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Exhibit 4.2
SWT FINANCE B.V.
12.5% Senior Subordinated Note
due 2010
CUSIP No. 785039 AB4
ISIN No. XS0120514921(2)
No.____ Principal Amount: 100,000,000, as revised by the Schedule of
Principal Amount attached as Schedule A hereto.
SWT FINANCE B.V., a limited liability company organized under the laws
of The Netherlands (the "Issuer", which term includes any successor
corporation), for value received promises to pay BT Globenet Nominees Limited or
registered assigns upon surrender hereof the principal sum indicated on Schedule
A hereof on June 1, 2010.
Interest Payment Dates: June 1 and December 1, commencing December 1,
2000
Record Dates: May 15 and November 15
Reference is made to the further provisions of this Note contained
herein, which will for all purposes have the same effect as if set forth at this
place.
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IN WITNESS WHEREOF, the Issuer has caused this Note to be signed
manually or by facsimile by its duly authorized officers.
SWT FINANCE B.V.
by
---------------------------------
Name:
Title:
This is one of the Notes
referred to in the within-mentioned
Indenture:
BANKERS TRUST COMPANY, as Trustee,
by
----------------------------------
Name:
Title:
Dated:
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SWT FINANCE B.V.
12.5% Senior Subordinated Note
due 2010
1. Interest. SWT Finance B.V., a company organized under the laws of The
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Netherlands (the "Issuer"), promises to pay interest on the principal amount of
this Note at the rate and in the manner specified below. Interest on the Notes
will accrue at 12.5% per annum on the principal amount then outstanding, and be
payable semi-annually in arrears on each June 1 and December 1, or if any such
day is not a Business Day on the next succeeding Business Day, commencing
December 1, 2000, to the Holder hereof. Notwithstanding any exchange of this
Note for a Definitive Note during the period starting on a Record Date relating
to such Definitive Note and ending on the immediately succeeding Interest
Payment Date, the interest due on such Interest Payment Date shall be payable to
the Person in whose name this Global Note is registered at the close of business
on the Record Date for such interest. Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from December 1, 2000. Interest will be computed on the basis of a 360-
day year of twelve 30-day months.
2. Additional Amounts. (a) All payments made by the Issuer on the Notes
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and all payments made by the Guarantors on the Guarantees, if any, will be made
without withholding or deduction for, or on account of, any present or future
taxes, duties, assessments or governmental charges of whatever nature
(collectively, "Taxes") imposed or levied by or on behalf of the U.S., the U.K.
or the Netherlands, or any other jurisdiction in which the Parent, the Issuer,
any other Guarantors or any Successor Corporation following a transaction
permitted under Section 5.1 are organized or are otherwise resident for tax
purposes or any political subdivision thereof or any authority having power to
tax therein or any jurisdiction from or through which payment is made (each, a
"Relevant Taxing Jurisdiction"), unless the withholding or deduction of such
Taxes is then required by law or the interpretation or administration thereof.
If any deduction or withholding for, or on account of, any Taxes of any Relevant
Taxing Jurisdiction, shall at any time be required on any payments made by the
Issuer with respect to the Notes, including payments of principal of, premium,
if any, interest, or Liquidated Damages, if any, the Issuer will pay such
Additional Amounts ("Additional Amounts") as may be necessary to ensure that the
net amounts received by Holders of Notes after such withholding or deduction
shall equal the respective amounts of principal, premium, interest and
Liquidated Damages that would have been receivable in respect of the Notes or
the Guarantees (as the case may be) in the absence of such withholding or
deduction.
(b) At least 10 days prior to the first date on which payment of principal,
premium, if any, Liquidated Damages, if any, or interest on the Notes is to be
made, and at least 10 days prior to any subsequent date if there has been any
change with respect to the matters set forth in the Officer's Certificate
described in Section 4.20 of the Indenture, the Issuer will furnish the Trustee
and the Paying Agent, if other than the Trustee, with an Officer's Certificate
instructing the Trustee and the Paying Agent whether such payments shall be made
to the Holders without withholding or deduction for, or on account of, any Taxes
as described in paragraph (a) above,
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and, if any such withholding or deduction is required, then such Officer's
Certificate shall specify the amount of Additional Amounts payable to the
Holders as a result.
(c) Notwithstanding the foregoing, no Additional Amounts will be payable
with respect to:
(1) any payments on Notes held by or on behalf of a Holder of Notes or
beneficial owner who is liable for Taxes in respect of such Note by reason of
the Holder of Notes or beneficial owner having a connection with the Relevant
Taxing Jurisdiction, including being a citizen or resident or national of, or
carrying on a business or maintaining a permanent establishment in, or being
physically present in, the Relevant Taxing Jurisdiction, other than by the
mere holding of the Note or enforcement of rights thereunder or the receipt of
payments in respect thereof;
(2) any Taxes that are imposed or withheld where such withholding or
imposition is by reason of the failure of the Holder of Notes or beneficial
owner of the Notes to comply with any request by the Parent or the Issuer to
provide information concerning the nationality, residence or identity of such
Holder or beneficial owner or to make any declaration or similar claim or
satisfy any information or reporting requirement, which is required or imposed
by a statute, treaty, regulation or administrative practice of the Relevant
Taxing Jurisdiction as a precondition to exemption from all or part of the
Taxes;
(3) except in the case of the winding up of the Parent's business, any
Note presented for payment, where presentation is required, in the Relevant
Taxing Jurisdiction unless such Note could not have been presented for payment
elsewhere;
(4) any Note presented for payment, where presentation is required,
more than 30 days after the relevant payment is first made available for
payment to the Holder, except to the extent that the Holder would have been
entitled to such Additional Amounts on presenting such Note for payment on the
thirtieth day after the relevant payment is first made available; or
(5) any Taxes which would not have been imposed, payable or due but
for the application of any estate, inheritance, gift, sales or excise tax or
any other Taxes or governmental charges which are payable otherwise than by
deduction or withholding from payments on or in respect of the Notes.
Such Additional Amounts will also not be payable where, had the
beneficial owner of the Note been the Holder of the Note, he would not have been
entitled to payment of Additional Amounts by reason of clauses (1) to (5) above.
Upon request, the Issuer will provide the Trustee with documentation
satisfactory to the Trustee evidencing the payment of Additional Amounts.
Copies of such documentation will be made available to the Holders of Notes upon
request.
(d) The Issuer shall indemnify the Trustee and the Paying Agent for, and
hold them harmless against, any loss, liability or expense Incurred without
negligence or bad faith on their
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part arising out of or in connection with actions taken or omitted by any of
them in reliance on any Officers' Certificate furnished to them pursuant to
Section 4.20 of the Indenture.
3. Method of Payment. The Issuer shall pay interest on the Notes (except
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defaulted interest) to the Person in whose name this Note is registered at the
close of business on the Record Date for such interest. Holders must surrender
Notes to a Paying Agent to collect principal payments. The Issuer shall pay
principal and interest in euros. Immediately available funds for the payment of
the principal of (and premium, if any), interest, Additional Amounts, if any,
and Liquidated Damages, if any, on this Note due on any Interest Payment Date,
Maturity Date, Redemption Date or other repurchase date will be made available
to the Paying Agent to permit the Paying Agent to pay such funds to the Holders
on such respective dates.
4. Paying Agent and Registrar. Initially, Bankers Trust Company will act
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as Paying Agent and Registrar. The Issuer may change any Paying Agent, Registrar
or co-Registrar without notice to the Holders. The Parent or any of its
Subsidiaries may, subject to certain exceptions, act in any such capacity.
5. Indenture. The Issuer issued the Notes under an Indenture, dated as of
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June 13, 2000 (the "Indenture"), among the Issuer, the Guarantors and Bankers
Trust Company (the "Trustee"). This Note is one of a duly authorized issue of
New Notes of the Issuer designated as its 12.5% Senior Subordinated Notes due
2010 (the "New Notes"). The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the "TIA"), as in
effect on the date of the Indenture until such time as the Indenture is
qualified under the TIA, and thereafter as in effect on the date on which the
Indenture is qualified under the TIA. Notwithstanding anything to the contrary
herein, the Notes are subject to all such terms, and Holders of Notes are
referred to the Indenture and the TIA for a statement of them. The Notes are not
secured by any of the assets of the Issuer. The Notes are limited in aggregate
principal amount to 165,000,000 subject to the terms of the Indenture. Each
Holder, by accepting a Note, agrees to be bound by all of the terms and
provisions of the Indenture, as the same may be amended from time to time.
To guarantee the due and punctual payment of the principal, premium, if any,
interest, Liquidated Damages, if any, and Additional Amounts, if any, on the
Notes when and as the same shall be due and payable, whether at maturity, by
acceleration or otherwise, according to the terms of the Notes and the
Indenture, the Guarantors have unconditionally guaranteed (and future
Guarantors, together with the Guarantors, will unconditionally guarantee),
jointly and severally, such obligations on a senior subordinated basis pursuant
to the terms of the Indenture.
6. Ranking. The Notes will be general unsecured obligations of the Issuer
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and will be subordinated in right of payment to all current and future Senior
Debt. The Notes will rank pari passu in right of payment with all other Senior
Subordinated Debt of the Issuer issued in the future, if any, and senior in
right of payment to all subordinated Indebtedness of the Issuer issued in the
future, if any.
7. Optional Redemption. The Notes will not be redeemable at the Issuer's
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option prior to June 1, 2005. Thereafter, the Notes will be subject to
redemption at any time at the option of the Issuer, in whole or in part, upon
not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
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unpaid interest and Liquidated Damages thereon to the applicable redemption
date, if redeemed during the twelve-month period beginning on June 1 of the
respective year indicated below:
YEAR PERCENTAGE
2005 106.2500%
2006 104.1667%
2007 102.0833%
2008 and thereafter 100.0000%
In addition, at any time on or prior to June 1, 2003, the Issuer may
on any one or more occasions redeem up to an aggregate of 35% in principal
amount of Notes issued under the Indenture at a redemption price of 112.500% of
the principal amount thereof, plus accrued and unpaid interest, Additional
Amounts, if any, and Liquidated Damages thereon, if any, to the redemption date,
with the net cash proceeds of any capital contribution made to the Issuer from
the proceeds of any Equity Offering of the Parent; provided that at least 65% of
the aggregate principal amount of Notes issued on the Issue Date remain
outstanding immediately after each occurrence of such redemption; and provided,
further, that each such redemption shall occur within 90 days of the date of the
closing of such Equity Offering.
8. Special Tax Redemption. The Issuer may redeem the Notes, in whole but
----------------------
not in part, at any time upon giving not less than 30 nor more than 60 days'
irrevocable notice to the holders of the Notes at a redemption price equal to
the principal amount of the Notes then outstanding, together with accrued and
unpaid interest, premium, if any, Additional Amounts, if any, and Liquidated
Damages, if any, to the date fixed by the Issuer for redemption (the "Tax
Redemption Date") if the Issuer determines that, as a result of
(1) any change in, or amendment to, the laws or treaties (or any
regulations or rulings promulgated thereunder) of the Netherlands (or any
political subdivision or taxing authority thereof) or any other Relevant
Taxing Jurisdiction affecting taxation that becomes effective after the Issue
Date, or
(2) any change in or new or different position regarding the
application, administration or interpretation of those laws, treaties,
regulations or rulings (including a holding, judgment or order by a court of
competent jurisdiction), which change, amendment, application or
interpretation becomes effective after the Issue Date,
(3) the Issuer is, or on the next interest payment date would be,
required to pay Additional Amounts, and the Issuer cannot avoid that payment
obligation by taking reasonable measures; provided, however, that this
provision shall not apply if a Guarantor is required to pay Additional Amounts
under its Guarantee but the Issuer is not required to pay Additional Amounts.
Notwithstanding the foregoing, no notice of tax redemption shall be
given earlier than 90 days prior to the earliest date on which the Issuer would
be obligated to pay those Additional Amounts or withholding if a payment in
respect of the Notes were then due. Prior to the publication or mailing of any
notice of tax redemption pursuant to the foregoing, the Issuer will
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deliver to the Trustee an opinion of an independent tax counsel of recognized
international standing to the effect that the circumstances referred to in
either clause (1) or (2) above exist. The Trustee shall accept the opinion as
sufficient evidence of the satisfaction of the conditions precedent described
above, in which event that opinion shall be conclusive and binding on the
holders of the Notes.
9. Notice of Redemption. At least 30 days but not more than 60 days before
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a Redemption Date, the Issuer shall mail a notice of redemption to Holders of
Notes to be redeemed by first-class mail, postage prepaid, at their respective
addresses as they appear on the registration books of the Registrar. In
addition, the Issuer will, at least 30 and not more than 60 days before the
redemption date, publish in a leading newspaper having a general circulation in
New York City (which is expected to be The Wall Street Journal), a leading
newspaper having a general circulation in London (which is expected to be the
Financial Times) and in a newspaper having a general circulation in Luxembourg
(which is expected to be the Luxemburger Wort), for so long as the Notes are
listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock
Exchange so require) or in the case of Definitive Notes, at the Issuer's request
made at least 45 days before the Redemption Date (or such shorter period as the
Trustee in its sole discretion shall determine), the Trustee shall give the
notice of redemption in the Issuer's name and at the Issuer's expense; provided,
however, that the Issuer shall deliver to the Trustee an Officers' Certificate
requesting that the Trustee give such notice and setting forth the information
to be stated in such notice, as provided in the Indenture.
Except as set forth in the Indenture, from and after any Redemption Date, if
monies for the redemption of the Notes called for redemption shall have been
deposited with the Paying Agent for redemption on such Redemption Date, then,
unless the Issuer defaults in the payment of such Redemption Price, the Notes
called for redemption will cease to bear interest, Additional Amounts, if any,
or Liquidated Damages, if any, and the only right of the Holders of such Notes
will be to receive payment of the Redemption Price.
10. Change of Control Offer. Upon the occurrence of a Change of Control,
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the Issuer will be required to make an offer to purchase all or any part (equal
to 1,000 aggregate principal amount and integral multiples thereof) of the Notes
on the Change of Control Payment Date at a purchase price in cash equal to 101%
of the aggregate principal amount thereof plus accrued and unpaid interest,
thereon to the date of repurchase plus Additional Amounts, if any, and
Liquidated Damages, if any, to the date of repurchase (and in the case of
Definitive Notes, subject to the right of Holders of record on the relevant
record date to receive interest and Liquidated Damages, if any, due on the
relevant interest payment date and Additional Amounts, if any, in respect
thereof). Holders of Notes that are subject to an offer to purchase will receive
a Change of Control Offer from the Issuer prior to any related Change of Control
Payment Date and may elect to have such Notes purchased by completing the form
entitled "Option of Holder to Elect Purchase" appearing below.
11. Limitation on Disposition of Assets. When the aggregate amount of
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Excess Proceeds from Asset Sales exceeds 5.0 million, the Parent will be
obligated, within 30 days following the earlier of the first day of the twelfth
calendar month following an Asset Sale and the date the Parent's Board of
Directors determines by board resolution to use the proceeds from an Asset Sale
to make an Asset Sale Offer, to make an offer to purchase the maximum principal
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amount of Notes, that is an integral multiple of 1,000, that may be purchased
out of the Proportionate Share of the Excess Proceeds at an offer price in cash
in an amount equal to 100% of the aggregate principal amount thereof, plus
accrued and unpaid interest thereon, plus Additional Amounts, if any, and
Liquidated Damages, if any, to the date fixed for the closing of such offer
(and, in the case of Definitive Notes, subject to the right of a Holder of
record on the relevant record date to receive interest and Liquidated Damages,
if any, due on the relevant interest payment date and Additional Amounts, if
any, in respect thereof). If the aggregate principal amount of Notes surrendered
by Holders thereof exceeds the amount of Excess Proceeds, subject to applicable
law, the Trustee shall select the Notes to be redeemed in accordance with the
Indenture; provided, however, that no Notes of 1,000 or less shall be purchased
in part. Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Issuer prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled
"Option of Holders to Elect Purchase" appearing below.
12. Subordination. The Notes are subordinated to Senior Debt, as defined
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in the Indenture. To the extent provided in the Indenture, Senior Debt must be
paid before the Notes may be paid. The Issuer agrees, and each Holder of Notes
by accepting a Note agrees, to the subordination provisions contained in the
Indenture and authorizes the Trustee to give them effect and appoints the
Trustee as attorney-in-fact for such purpose.
13. Denominations; Form. The Global Notes are in registered global form,
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without coupons, in denominations of 1,000 and integral multiples of 1,000.
14. Persons Deemed Owners. The registered Holder of this Note shall be
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treated as the owner of it for all purposes, subject to the terms of the
Indenture.
15. Unclaimed Funds. If funds for the payment of principal, interest,
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Additional Amounts or Liquidated Damages remain unclaimed for two years, the
Trustee and the Paying Agents will repay the funds to the Issuer at its written
request. After that, all liability of the Trustee and such Paying Agents with
respect to such funds shall cease.
16. Legal Defeasance and Covenant Defeasance. The Issuer may be discharged
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from its obligations under the Indenture and the Notes except for certain
provisions thereof ("Legal Defeasance"), and may be discharged from their
obligations to comply with certain covenants contained in the Indenture
("Covenant Defeasance"), in each case upon satisfaction of certain conditions
specified in the Indenture.
17. Amendment; Supplement; Waiver. Subject to certain exceptions specified
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in the Indenture, the Indenture or the Notes may be amended or supplemented with
the written consent of the Holders of at least a majority in principal amount of
the Notes then outstanding (including consents obtained in connection with a
tender offer or exchange offer for the Notes), and any existing Default or Event
of Default or compliance with any provision of the Indenture or the Notes may be
waived with the consent of the Holders of a majority in principal amount of the
Notes then outstanding (including consents obtained in connection with a tender
offer or exchange offer for the Notes).
18. Restrictive Covenants. The Indenture imposes certain covenants that,
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among other things, limit the ability of the Issuer and its Restricted
Subsidiaries, including the Issuer, to,
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Incur additional Indebtedness, pay dividends or make other distributions or
investments, repurchase Equity Interests or make certain other Restricted
Payments, enter into certain consolidations or mergers or enter into certain
transactions with Affiliates and consummate certain mergers and consolidations
or sales of all or substantially all assets. The limitations are subject to a
number of important qualifications and exceptions. The Issuer must annually
report to the Trustee on compliance with such limitations.
19. Successors. When a successor assumes all the obligations of its
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predecessor under the Notes and the Indenture in accordance with the terms of
the Indenture, the predecessor will be released from those obligations.
20. Defaults and Remedies. If an Event of Default (other than an Event of
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Default specified in clauses (viii) or (ix) of Section 6.1 of the Indenture)
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable immediately in the manner and with the effect provided in the
Indenture. Holders of Notes may not enforce the Indenture or the Notes except
as provided in the Indenture. The Trustee is not obligated to enforce the
Indenture or the Notes unless it has received indemnity satisfactory to it. The
Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate principal amount of the Notes then outstanding to direct
the Trustee in its exercise of any trust or power. The Trustee may withhold
from Holders of Notes notice of any continuing Default or Event of Default
(except a Default in the payment of principal or interest) if it determines that
withholding notice is in their interest.
21. Trustee Dealings with Issuer and Parent. The Trustee under the
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Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with the Parent, its Subsidiaries or
their respective Affiliates as if it were not the Trustee.
22. No Recourse Against Others. No director, officer, employee,
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incorporator or individual stockholder of the Parent or Issuer, as such, shall
have any liability for any obligations of the Parent or Issuer under the Notes
or the Indenture and no director, officer, employee, incorporator or individual
stockholder of any Guarantor, as such, shall have any liability for any
obligations of such Guarantor under the Guarantees or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
the Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Notes.
23. Authentication. This Note shall not be valid until the Trustee or
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authenticating agent signs the certificate of authentication on this Note.
24. Abbreviations and Defined Terms. Customary abbreviations may be used
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in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act). Unless otherwise defined herein, terms
defined in the Indenture are used herein as defined therein.
25. CUSIP Numbers. Pursuant to a recommendation promulgated by the
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Committee on Uniform Security Identification Procedures, the Issuer will cause
CUSIP numbers to be printed on the Notes immediately prior to the qualification
of the Indenture under the TIA as
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a convenience to the Holders of the Notes. No representation is made as to the
accuracy of such numbers as printed on the Notes and reliance may be placed only
on the other identification numbers printed hereon.
26. Governing Law The Indenture and the Notes shall be governed by and
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construed in accordance with the internal laws of the State of New York.
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SCHEDULE A
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount at maturity of this Note shall be
. The following decreases/increases in the principal amount at maturity of this
Note have been made:
<TABLE>
<CAPTION>
Total Principal
Amount at Notation
Decrease in Increase in Maturity Made by
Date of Principal Principal Following such or on
Decrease/ Amount at Amount at Decrease/ Behalf of
Increase Maturity Maturity Increase Trustee
-------- -------- -------- -------- -------
<S> <C> <C> <C> <C>
___________ ___________ ___________ ___________ ___________
___________ ___________ ___________ ___________ ___________
___________ ___________ ___________ ___________ ___________
___________ ___________ ___________ ___________ ___________
___________ ___________ ___________ ___________ ___________
___________ ___________ ___________ ___________ ___________
___________ ___________ ___________ ___________ ___________
___________ ___________ ___________ ___________ ___________
___________ ___________ ___________ ___________ ___________
___________ ___________ ___________ ___________ ___________
___________ ___________ ___________ ___________ ___________
___________ ___________ ___________ ___________ ___________
</TABLE>
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Issuer
pursuant to Section 4.15 or Section 4.16 of the Indenture, check the appropriate
box:
Section 4.15 [ ] Section 4.16 [ ]
If you want to elect to have only part of this Note purchased by the
Issuer pursuant to Section 4.15 or Section 4.16 of the Indenture, state the
amount:
Date:_____________ Your Signature:________________
(Sign exactly as your name appears on the other
side of this Note)
Signature Guarantee: _____________________________________
Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor program reasonably acceptable to the Trustee)
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