[FACE OF NOTE]
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.1
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.2
REGISTERED CUSIP No.: PRINCIPAL AMOUNT:
No. FXR-____ _________________________________
WELLSFORD RESIDENTIAL PROPERTY TRUST
MEDIUM-TERM NOTE
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: % STATED MATURITY DATE:
INTEREST PAYMENT DATE(S) DEFAULT RATE: %
[ ] _______ and ______
[ ] Other:
INITIAL REDEMPTION 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:
[ ] Other: multiples thereof
[ ] Other:
EXCHANGE RATE: AMORTIZING SECURITY: AMORTIZATION
U.S. $1.00 = _______ [ ] Yes FORMULA:
[ ] No
AMORTIZATION PAYMENT ADDENDUM ATTACHED OTHER/ADDITIONAL
DATE(S): [ ] Yes PROVISIONS:
[ ] No
1 This paragraph applies to global Notes only.
2 This paragraph applies to global Notes only.
Wellsford Residential Property Trust, a Maryland real estate
investment trust (the "Trust", which term includes any successor
entity 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 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,
including any overdue sinking fund or redemption payment. The
Trust 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 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 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.
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"). 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 calendar day
(whether or not a Business Day, as defined below) immediately
preceding such Interest Payment Date (the "Record Date"); pro-
vided, 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 hereinafter referred to, notice
whereof shall be given to the holder of this Note by the Trustee
not more than 15 days and not less than 10 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.
Payment of principal, premium, if any, and interest in
respect of this Note due on the Maturity Date or any prior date
on which the principal or an installment of principal of this
Note becomes due and payable, whether by the declaration of
acceleration or otherwise, will be made in immediately available
funds upon presentation and surrender of this Note (and, with
respect to any applicable repayment of this Note, upon
presentation and surrender of this Note and a duly completed
election form as contemplated on the reverse hereof) at the
office or agency maintained by the Trust for that purpose in the
Borough of Manhattan, The City of New York, currently the office
of the Trustee located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, or at such other paying agency in the Borough of
Manhattan, The City of New York, as the Trust may determine;
provided, however, that if the Specified Currency specified above
is other than United States dollars and such payment is to be
made in the Specified Currency in accordance with the provisions
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 or agency maintained by the Trust in time
for the Trustee to make such payment in such funds in accordance
with its normal procedures. Payment of interest due on any
Interest Payment Date other than the Maturity Date will be made
at the aforementioned office or agency maintained by the Trust
or, at the option of the Trust, by check mailed to the address of
the person entitled thereto as such address shall appear in the
Security Register maintained by the Trustee; provided, however,
that a holder of U.S.$10,000,000 (or, if the Specified Currency
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 any
Interest Payment Date other than the Maturity 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 holder.
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, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions are authorized or required by law,
regulation or executive order to close in The City of New York;
provided, however, that if the Specified Currency is other than
United States dollars, 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, if the Specified Currency is European Currency
Units ("ECU"), such day 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, Deutsche
marks, Dutch guilders, Italian lire, Swiss francs and ECU, the
Principal Financial Center shall be The City of New York, Sydney,
Frankfurt, Amsterdam, Milan, Zurich and Luxembourg, respectively.
The Trust is obligated to make payments 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 United States dollars, except as
provided below, any such amounts so payable by the Trust will be
converted by the Exchange Rate Agent specified above into United
States dollars for payment to the holder of this Note.
If the Specified Currency is other than United States
dollars, the holder of this Note may elect to receive such
amounts in such Specified Currency. If 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 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 Trust 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 such Specified
Currency payable to all holders of Foreign Currency 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 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 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 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 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 reasonable
control of the Trust, the Trust will be 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 or as otherwise specified on the face hereof. The
"Market Exchange Rate" for the Specified Currency means the noon
dollar buying rate in The City of New York for cable transfers
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. Any payment made under such
circumstances in United States dollars will not constitute an
Event of Default (as defined in the Indenture) with respect to
this Note.
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 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
reasonable control of the Trust, then the Trust 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.
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
on the face hereof, in the Addendum hereto, which further
provisions shall have the same force and effect as if set forth
on the face hereof.
Notwithstanding any provisions to the contrary contained
herein, if the face of this Note specifies that an Addendum is
attached hereto or that "Other/Additional Provisions" apply to
this Note, this Note shall be subject to the terms set forth in
such Addendum or such "Other/Additional Provisions".
Unless the Certificate of Authentication hereon has been
executed by the Trustee or its Authenticating Agent 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, Wellsford Residential Property Trust has
caused this Note to be duly executed by one of its duly
authorized officers.
WELLSFORD RESIDENTIAL PROPERTY TRUST
By________________________________
Title:
[SEAL]
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.
UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee
By____________________________
Authorized Signatory
[REVERSE OF NOTE]
WELLSFORD RESIDENTIAL PROPERTY TRUST
MEDIUM-TERM NOTE
(Fixed Rate)
This Note is one of a duly authorized series of Securities
(the "Securities") of the Trust issued and to be issued under an
Indenture, dated as of October 25, 1996, as amended, modified or
supplemented from time to time (the "Indenture"), between the
Trust and United States Trust Company 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 Trust, 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
Due Nine Months or More from Date of Issue" (the "Notes"). All
terms used but not defined in this Note or in an Addendum hereto
shall have the meanings assigned to such terms in the Indenture
or on the face hereof, as the case may be.
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 specified 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
Trust on any date on and after the Initial Redemption 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 Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof until
the Redemption Price is 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 Trust 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 thereon to the
date fixed for repayment (each, a "Repayment Date"). For this
Note to be repaid, the Trustee must receive at its office in the
Borough of Manhattan, The City of New York, referred to on the
face hereof, at least 30 days but not more than 60 days prior to
the Repayment Date (i) this Note and the form hereon entitled
"Option to Elect Repayment" duly completed or (ii) a telegram,
telex, facsimile transmission, or a letter from a member of a
national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in
the United States setting forth the name of the holder hereof,
the principal amount of this Note, the principal amount of this
Note to be repaid, the certificate number or a description of the
tenor and terms of this Note, a statement that the option to
elect repayment is being exercised thereby, and a guarantee that
this Note, together with the form hereon entitled "Option to
Elect Repayment" duly completed, will be received by the Trustee
not later than the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter, provided that
such telegram, telex, facsimile transmission or letter shall only
be effective if this Note and duly completed form are received by
the Trustee by such fifth Business Day. 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
of this Note 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 using a constant yield method. 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), a coupon rate equal to the initial coupon
rate applicable to this Note 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.
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 Trust and the rights of the holders
of the Securities at any time by the Trust and the Trustee with
the consent of the holders of not less than a majority of the
aggregate principal amount of all 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 Securities of
any series, on behalf of the holders of all such Securities, to
waive compliance by the Trust 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 Securities of any series, in certain
instances, to waive, on behalf of all of the holders of
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 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 Trust, 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 Trust upon
surrender of this Note for registration of transfer at the office
or agency of the Trust 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 Trust 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 Trust 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 Trust, the Trustee and any agent of the Trust 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 Trust, the Trustee nor any
such agent shall be affected by notice to the contrary.
This Note and all documents, agreements, understandings and
arrangements relating to any transaction contemplated hereby or
thereby have been executed or entered into by the undersigned in
his/her capacity as an officer or trustee of the Trust which has
been formed as a Maryland real estate investment trust pursuant
to the Declaration of Trust of the Trust, dated as of July 20,
1992, as amended, and not individually, and neither the trustees,
officers, employees or shareholders of the Trust shall be bound
or have any personal liability hereunder or thereunder. The
holder of this Note by accepting this Note waives and releases
all such liability. This waiver and release are part of the
consideration for the issue of this Note. Each party hereto
shall look solely to the assets of the Trust for satisfaction of
any liability of the Trust in respect of this Note and all
documents, agreements, understandings and arrangements relating
to any transaction contemplated hereby or thereby and will not
seek recourse or commence any action against any of the trustees,
officers or shareholders of the Trust or any of their personal
assets for the performance or payment of any obligation hereunder
or thereunder. The foregoing shall also apply to any future
documents, agreements, understandings, arrangements and
transactions between the parties hereto.
The Indenture and this Note shall be governed by and
construed in accordance with the laws of the State of New York.
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 right of under Uniform Gifts to Minors
survivorship and not as tenants Act_____________________
in common (State)
Additional abbreviations may also be used though not in the above
list.
__________________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
| |
|______________________________|___________________________________________
___________________________________________________________________________
______(Please print or typewrite name and address including postal zip code
of assignee)
___________________________________________________________________________
this Note and all rights thereunder hereby irrevocably constituting and
appointing
___________________________________________________________________________
Attorney to transfer this Note on the books of the Trustee, with full power
of substitution in the premises.
Dated:_____________________ ____________________________________
_____________________________________
Notice: The signature(s) on this
Assignment 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.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Trust 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 in the Borough of Manhattan, The City of New York,
currently located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 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: $____________ ___________________________
Notice: The signature(s) on this
Date: _____________________ 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.