EXHIBIT 4.A
REGISTERED REGISTERED
No. FXR-______________ PRINCIPAL
CUSIP No.: _______________ AMOUNT (and Specified Currencies
if other than U.S. dollars):
MERCK & CO., INC.
MEDIUM-TERM NOTE, SERIES F
(Fixed Rate)
This Security is a Book-Entry Security within the meaning of the
Indenture referred to on the reverse hereof and is registered in the name of a
Depository or a nominee of a Depository. This Security is exchangeable for
Securities registered in the name of a Person other than the Depository or its
nominee only in the limited circumstances described in the Indenture, and this
Security may not be transferred except as a whole by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository.
Unless this Certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC") to the Company
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 DTC (and any payment hereon
is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), 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.
ORIGINAL ISSUE DATE: AUTHORIZED DENOMINATIONS:
(if Specified Currency is other than
U.S. dollars)
INTEREST RATE: MATURITY DATE:
OPTIONAL REPAYMENT DATES: REDEMPTION
COMMENCEMENT DATE:
REDEMPTION PERIODS: REDEMPTION PRICES:
OTHER PROVISIONS:
Merck & Co., Inc., a New Jersey corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to) , for value received, hereby promises to pay to Cede &
Co., as nominee for The Depository Trust Company, or registered assigns, the
principal sum of __________________ on the Maturity Date specified above [if the
Security is to bear interest prior to Maturity, insert - and to pay interest
thereon from and including the Original Issue Date specified above or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on May 1 and November 1 in each year and at
Maturity, commencing on the first such Interest Payment Date next succeeding the
Original Issue Date (or, if the Original Issue Date is after the Regular Record
Date and before the Interest Payment Date immediately following such Regular
Record Date, on the second such Interest Payment Date next succeeding the
Original Issue Date), at the rate per annum specified above, until the principal
hereof is paid or made available for payment, and (to the extent that the
payment of such interest shall be legally enforceable) at the interest rate
equal to the Interest Rate specified above on any overdue principal and premium
and on any overdue installment of interest. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the April 15 or
October 15 (whether or not a Business Day in The City of New York), as the case
may be, next preceding such Interest Payment Date; provided, however, that
interest payable at Maturity will be payable to the person to whom principal
shall be payable. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not
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less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture]. [If the Security is not to bear interest prior to Maturity, insert -
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the Default Rate per annum specified above (to the extent that the
payment of such interest shall be legally enforceable), which shall accrue from
the date of such default in payment to the date payment of such principal has
been made or duly provided for. Interest on any overdue principal shall be
payable on demand. Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the Default Rate per annum specified above
(to the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such demand or payment to the date payment
of such interest has been made or duly provided for, and such interest shall
also be payable on demand.]
Payment of the principal of (and premium, if any) and any such
interest on this Security will be made in the Specified Currency specified above
(or, if such 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 such Specified Currency as at the time of such payment
is legal tender for the payment of such debts); provided, however, that, if this
Security is denominated in other than U.S. dollars, payments of principal (and
premium, if any) and interest on this Security will nevertheless be made in U.S.
dollars: (a) at the option of the Holder of this Security under the procedures
described in the two next succeeding paragraphs and (b) at the Company's option
in the case of imposition of exchange controls or other circumstances beyond the
Company's control as described in the fifth succeeding paragraph. The Company
will at all times appoint and maintain a Paying Agent (which may be the Trustee)
authorized by the Company to pay the principal of (and premium, if any) or
interest on any Securities of this series on behalf of the Company and having an
office or agency (the "Paying Agent Office") in The City of New York, where
Securities of this series may be presented or surrendered for payment and where
notices, designations or requests in respect of payments with respect to
Securities of this series may be served. The Company has initially appointed
U.S. Bank Trust National Association, as such Paying Agent, with the Paying
Agent Office currently at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Company
will give prompt written notice to the Trustee of any change in such
appointment.
Except as provided in the next paragraph, payments of interest and
principal (and premium, if any) for any Security of this series denominated in a
Specified Currency other than U.S. dollars will be made in U.S. dollars if the
registered Holder of such Security on the relevant Regular Record Date, or at
the Maturity of such Security, as the case may be, has transmitted a written
request for such payment in U.S. dollars to the Trustee at its Corporate Trust
Office in The City of New York on or before such Regular
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Record Date, or the date 15 days prior to Maturity, as the case may be. Such
request may be in writing (mailed or hand delivered) or by cable, telex or other
form of facsimile transaction. Any such request made for any Security by a
registered Holder will remain in effect for any further payments of interest and
principal (and premium, if any) on such Security payable to such Holder, unless
such request is revoked on or before the relevant Regular Record Date or the
date 15 days before the Maturity of such Security, as the case may be.
Notwithstanding the foregoing, any nominee of The Depository Trust Company
("DTC"), as Holder, will be deemed to have elected to receive payments on a
Security denominated other than in U.S. dollars except to the extent that such
Holder requests, in accordance with the then current policies of DTC, that such
payments be made in the Specified Currency, and to such extent payments on such
Security will be made in the Specified Currency.
The U.S. dollar amount to be received by a Holder of a Security
denominated in a Specified Currency other than U.S. dollars 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 defined below) as
of 11:00 a.m., New York City time on the second Market Day (as hereinafter
defined) 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 such Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of such Specified
Currency payable to all Holders of Securities of this series denominated in such
Specified Currency electing to receive U.S. dollar payments on such payment date
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 payment
of principal (and premium, if any) or interest for any such Security, such
payment will be made in the Specified Currency. All currency exchange costs
associated with any payment in U.S. dollars on any such Security will be borne
by the Holder thereof by deductions from such payment. If this Security is
denominated in a Specified Currency other than U.S. dollars, (i) the Company
will at all times appoint and maintain an agent that is not an affiliate of the
Company as Exchange Rate Agent hereunder; and (ii) the Company has initially
appointed U.S. Bank Trust National Association, as such Exchange Rate Agent and
will give prompt written notice to the Trustee of any change in such
appointment.
"Market Day" means (a) with respect to all Securities, any day that
is a Business Day in The City of New York, (b) with respect to a Security that
is a LIBOR note, any day on which dealings in the relevant index currency are
transacted in the London interbank market, (c) with respect to a Security
denominated in a currency other than U.S. dollars or euros, any day that is a
Business Day in the principal financial center of the country issuing the
Specified Currency, (d) with respect to a Security denominated in euros, or that
is a EURIBOR note, or a LIBOR note for which the index currency is euros, any
day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System, or any successor system, is open for business and (e)
for any other Securities, any day that is a Business Day in The City of New
York.
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Payment of the principal of (and premium, if any) and interest on
any Security of this series due at the Maturity of such Security will be made in
immediately available funds upon surrender of such Security at the Corporate
Trust Office of U.S. Bank Trust National Association, in the Borough of
Manhattan, The City of New York; provided that such Security is presented to the
Paying Agent in time for the Paying Agent to make such payment in accordance
with its normal procedures. Payments of interest on any Security of this series
(other than at the Maturity of such Security) will be made by check mailed to
the address of the Person entitled thereto as it appears in the Security
Register or by wire transfer to such account as may have been appropriately
designated in writing no later than the relevant Regular Record Date to the
Paying Agent by such Person.
A payment on this Security due on any day that is not a Market Day
with respect to this Security need not be made on such a day, but may be made on
the next succeeding Market Day with the same force and effect as if made on the
due date, and no interest shall accrue for the period from and after such date.
Payments of interest and principal (and premium, if any) on this
Security to be paid in a Specified Currency other than U.S. dollars will be made
by wire transfer to such account maintained with a bank located in the country
issuing the Specified Currency or other jurisdiction acceptable to the Company
and the Trustee as shall have been designated in writing on or prior to the
relevant Regular Record Date preceding the Interest Payment Date or 15 days
preceding Maturity, as the case may be, or, in the case of a Security held
registered to a nominee of DTC, not later than the time required by then-current
policies of DTC, by the registered Holder of this Security on the relevant
Regular Record Date or Maturity; provided that, in the case of payment of
principal of (and premium, if any) and any interest due at Maturity, the
Security is presented to the Paying Agent 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 Trustee
at its Corporate Trust Office in The City of New York, and, unless revoked in
writing, any such designation made with respect to this Security by a registered
Holder will remain in effect with respect to any further payments with respect
to such Security payable to such Holder. If a payment with respect to this
Security cannot be made by wire transfer because the required designation has
not been received by the Trustee on or before the requisite date or for any
other reason, a notice will be mailed to the Holder at its registered address
requesting a designation pursuant to which such wire transfer can be made and,
upon the Trustee's receipt of such a designation, such payment will be made
within 5 Market 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 Holders of the Security in respect of which payments are made.
If the principal of (and premium, if any) or interest on this
Security is payable in other than U.S. dollars and such Specified Currency is
not available, due to the
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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 this Security by making such payments in U.S. dollars on the basis of the
most recently available Exchange Rate (as defined on the reverse hereof).
If the Specified Currency specified above is converted into or
replaced by another currency pursuant to law having general and direct
applicability in the jurisdiction which issued such Specified Currency (which
may include European Community law), any payments in respect of this Security
otherwise required to be made in such Specified Currency shall be made in the
currency into or by which such Specified Currency has been so converted or
replaced, based on the conversion or equivalency rate prescribed by law having
general and direct applicability in such jurisdiction (which may include
European Community law), and such Specified Currency shall not be deemed to be
unavailable to the Company solely by reason of any such conversion or
replacement. If any currency is introduced in the jurisdiction issuing the
Specified Currency on the basis of legally enforceable equivalency to such
Specified Currency pursuant to law having general and direct applicability in
such state (which may include European Community law) in preparation for
conversion of such Specified Currency into, or replacement of such Specified
Currency by, such other currency, the Company shall be entitled, at its option,
to make any payments in respect of this Security otherwise required to be made
in such Specified Currency in such other currency based on the equivalency rate
prescribed by law having general and direct applicability in such jurisdiction
(which may include European Community law). Making payments in accordance with
this paragraph shall not, by itself, constitute a default in the Company's
obligations to make such payments. No occurrence of a currency conversion,
replacement or introduction of a type described in this paragraph involving the
Specified Currency shall, by itself, entitle the Company to avoid its
obligations under this Security or entitle the Company or any Holder of this
Security to rescission of the purchase and sale of this Security or to
reformation of any of the terms hereof on the grounds of impossibility or
impracticability of performance, frustration of purpose or otherwise.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
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Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: ________, 200_
MERCK & CO., INC.
By ________________________
Attest:
_______________________
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.
U.S. BANK TRUST NATIONAL ASSOCIATION,
As Trustee
By ______________________________________
Authorized Officer
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REVERSE OF SECURITY
MERCK & CO., INC.
MEDIUM-TERM NOTE, SERIES F
(FIXED RATE)
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 April 1, 1991, as amended and
supplemented (herein called the "Indenture"), between the Company and U.S. Bank
Trust National Association, 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 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. The Securities of
this series may be issued upon original issuance under the Indenture from time
to time in an aggregate principal amount not to exceed $3,817,795,000 or its
equivalent in one or more other currencies [,] [currency units] or composite
currencies; provided, however, that the foregoing limit may be increased by the
Company if in the future it determines that it may wish to sell additional
Securities of this series.
Payments of interest hereon with respect to any Interest Payment
Date will include interest accrued to but excluding such Interest Payment Date.
Interest hereon shall be computed on the basis of a 360-day year of twelve
30-day months.
This Security is not subject to any sinking fund and, unless a
Redemption Commencement Date is specified on the face hereof, this Security
shall not be redeemable before the Maturity Date specified on the face hereof.
If a Redemption Commencement Date is so specified, this Security is subject to
redemption upon not more than 60 or less than 30 days' notice by first class
mail at any time on or after the Redemption Commencement Date, as a whole or in
part in increments of $1,000 or such other minimum Authorized Denomination as is
specified on the face hereof (provided that any principal amount of such
Security be at least $1,000 or such other minimum Authorized Denomination), at
the election of the Company, at the Redemption Price specified on the face
hereof (expressed as a percentage of the principal amount of this Security)
applicable to the Redemption Period so specified during which this Security is
to be redeemed, together in the case of any such redemption with accrued
interest to the Redemption Date; but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holder of this
Security, or one or more Predecessor Securities, of record at the close of
business on the relevant Regular Record Dates referred to on the face hereof,
all as provided in the Indenture.
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor and for a principal
amount equal to the unredeemed portion will be issued to the registered Holder
upon the cancellation hereof.
This Security will be repayable by the Company at the option of the
Holder hereof prior to Stated Maturity only if one or more Optional Repayment
Dates are specified on the face hereof. If so specified, this Security will be
subject to repayment at the option of the Holder hereof on any Optional
Repayment Date in whole or from time to time in part in increments of $1,000 or
such other minimum Authorized Denomination specified herein (provided that any
remaining principal amount thereof shall be at least $1,000 or such other
minimum Authorized Denomination) , at a repayment price equal to 100% of the
unpaid principal amount to be repaid (or, if this Security is an Original Issue
Discount Security, such lesser amount as provided herein), together with unpaid
interest accrued to the date of repayment. For this Security to be repaid, such
Security must be received, together with the form hereon entitled "Option to
Elect Repayment" duly completed, by the Trustee at its Corporate Trust Office
(or such other address of which the Company shall from time to time notify the
Holders) not more than 60 nor less than 30 calendar days prior to the date of
repayment. Exercise of such repayment option by the Holder shall be irrevocable.
If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
(or, in the case of any Securities of this series that are Original Issue
Discount Securities, an amount of principal thereof determined in accordance
with the provisions of this Security set out in the next paragraph (the "Default
Amount")) may be declared due and payable in the manner and with the effect
provided in the Indenture.
If this Security is an Original Issue Discount Security and if an
Event of Default with respect to the Securities of this series shall have
occurred and be continuing, the Default Amount of principal of this Security may
be declared due and payable in the manner and with the effect provided in the
Indenture. Such Default Amount shall be equal to the adjusted issue price as at
the first day of the accrual period (as determined under Treasury Regulation
Section 1.1275-1(b) (or successor regulation) under the United States Internal
Revenue Code of 1986, as amended), in which the date of acceleration occurs,
increased by the daily portion of the original issue discount for each day in
such accrual period ending on the date of acceleration, (as determined under
Treasury Regulation Section 1.1272-1(b) (or successor regulation) under the
United States Internal Revenue Code of 1986, as amended) Upon payment (i) of the
amount of principal so declared due and payable and (ii) of interest on any
overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if any,
on this Security shall terminate.
The Indenture contains provisions for defeasance at any time of (i)
the entire indebtedness of this Security or (ii) certain restrictive covenants
and Events of
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Default with respect to this Security, in each case upon compliance with certain
conditions set forth therein.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange thereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth (including, in the case of a Book-Entry Security certain
additional limitations), the transfer of this Security is registerable in the
Security Register, upon surrender of this Security for registration of transfer
at the office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of (i) if denominated in U.S. dollars, $1,000
and any integral multiple thereof or (ii) if denominated in a Specified Currency
other than U.S. dollars, the amount of such Specified Currency which is
equivalent at the noon buying rate for cable transfers of the Specified Currency
as reported by the Federal Reserve Bank of New York (the "Exchange Rate") on the
first Market Day next preceding the Original Issue Date, to $1,000 (rounded down
to an integral multiple of 1,000 units (but not less than 1,000 units) of the
Specified Currency) and any greater amount that is an integral multiple of 1,000
units of such Specified Currency. The Securities of this series may be issued,
in whole or in part, in the form of one or more Book-Entry Securities bearing
the legend specified in the Indenture regarding certain restrictions on
registration of transfer and exchange and issued to The Depository Trust Company
as depository for the Book-Entry
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Securities of this series (the "Depository") or its nominee and registered in
the name of the Depository or such nominee. As provided in the Indenture and
subject to certain limitations (including, in the case of any Book-Entry
Security, certain additional limitations) therein set forth, Securities of this
series are exchangeable for a like aggregate principal amount of Securities of
this series and of like tenor of a different authorized denomination, as
requested by the Holder 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 Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of the within Security, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ___________ Custodian ____________
(Cust) (Minor)
under Uniform Gifts to Minors Act
__________________________________
(State)
Additional abbreviations may also be used
though not in the above list.
___________________________________
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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)
________________________________________________________________________________
the within Security and all rights thereunder, and hereby irrevocably
constitutes and appoints _______________________________________________________
________________________________________________________________________________
________________________________________________________________________________
to transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated: ________________
Signature Guaranteed
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__________________________________ _____________________________________
NOTICE: Signature must be NOTICE: The signature to this
guaranteed by a member firm of the assignment must correspond with the
New York Stock Exchange or a name as written upon the face of
commercial bank or trust company. the within Security in every
particular, without alteration or
enlargement or any change whatever.
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay the within Security (or portion thereof specified below) pursuant to
its terms at a price equal to the principal amount thereof, together with
interest to the Optional Repayment Date, to the undersigned at
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Security is to be
repaid, specify the portion thereof (which shall be increments of $1,000 or such
other minimum Authorized Denomination as is specified on the face hereof) which
the holder elects to have repaid: _________________; and specify the
denomination or denominations (which shall not be less than the minimum
Authorized Denomination) of the Securities to be issued to the Holder for the
portion of the within Security not being repaid (in the absence of any such
specification, one such Security will be issued for the portion not being
repaid):
_____________________________
Date: _______________________ ________________________________________
NOTICE: The signature on this Option to
Elect Repayment must correspond with the
name as written upon the face of the
within instrument in every particular
without alteration or enlargement or any
change whatsoever.
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