EXHIBIT 4.4
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS GLOBAL NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME
OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES HEREINAFTER DESCRIBED AND, UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE 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.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY ("DTC"), A NEW YORK CORPORATION, TO THE COMPANY (AS DEFINED BELOW)
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT 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.
No. $
CUSIP No.
XXXXXX & XXXXX CORPORATION
6-1/2% Notes due 2006
Xxxxxx & Xxxxx Corporation, a corporation duly organized and existing under
the laws of the State of New Jersey (herein 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., or registered assigns,
the principal sum of Dollars ($ ) on
January 15, 2006 and to pay interest thereon from the later of January 30, 1996,
or the most recent Interest Payment Date to which interest has been paid or duly
provided for with respect to this Note, or with respect to the Company's 6-1/2%
Notes due 2006 that were not registered with the Securities and Exchange
Commission and that are exchangeable for this Note, semi-annually on January 15
and July 15 in each year, commencing __________, 1996, at the rate per annum
provided in the title hereof, until the principal hereof is paid or made
available for payment. Interest on this Note shall be calculated on the basis of
a 360-day year consisting of twelve 30-day months. 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 Note (or
one or more Old Notes) is registered at the close of business on the Regular
Record Date for such interest, which shall be the December 31 or June 30
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. 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 be paid to the Person in whose name this Note (or one or more Old Notes)
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 Notes of this series not 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 Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.
Payment of the principal of and the interest on this Note will be made at
the office or agency of the Company maintained for that purpose in The Borough
of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment to DTC or any
successor depositary may be made by wire transfer to the account designated by
DTC or such successor depositary in writing.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof 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, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: , 1996 XXXXXX & XXXXX CORPORATION
[Seal]
By: _____________________________________
Chairman of the Board
and Chief Executive Officer
By: _____________________________________
Vice President - Finance and Treasurer
2
XXXXXX & XXXXX CORPORATION
6-1/2% Notes due 2006
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes") issued and to be issued in one or more series under
an Indenture, dated as of January 15, 1992 (herein called, together with all
indentures supplemental thereto, the "Indenture") between the Company and First
Trust of New York, National Association, as Trustee (successor trustee to Xxxxxx
Guaranty Trust Company of New York) (herein called the "Trustee", which term
includes any successor trustee under the Indenture with respect to Notes), 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 Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face hereof, limited
(subject to exceptions provided in the Indenture) to the aggregate principal
amount specified in the Officers' Certificate dated January 30, 1996
establishing the terms of the Notes pursuant to the Indenture.
This Note is not subject to redemption prior to maturity.
The Indenture contains provisions for defeasance of (a) the entire
indebtedness of the Notes and (b) certain restrictive covenants upon compliance
by the Company with certain conditions set forth therein.
If an Event of Default with respect to the Notes 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 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 all series to be affected (each voting as a class). The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Notes 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 Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor 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 Company, which is
absolute and unconditional, to pay the principal of and interest on this Note,
at the times, place and rate, and in the coin or currency, herein prescribed and
in the Officer's Certificate dated January 30, 1996 establishing the terms of
the Notes.
This Note shall be exchangeable for Notes registered in the names of
Persons other than DTC or its nominee, or a successor depositary with respect to
the Notes or its nominee, only as provided in this paragraph. This Note shall be
so exchangeable if (x) DTC or a successor depositary notifies the Company that
it is unwilling or unable to continue as depositary for the Notes or at any time
ceases to be a clearing agency registered as such under the Securities Exchange
Act of 1934, as amended, (y) the Company executes and delivers to the Trustee an
Officers' Certificate providing that this Note shall be so exchangeable or (z)
there shall have occurred and be continuing an Event of Default with respect to
the Notes. Notes so issued in exchange for this Global Note shall be of the same
series, having the same interest rate and maturity and having the same terms as
this Global Note, in authorized denominations and in the aggregate having the
same principal amount as this Global Note and registered in such names as DTC or
such successor depositary for this Global Note shall direct.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of a Note of the series of which this Note is a part is
registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any place
where the principal of and interest on this Note 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 Notes 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 Notes the series of which this Note is a part are issuable only in
registered form without coupons in denominations of $1,000 and integral
multiples thereof. As provided in the Indenture and in the Officers' Certificate
dated January 30, 1996 establishing the terms of the Notes, and subject to
certain limitations set forth in the Indenture, such Officers' Certificate and
in this Note, the Notes are exchangeable for a like aggregate principal amount
of Notes 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 Note 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 Note is registered as the owner hereof 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.
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated
herein and referred to in the within-mentioned Indenture.
3
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
as Trustee
By: ______________________________________
Authorized Officer
4
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, 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 (Cust) (Minor)
entireties
JT TEN --as joint tenants with Under Uniform Gifts to Minors
right of survivorship Act_________________________
and not as tenants in (State)
common
Additional abbreviations may also be used though not in the above list.
______________________________________
FOR VALUE RECEIVED, the undersigned registered holder 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 OF ASSIGNEE
________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
_______________________________________________________________________ Attorney
to transfer said Note on the books of the Company with full power of
substitution in the premises.
Dated:__________________________________________________________________________
Notice: The signature to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular,
without alteration or enlargement or any change whatever.
