Interest Payment Date or the Maturity Date, as the
case may be (each, an "Interest Period"). 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 March 1 and September 1 next preceding the March 15 and
September 15 (whether or not a Market Day, as defined below) Interest Payment
Dates (the "Regular 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 on any Interest Payment Date with respect
to this Note ("Defaulted Interest") will forthwith cease to be payable to the
Holder on the Regular 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 hereinafter referred to, notice whereof shall be given to
the Holder of this Note by the Trustee not less than 10 calendar daysprior to
such Special Record Date, or shall be paid at any time in any other lawful
manner, all as more completely described in the Indenture applicable to this
Note.
"Business Day", as used herein for any particular location, means each
Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in such location are authorized or obligated by law or
executive order to close.
Payment of principal of (and premium, if any) and any interest in respect
of this Note due on the Maturity Date to be made in U.S. dollars 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 Paying Agent
Office as the Company may determine; provided, however, that if such payment
-------- -------
is to be made in a Specified Currency other than U.S. dollars as set forth
below, such payment will be made by wire transfer of immediately available
funds to an account with a bank located in the Principal Financial Center of
the country issuing the Specified Currency (or, for Notes denominated in
European Currency Units ("ECUs"), to an ECU account) or other jurisdiction
acceptable to the Company and the Paying Agent as shall have been designated
by the Holder hereof at least five Business Days prior to the Maturity Date,
provided that such bank has appropriate facilities therefor and that this Note
(and, if applicable, a duly completed election form) is presented and
surrendered at the aforementioned Paying Agent Office in time for the Paying
Agent to make such payments in such funds in accordance with its normal
procedures. Such designation shall be made by filing the appropriate
information with the Paying Agent at the Paying Agent Office in The City of
New York, and, unless revoked, any such designation made with respect to this
Note by its registered Holder will remain in effect with respect to any
further payments with respect to this Note payable to its Holder. If a
payment with respect to this Note cannot be made by wire transfer because the
required designation has not been received by the Paying Agent on or before
the requisite date or for any other reason, a notice will be mailed to the
Holder of this Note at its registered address requesting a designation
pursuant to which such wire transfer can be made and, upon the Paying Agent's
receipt of such a designation, such payment will be made within five Business
Days of such receipt. The Company will pay any administrative costs imposed by
banks in connection with making payments by wire transfer, but any tax,
assessment or governmental charge imposed upon payments will be borne by the
Holder of this Note.
Payments of interest due on any Interest Payment Date other than the
Maturity Date to be made in U.S. dollars 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 Payment Agent Office; provided, however,
-------- -------
that a Holder of U.S. $10,000,000 (or, if the Specified Currency specified
above is other than U.S. 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 availablefunds if appropriate wire transfer instructions have been
received in writing by the Paying Agent not less than five calendar days prior
to such Interest Payment Date. Any such wire transfer instructions received
by the Paying Agent 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 Market Day (as defined below), the required payment of principal,
premium, if any, and/or interest need not be made on such day, but may be made
on the next succeeding Market 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 Market Day.
As used herein, "Market Day" means:
(a) for any Note other than a Note the repayment in respect of which is to
be made in a Specified Currency other than U.S. dollars, any Business Day in
The City of New York;
(b) for a Note the payment in respect of which is to be made in a
Specified Currency other than U.S. dollars, any Business Day in the Principal
Financial Center (as defined below) of the country issuing such Specified
Currency which is also a Business Day in The City of New York; and
(c) for a Note the payment in respect of which is to be made in ECUs, any
Business Day in The City of New York that is also not a day that appears as an
ECU non-settlement day on the display designated as "ISDE" on the Reuters
Monitor Money Rates Service (or a day so designed by the ECU Banking
Association) or, if the ECU non-settlement days do not appear on that page
(and are not so designated), is not a day on which payments in ECUs cannot be
settled in the international interbank market).
"Principal Financial Center" means the capital city of the country
issuing the Specified Currency in respect of which payment on the Notes is to
be made, except that with respect to U.S. dollars, Australian dollars, German
Marks, Dutch Guilders, Italian Lire, Swiss Francs and ECUs, the Principal
Financial Center shall be The City of New York, Sydney, Frankfurt, Amsterdam,
Milan, Zurich and Luxembourg, respectively.
The Company is obligated to make payment of principal, premium, if any,
and interest 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 U.S. dollars, any such amounts so payable by the Company will be
converted by the Exchange Rate Agent specified above into U.S.dollars for
payment to the Holder of this Note; provided, however, that the Holder of this
-------- -------
Note may elect to receive such amounts in the Specified Currency pursuant to
the provisions set forth below.
Payments of principal of (and premium, if any) and interest on any Note
denominated in a Specified Currency other than U.S. dollars (a "Foreign
Currency Note") will be made in U.S. dollars if the registered Holder of such
Note on the relevant Regular Record Date, or at maturity, as the case may be,
has transmitted a written request for such payment in U.S. dollars to the
Paying Agent at the Paying Agent Office in The City of New York on or before
such Regular Record Date, or the date 15 days before maturity, as the case may
be. Such request may be in writing (mailed or hand delivered) or sent by
cable, telex, or other form of facsimile transmission. Any such request made
for any Note by a registered Holder will remain in effect for any further
payments of principal of (and premium, if any) and interest on such Note
payable to such Holder, unless such request is revoked on or before the
relevant Regular Record Date or the date 15 days before maturity, as the case
may be. Holders of Notes denominated in a Specified Currency other than U.S.
dollars that are registered in the name of a broker or nominee should contact
such broker or nominee to determine whether and how to elect to receive
payments in U.S. dollars.
The U.S. dollar amount to be received by a Holder of a Foreign Currency
Note who elects to receive payment in U.S. dollars will be based on the
highest bid quotation in The City of New York received by the Exchange Rate
Agent as of 11:00 a.m., New York City time, on the second Market Day next
preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) for the purchase by the
quoting dealer of the Specified Currency for U.S. dollars for settlement on
such payment date in the aggregate amount of the Specified Currency payable to
all Holders of Notes electing to receive U.S. dollar payments and at which the
applicable dealer commits to execute a contract. If three such bid quotations
are not available on the second Market Day preceding the date of payment of
principal (and premium, if any) or interest for any Note, such payment will be
made in the Specified Currency. All currency exchange costs associated with
any payment in U.S. dollars on any such Note will be borne by the Holder
thereof by deductions from such payment.
A Holder of a Foreign Currency Note may elect to receive payment of the
principal of and premium, if any, and interest on such Note in the Specified
Currency by submitting a written request for such payment to the Trustee at
its Corporate Trust Office in 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. A Holder of a Foreign Currency Note may elect to receive
payment in the applicable Specified Currency for all such principal, premium,
if any, and interest payments 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 MaturityDate, as the case may be, Holders of Foreign
Currency Notes whose Notes are to be held in the name of a broker or nominee
should contact such broker or nominee to determine whether and how an election
to receive payments in the applicable Specified Currency may be made.
If the principal of (and premium, if any) or interest on any Note is
payable in other than U.S. dollars and such Specified Currency (other than
ECUs) is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled
to satisfy its obligations to the Holder of such Note by making such payment
(including any such payment at maturity) in U.S. dollars on the basis of the
most recently available Exchange Rate. If the principal of (and premium, if
any) and interest on any Note is payable in ECUs, and the ECU is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Company or the ECU is used neither as the unit of account of
the European Communities nor as the currency of the European Union, the
Company will be entitled to satisfy its obligations to the Holder of such Note
by making such payment (including any such payment at maturity) in a component
currency of the ECU chosen by the Exchange Rate Agent.
Any U.S. dollar amount to be received by a Holder of a Foreign Currency
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 Market 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 Company
for the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Foreign Currency Notes scheduled to receive
U.S. dollar payments and at which the applicable dealer commits to execute a
contract. All currency exchange costs will be borne by the Holder of such
Foreign Currency Note by deductions from such payments. If three such bid
quotations are not available, payments will be made in the Specified Currency.
If the applicable Specified Currency is not available for the payment of
principal, premium, if any, or interest with respect to a Foreign Currency
Note due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of such Foreign Currency Note by making such payment
in U.S. dollars on the basis of the Market Exchange Rate on the second Market
Day prior to such payment or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate or
as otherwise specified in the applicable Pricing Supplement. The "Market
Exchange Rate" for a Specified Currency other than U.S. dollars means the noon
dollar buying rate in The City of New York for the cable transfer for such
Specified Currency as certified for customs purposes by (or if not so
certified, as otherwise determined by) the Federal Reserve Bank of New York.
If payment in respect of a Foreign Currency Note is required to be made in any
currency unit (e.g., ECU), and such currency unit is unavailable due to the
imposition of exchange controls or other circumstances beyond the Company's
control, then the Company will be entitled, but not required, to make any
payments in respect of such Note in U.S. dollars until such currency unit is
again available. The amount of each payment in U.S. dollars shall be computed
on the basis of the equivalent of the currency unit in U.S. dollars, which
shall be determined by the Company or its agent on the following basis. The
component currencies of the currency unit for this purpose (collectively, the
"Component Currencies" and each, a "Component Currency") shall be the
currency amounts that were components of the currency unit as of the last day
on which the currency unit was used. The equivalent of the currency unit in
U.S. dollars shall be calculated by aggregating the U.S. dollar equivalent of
the Component Currencies. The U.S. dollar equivalent of each of the Component
Currencies shall be determined by the Company or its agent on the basis of the
most recently available Market Exchange Rate for each such Component Currency.
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 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.
IN WITNESS WHEREOF, Xxxxxxxxxx Realty Investors has caused this Note to
be executed.
XXXXXXXXXX REALTY INVESTORS
By: ___________________________
Name: __________________________
Title:__________________________
Attest:
By: ___________________________
Name: __________________________
Title:__________________________
Dated: July 23, 1997
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION:
This is one of the Notes of the series
designated therein referred to in the
within-mentioned Indenture.
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Signatory for
The Chase Manhattan Bank, as Agent for
Texas Commerce Bank National Association
XXXXXXXXXX REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of May 1, 1995, as amended, modified or supplemented from time to
time (the "Indenture"), between the Company and Texas Commerce Bank National
Association, 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 Company, the Trustee and the Holders of the Debt Securities, and of the
terms upon which the Debt Securities are, and are to be, authenticated and
delivered. This Note is one of the series of Debt Securities designated as
"Medium-Term Notes, Series A Due 9 Months or more from Date of Issue" (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. Notes
denominated in U.S. dollars will be initially issued in denominations of
$1,000 and integral multiples thereof, and Notes denominated in other than
U.S. dollars will be initially issued in denominations of the amount of the
Specified Currency for such Note equivalent, at the noon buying rate for cable
transfers in The City of New York for such Specified Currency (the "Exchange
Rate") on the first Market Day next preceding the date on which the Company
accepts the offer to purchase such Note, to $1,000 and integral multiples
thereof (or the equivalent thereof in the Specified Currency for such Note).
Interest rates offered by the Company with respect to a Note may differ
depending upon, among other things, the aggregate principal amount of the
Notes purchased in any single transaction.
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 Date.
This Note will be subject to redemption at the option of the Company on
any date on and 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 no more than60 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 the Annual
Redemption Percentage Reduction, if any, specified on the face hereof until
the Redemption Price is 100% of unpaid principal amount to be redeemed. In
the event of redemption of the 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 Company 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 a minimum authorized denomination), at a repayment price equal to
100% of the unpaid principal amount to be repaid, together with unpaid
interest accrued thereon 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 herein entitled "Option to Elect Repayment" duly completed, by the
Trustee at its corporate trust office 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 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 (i) the
Amortized Face Amount (as defined below) as of the date of such event, plus
(ii) with respect to any redemption, the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if any) minus 100%
multiplied by the Issue Price specified on the face hereof, net of any portion
of such Issue Price which has been paid prior to the Redemption Date, or the
portion of the Issue Price (or the net amount) proportionate to the portion of
the unpaid principal amount to be redeemed, plus (iii) any accrued interest to
the date of such event the payment of which would constitute qualified stated
interest payments within the meaning of Treasury Regulation 1.1273-1(c) under
the Internal Revenue Code of 1986, as amended (the "Code"). The "Amortized
Face Amount" shall mean an amount equal to (i) the Issue Price plus (ii) the
aggregate portions of the original issue discount (the excess of the amounts
considered as part of the "stated redemption price at maturity" of this Note
within the meaning of Section 1273(a)(2) of the Code, whether denominated as
principal or interest, over the Issue Price) which shall theretofore have
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the Original Issue Date to the date of
determination, minus (iii) any amount considered as partof the "stated
redemption price at maturity" of this Note which has been paid from the
Original Issue Date to the date of determination.
If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.
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 Debt Securities at any time by
the Company and the Trustee with the consent of the Holders of not less than a
majority of the aggregate principal amount of all Debt Securities at the time
outstanding and affected thereby. The Indenture also contains provisions
permitting the Holders of not less than a majority of the aggregate principal
amount of the outstanding Debt Securities, on behalf of the Holders of all
such Debt Securities, to waive compliance by the Company with certain
provisions of the Indenture. Furthermore, provisions in the Indenture permit
the Holders of not less than a majority of the aggregate principal amount of
the outstanding Debt Securities, in certain instances, to waive, on behalf of
all of the Holders of Debt Securities of such series, 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 other Notes issued upon the registration
of transfer hereof or in exchange heretofore or in lieu hereof, whether or not
notation of such consent or waiver is made upon the 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 principal, premium, if any, and interest 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 Company upon surrender of this Note for registration of
transfer at the office or agency of the Company 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 Company 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 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
Holder in whose name this Note is registered as the owner thereof 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 this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely in such State.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Note, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM- as tenants in common UNIF GIFT MIN ACT - Custodian
------- -------
TEN ENT- as tenants by the entireties (Cust) (Minor)
JT TEN- as joint tenants with rights of
survivorship and not as tenants in common Act
------------------
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undesigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
----------------------------- ----
| |
|___________________________________|______________________________________
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|___________________________________|______________________________________
___________________________________________________________________________
(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 Trustee, with full power of
substitution in the premises.
Date: Notice: The signature(s) on this assignment must
--------------- correspond with the name(s) as written upon
the face of the within Note in every
particular, without alteration or enlargement
or any change whatsoever.
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 100% 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, 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 hereof (which shall be increments of U.S. $1,000 (or, if
the Specified Currency is other than U.S. 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: $ __________________________________
--------------- ----------------------------------
Notice: The signature(s) on this
Date: Option to Elect Repayment must
--------------------------- correspond with the name(s) as
written upon the face of the
within Note in everyparticular,
without alteration or enlargement
or any change whatsoever.
