EXHIBIT 4.1
FIXED RATE NOTE
[FACE OF NOTE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW
YORK) TO THE ISSUER HEREOF 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 THE DEPOSITARY (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), 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.
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES
REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY
OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF
TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY
SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN
SUCH LIMITED CIRCUMSTANCES.
REGISTERED CUSIP No. 28368E AB 2 PRINCIPAL AMOUNT
No. FXR-01 $300,000,000
EL PASO ENERGY CORPORATION
7.375% MEDIUM-TERM SENIOR NOTE
(Fixed Rate)
Original Issue Date: Interest Rate: 7.375% Stated Maturity Date:
December 11, 2000 per annum December 15, 2012
Interest Payment Date(s) Record Date(s): June 1 and December 1
[X] June 15 and December 15, commencing June 15, 2001
[ ] Other:
Redemption
[ ] No
[X] Yes:
Redemption Commencement Date: December 11, 2000
Initial Redemption Percentage: At Make-Whole Price (See Reverse of
Note)
Annual Redemption Percentage Reduction: N/A
Repayment
[X] No
[ ] Yes, at Option of Holder
Optional Repayment Dates: N/A
Optional Repayment Price: N/A
Interest Rate Reset
[X] No
[ ] Yes, at Option of the Company
Optional Reset Date(s): N/A
Extension Of Maturity
[X] No
[ ] Yes, At Option Of The Company
Extension Period: N/A No. of Extension Periods: N/A
Final Maturity: N/A
Specified Currency:
[X] U.S. Dollars
[ ] Other: Exchange Rate Agent: N/A
Authorized Denomination
[X] $1,000 and Integral Multiples Thereof
[ ] Other:
Original Issue Discount:
[X] No
[ ] Yes:
Total Amount of OID: N/A Initial Accrual Period: N/A
Yield to Maturity: N/A
Amortizing Note:
[X] No
[ ] Yes (See Addendum)
Indexed Note: Addendum Attached
[X] No [X] No
[ ] Yes (See Addendum) [ ] Yes
Other Provisions: None
EL PASO ENERGY CORPORATION (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 THREE HUNDRED
MILLION DOLLARS ($300,000,000), 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" 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. The Company
will pay interest in arrears on each Interest Payment Date, if
any, specified above (each, an "Interest Payment Date"),
commencing with the first Interest Payment Date next succeeding
the Issue Date specified above, and at Maturity; provided,
however, that the first payment of interest on any Note
originally issued between a record date and an Interest Payment
Date will be made on the first Interest Payment Date following
the next succeeding record date to the Holder of this Note on
such succeeding record date. Unless otherwise specified on the
face hereof, interest on this Note (as defined on the reverse
hereof) will be computed on the basis of a 360-day year of twelve
30-day months.
Notwithstanding the foregoing, if an Addendum is attached
hereto or "Other Provisions" apply to this Note as specified
above, this Note shall be modified by and subject to the terms
set forth in such Addendum or such "Other Provisions."
Interest on this Note will accrue from, and including, the
immediately preceding Interest Payment Date to which interest has
been paid or duly provided for (or from, and including, the
Original Issue Date if no interest has been paid or duly provided
for with respect to this Note) to, but excluding, the applicable
Interest Payment Date or the Maturity, as the case may be. 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 fourteenth calendar day (whether or not a
Business Day, as defined below) immediately preceding such
Interest Payment Date (the "Regular Record Date"); provided,
however, that interest payable at Maturity will be payable to the
person to whom the principal hereof and premium, if any, hereon
shall be payable.
"Business Day," as used herein, means each Monday, Tuesday,
Wednesday, Thursday and Friday that is neither a legal holiday
nor a day on which banking institutions are generally authorized
or obligated by law or executive order to close in The City of
New York or any other place or places where the principal of (and
premium, if any) and interest on the Notes is payable and also,
with respect to Notes denominated in a Specified Currency other
than U.S. dollars, in the Principal Financial Center (as defined
below) of the country issuing the Specified Currency.
Payment of principal , premium, if any, and interest in
respect of this Note due at Maturity to be made in U.S. dollars
will be made in immediately available funds upon presentation and
surrender of this Note (and, with respect to any applicable
repayment of this Note, a duly completed election form as
contemplated on the reverse hereof) at the office of the Paying
Agent in The City of New York, or at such other places as may be
designated by the Company; provided that the Note 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.
Unless otherwise specified above, if any payment at Maturity is
to be made in a Specified Currency other than U.S. dollars as set
forth below, such payment will be made by wire transfer of
immediately available funds to an account with a bank located in
the Principal Financial Center of the country issuing the
Specified Currency or other jurisdiction acceptable to the
Company and the Paying Agent as shall have been designated by the
Holder hereof at least five Business Days prior to Maturity,
provided that such bank has appropriate facilities therefor and
that this Note (and, if applicable, a duly completed election
form) is presented and surrendered at the aforementioned office
of the Paying Agent in time for the Paying Agent to make such
payments in such funds in accordance with its normal procedures.
(Such designation with respect to a payment in other than U.S.
dollars shall be made by filing the appropriate information with
the Paying Agent at the office of the Paying Agent in The City of
New York, and, unless revoked, any such designation made with
respect to this Note by its registered Holder will remain in
effect with respect to any further payments with respect to this
Note payable to its Holder. If such a payment with respect to
this Note cannot be made by wire transfer because the required
designation has not been received by the Paying Agent on or
before the requisite date or for any other reason, a notice will
be mailed to the Holder of this Note at its registered address
requesting a designation pursuant to which such wire transfer can
be made and, upon the Paying Agent's receipt of such a
designation, such payment will be made within five Business Days
of such receipt.) The Company will pay any administrative costs
imposed by banks in connection with making payments by wire
transfer, but any tax, assessment or governmental charge imposed
upon payments will be borne by the Holder of this Note.
If this Note is denominated in and principal, premium, if any,
and interest is payable in U.S. dollars, principal (and premium,
if any) and any interest will be payable at the principal
corporate trust office of the Trustee in The City of New York, or
at such other places as may be designated by the Company,
provided that the Company, at its option, may pay interest other
than interest due at Maturity by check mailed or delivered to the
address of the person entitled thereto as such address appears in
the Security Register, or by wire transfer of immediately
available funds to an account designated by such person if
appropriate wire transfer instructions have been received in
writing by the Paying Agent not less than 10 calendar days prior
to such Interest Payment Date. Any such wire transfer
instructions received by the Paying Agent shall remain in effect
until revoked by such Holder. Unless otherwise specified above,
any interest on this Note (other than interest at Maturity) that
is payable in a Specified Currency other than U.S. dollars will
be paid by mailing a check or draft in the Specified Currency
drawn on an account at a bank outside of the United States.
If any Interest Payment Date, Redemption Date, Optional
Repayment Date or Stated Maturity falls on a day that is not a
Business Day, the required payment of principal, premium, if any,
and/or interest need not be made on such day, but may be made on
the next succeeding 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, Redemption Date, Optional
Repayment Date or Stated Maturity, as the case may be, to the
date of such payment on the next succeeding Business Day.
"Principal Financial Center" means the capital city of the
country issuing the Specified Currency in respect of which
payment on the Notes is to be made, except that with respect to
U.S. dollars, Australian dollars, Deutsche marks, Dutch guilders,
Italian lire, Swiss francs and ECUs, the Principal Financial
Center shall be The City of New York, Sydney, Frankfurt,
Amsterdam, Milan, Zurich and Luxembourg, respectively.
The Company is obligated to make payment of principal,
premium, if any, and interest in respect of this Note in the
Specified Currency (or, if the Specified Currency is not at the
time of such payment legal tender for the payment of public and
private debts, in such other coin or currency of the country
which issued the Specified Currency as at the time of such
payment is legal tender for the payment of such debts). If the
Specified Currency is other than U.S. dollars, any such amounts
so payable by the Company, at the option of the Company, may be
converted by the Exchange Rate Agent specified above into U.S.
dollars for payment to the Holder of this Note; provided,
however, that, if specified above under "Other Provisions," the
Holder of this Note may elect to receive such amounts in U.S.
dollars or in the Specified Currency pursuant to the provisions
set forth below.
Payments of principal of, premium, if any, and interest on any
Note denominated in a Specified Currency other than U.S. dollars
(a "Foreign Currency Note") will be made in U.S. dollars if the
registered Holder of such Note on the relevant Regular Record
Date, or at Maturity, as the case may be, has transmitted a
written request for such payment in U.S. dollars to the Paying
Agent at the office of the Paying Agent in The City of New York
on or before such Regular Record Date, or the date 15 days before
Maturity, as the case may be. Such request may be in writing
(mailed or hand delivered) or sent by cable, telex, or other form
of facsimile transmission. Any such request made for any Note by
a registered Holder will remain in effect for any further
payments of principal of, premium, if any, and interest on such
Note payable to such Holder, unless such request is revoked on or
before the relevant Regular Record Date or the date 15 days
before Maturity, as the case may be.
Any U.S. dollar amount to be received by a Holder of a Foreign
Currency Note will be based on the highest bid quotation in The
City of New York received by the Exchange Rate Agent at
approximately 11:00 a.m. New York City time on the second
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 Company for purchase by the quoting dealer of the
Specified Currency for U.S. dollars for settlement on such
payment date in the aggregate amount of the Specified Currency
payable to all Holders of Foreign Currency Notes scheduled to
receive U.S. dollar payments and at which the applicable dealer
commits to execute a contract. All currency exchange costs will
be borne by the Holder of such Foreign Currency Note by
deductions from such payments. If three such bid quotations are
not available on the second Business Day prior to the applicable
payment date, payments may be made in the Specified Currency
A Holder of a Foreign Currency Note may elect to receive
payment of the principal of and premium, if any, and interest on
such Note in the Specified Currency by submitting a written
request for such payment to the Trustee at its Corporate Trust
Office in The City of New York on or prior to the applicable
Regular Record Date or at least 15 calendar days prior to
Maturity, as the case may be. Such written request may be may be
in writing (mailed or hand delivered) or sent by cable, telex, or
other form of facsimile transmission. A Holder of a Foreign
Currency Note may elect to receive payment in the applicable
Specified Currency for all such principal, premium, if any, and
interest payments and need not file a separate election for each
payment. Such election will remain in effect until revoked by
written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the
applicable Regular Record Date or at least 15 calendar days prior
to Maturity, as the case may be.
If the principal of, and premium, if any, or interest on any
Note is payable in a Specified Currency other than U.S. dollars
and such Specified Currency is not available to the Company for
making payments thereof due to the imposition of exchange
controls or other circumstances beyond the control of the
Company, the Company will be entitled to satisfy its obligations
to the Holder of such Note by making such payment (including any
such payment at Maturity) in U.S. dollars on the basis of the
methodology described in the second preceding paragraph.
All determinations referred to above made by the Exchange Rate
Agent shall be at its sole discretion and shall, in the absence
of manifest error, be conclusive for all purposes and binding on
the Holder of this Note.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof and, if so specified above,
in the Addendum hereto, which further provisions shall have the
same force and effect as if set forth on the face hereof.
Unless the Certificate of Authentication hereon has been
executed by the Trustee by manual signature, this Note shall not
be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, El Paso Energy Corporation has caused this
Note to be executed.
EL PASO ENERGY CORPORATION
By:
Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
Authorized Officer
[REVERSE OF NOTE]
EL PASO ENERGY CORPORATION
7.375% MEDIUM-TERM SENIOR NOTE
(Fixed Rate)
This Note is one of a duly authorized series of Debt
Securities (the "Debt Securities") of the Company issued and to
be issued under an Indenture, dated as of May 10, 1999, as
amended, modified or supplemented from time to time (the
"Indenture"), between the Company and The Chase Manhattan Bank,
as Trustee (the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the
Holders of the Debt Securities, and of the terms upon which the
Debt Securities are, and are to be, authenticated and delivered.
This Note is one of the series of Debt Securities designated as
"Medium-Term Notes, Due Nine Months or More from Date Issued"
(the "Notes"). All terms used but not defined in this Note or
specified on the face hereof or in an Addendum hereto shall have
the meanings assigned to such terms in the Indenture.
This Note is issuable only in registered form without
coupons. Notes denominated in U.S. dollars will be initially
issued in denominations of $1,000 and integral multiples thereof,
and Notes denominated in other than U.S. dollars will be
initially issued in denominations of the equivalent of $1,000 in
the Specified Currency (rounded down to an integral multiple of
1,000 units of such Specified Currency), at the noon buying rate
for cable transfers in The City of New York of such Specified
Currency (the "Exchange Rate") on the Business Day next preceding
the date on which the Company accepts the offer to purchase such
Note.
This Note will not be subject to any sinking fund and,
unless otherwise provided on the face hereof in accordance with
the provisions of the following two paragraphs, will be
redeemable but not repayable prior to the Stated Maturity Date.
The Company has the option, if specified on the face
hereof, to reset the interest rate on the date or dates specified
on the face hereof as Optional Reset Dates. If the Company
elects to reset the interest rate, the Holder will have the
option to elect repayment of this Note by the Company on any
Optional Reset Date at a price equal to the aggregate principal
amount thereof outstanding on, plus any interest accrued to, such
Optional Reset Date (or, for an Original Issue Discount Note, as
specified below). In order for this Note to be so repaid on an
Optional Reset Date, the Holder must follow the procedures
specified below in connection with optional repayment, except
that (i) the period for delivery of such Note or notification to
the Trustee will be at least 25 but not more than 35 days prior
to such Optional Reset Date and (ii) a Holder who has tendered a
Note for repayment pursuant to a Reset Notice (as defined below)
may, by written notice to the Trustee, revoke any such tender
until the close of business on the tenth day prior to such
Optional Reset Date.
The Company may exercise the option to reset the interest
rate on this Note by notifying the Trustee of such exercise at
least 50 but not more than 60 days prior to an Optional Reset
Date for such Note. Not later than 40 days prior to such
Optional Reset Date, the Trustee for this Note will mail, first
class, postage prepaid, or deliver to the Holder a notice (the
"Reset Notice"). The Reset Notice will indicate whether the
Company has elected to reset the interest rate and, if so, (i)
such new interest rate and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the
next Optional Reset Date or, if there is no such next Optional
Reset Date, to the Stated Maturity Date of this Note (each such
period, a "Subsequent Interest Period"), including the date or
dates on which or the period or periods during which and the
price or prices at which such redemption may occur during such
Subsequent Interest Period.
Notwithstanding the foregoing, the Company may, at its
option, revoke the interest rate as provided for in the Reset
Notice, and establish a higher interest rate than the interest
rate provided for in the relevant Reset Notice for the Subsequent
Interest Period commencing on such Optional Reset Date, by
causing the Trustee to mail or deliver to the Holder, not later
than 20 days prior to an Optional Reset Date for this Note (or,
if such day is not a Business Day, on the immediately succeeding
Business Day), notice of such higher interest rate. Such notice
will be irrevocable. The Company must notify the Trustee of its
intention to revoke such Reset Notice at least 25 days prior to
such Optional Reset Date. If the interest rate of this Note is
reset on an Optional Reset Date and the Holder has not tendered
this Note for repayment (or has validly revoked any such tender)
in accordance with the applicable procedures this Note will bear
such higher interest rate for the Subsequent Interest Period.
As specified on the face hereof, this Note will be
subject to redemption at the option of the Company on any date on
and after the Redemption Commencement Date specified on the face
hereof, in whole or from time to time in part, at the Make-Whole
Price (as defined below), on notice given no more than 60 nor
less than 30 calendar days prior to the date of redemption (the
"Redemption Date") and in accordance with the provisions of the
Indenture. "Make-Whole Price" means an amount equal to the
greater of (i) 100% of the principal amount of this Note to be
redeemed and (ii) as determined by an Independent Investment
Banker, the sum of the present values of the remaining scheduled
payments of principal and interest thereon (not including any
portion of such payments of interest accrued as of the Redemption
Date) discounted back to the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined below) plus 25 basis
points, plus, in the case of both (i) and (ii), accrued and
unpaid interest to the Redemption Date. Unless the Company
defaults in payment of the Make-Whole Price, on and after the
Redemption Date, interest will cease to accrue on the principal
amount of this Note to be redeemed. In the event of redemption
of the Note in part only, a new Note of like tenor for the
unredeemed portion hereof and otherwise having the same terms as
this Note shall be issued in the name of the Holder hereof upon
the presentation and surrender hereof.
"Comparable Treasury Issue" means the United States
Treasury security selected by an Independent Investment Banker as
having a maturity comparable to the remaining term of this Note
that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the
remaining term of this Note.
"Comparable Treasury Price" means, with respect to any
Redemption Date, (i) the average of five Reference Treasury
Dealer Quotations for such Redemption Date, after excluding the
highest and lowest of such Reference Treasury Dealer Quotations,
or (ii) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such Reference
Treasury Dealer Quotations.
"Independent Investment Banker" means one of the
Reference Treasury Dealers appointed by the Trustee after
consultation with the Company.
"Reference Treasury Dealer" means (i) Banc of America
Securities LLC; ABN AMRO Incorporated; and Chase Securities Inc.
and their respective successors; provided, however, that if any
of the foregoing shall not be a primary U.S. government
securities dealer in New York City (a "Primary Treasury Dealer"),
the Company shall substitute therefor another Primary Treasury
Dealer; and (ii) any two other Primary Treasury Dealers the
Company selects.
"Reference Treasury Dealer Quotations" means, with
respect to each Reference Treasury Dealer and any Redemption
Date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing
to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on
the third Business Day preceding such Redemption Date.
"Treasury Rate" means, with respect to any Redemption
Date, (i) the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most
recently published statistical release designated "H.15(519)" or
any successor publication that is published weekly by the Board
of Governors of the Federal Reserve System and that establishes
yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury
Constant Maturities," for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months
before or after the Stated maturity, yields for the two published
maturities most closely corresponding to the Comparable Treasury
Issue shall be determined, and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight-line
basis, rounding to the nearest month) or (ii) if such release (or
any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate
per annum equal to the semi-annual equivalent yield to maturity
of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
Redemption Date. The Treasury Rate shall be calculated on the
third Business Day preceding the Redemption Date.
Notwithstanding Section 1104 of the Indenture, the notice
of redemption with respect to the foregoing redemption need not
set forth the Make-Whole Price but only the manner of calculation
thereof. The Company shall notify the Trustee of the Make-Whole
Price with respect to the foregoing redemption promptly after the
calculation thereof, and the Trustee shall not be responsible for
such calculation.
If specified on the face hereof, this Note (unless this
Note is an Original Issue Discount Note) will be subject to
repayment by the Company at the option of the Holder hereof on
the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or in part in increments of U.S. $1,000 (or
1,000 units of the Specified Currency), at the Optional Repayment
Price stated on the face hereof, which is a price equal to 100%
of the unpaid principal amount to be repaid, together with any
accrued and unpaid interest and premium payable thereon to the
specified Optional Repayment Date (each, a "Repayment Date").
For this Note to be repaid, the Company must receive at its
offices or agencies for that purpose in The City of New York not
more than 60 nor less than 30 calendar days prior to the
Repayment Date, (i) the Note with the form herein entitled
"Option to Elect Repayment" duly completed or (ii) a telegram,
telex, facsimile transmission or letter from a member of a
national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company
in the United States of America setting forth the name of the
holder of the Note, the principal amount of the Note, the amount
of the Note to be repaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that the
Note to be repaid with the form entitled "Option to Elect
Repayment" herein duly completed will be received by the Company
not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter and such Note
and form duly completed are received by the Company 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. All questions as to the
validity, eligibility (including time of receipt) and acceptance
of this Note for repayment will be determined by the Company,
whose determination will be final and binding.
If this Note is an Original Issue Discount Note as
specified on the face hereof, the amount payable to the Holder of
this Note in the event of redemption, repayment or acceleration
of Maturity will be equal to (i) the Amortized Face Amount (as
defined below) as of the date of such event, plus (ii) with
respect to any redemption, the Initial Redemption Percentage
specified on the face hereof (as adjusted by the Annual
Redemption Percentage Reduction, if any, specified on the face
hereof) minus 100% multiplied by the Issue Price specified on the
face hereof, net of any portion of such Issue Price which has
been paid prior to the Redemption Date, or the portion of the
Issue Price (or the net amount) proportionate to the portion of
the unpaid principal amount to be redeemed, plus (iii) any
accrued interest to the date of such event, the payment of which
would constitute qualified stated interest payments within the
meaning of Treasury Regulation 1.1273-1(c) under the Internal
Revenue Code of 1986, as amended (the "Code"). The accrued
interest described in clause (iii) above will be computed on the
basis of a 360-day year of twelve 30-day months, compounded
semiannually. The "Amortized Face Amount" means an amount equal
to (i) the Issue Price plus (ii) the aggregate portions of the
original issue discount (the excess of the amounts considered as
part of the "stated redemption price at maturity" of this Note
within the meaning of Section 1273(a)(2) of the Code, whether
denominated as principal or interest, over the Issue Price) which
shall theretofore have accrued pursuant to Section 1272 of the
Code (without regard to Section 1272(a)(7) of the Code) from the
Original Issue Date to the date of determination, minus (iii) any
amount considered as part of the "stated redemption price at
maturity" of this Note which has been paid from the Original
Issue Date to the date of determination.
If the Maturity of an Original Discount Note that bears
no interest falls on a day that is not a Business Day with
respect to such Original Issue Discount Note, the payment due at
Maturity will be made on the following day that is a Business Day
with the same force and effect as if it were made on the date
such payment was due, and no interest shall accrue on the amount
so payable for the period from and after Maturity.
Unless otherwise stated on the face hereof, each Note
will mature at the Stated Maturity Date of such Note. If stated
on the face hereof, the Company has the option to extend the
Stated Maturity Date of such Note for one or more periods of
whole years from one to five (each an "Extension Period") up to
but not beyond the date (the "Final Maturity") set forth on the
face hereof.
The Company may exercise such option with respect to a
Note by notifying the Trustee of such exercise at least 50 but
not more than 60 days prior to the old Stated Maturity Date for
such Note. Not later than 40 days prior to the old Stated
Maturity Date of such Note, the Trustee for such Note will mail ,
first class, postage prepaid, or deliver to the Holder thereof a
notice (the "Extension Notice"). The Extension Notice will set
forth (i) the election of the Company to extend the Stated
Maturity Date of such Note; (ii) the new Stated Maturity Date;
(iii) the interest rate applicable to the Extension Period; and
(iv) the provisions, if any, for redemption during the Extension
Period, including the date or dates on which or the period or
periods during which and the price or prices at which such
redemption may occur during the Extension Period. Upon the
mailing or delivery by such Trustee of an Extension Notice to the
Holder of a Note, the Stated Maturity Date of such Note shall be
extended automatically, and, except as modified by the Extension
Notice and as described in the next paragraph, such Note will
have the same terms as prior to the mailing or delivering of such
Extension Notice.
Notwithstanding the foregoing, not later than 20 days
prior to the old Stated Maturity Date of such Note (or, if such
day is not a Business Day, on the immediately succeeding Business
Day), the Company may, at its option, revoke the interest rate
provided for in the Extension Notice for such Note and establish
a higher interest rate for the Extension Period, by causing the
Trustee for such Note to mail, first class, postage prepaid, or
deliver notice of such higher interest rate to the Holder of such
Note. Such notice will be irrevocable. All Notes with respect to
which the Stated Maturity Date is extended will bear such higher
interest rate for the Extension Period, whether or not tendered
for repayment.
If the Company extends the Stated Maturity Date of this
Note, the Holder of this Note will have the option to elect
repayment of such Note by the Company on the old Stated Maturity
Date at a price equal to the aggregate principal amount thereof
outstanding on, plus interest accrued to, such date or, for an
Original Issue Discount Note, as described above. In order for a
Note to be repaid on the old Stated Maturity Date once the
Company has extended the Stated Maturity Date thereof, the Holder
thereof must follow the procedures applicable to optional
repayment set forth above, except that (i) the period for
delivery of this Note or notification to the Trustee for this
Note will be at least 25 but not more than 35 days prior to the
old Stated Maturity Date and (ii) a Holder who has tendered a
Note for repayment pursuant to an Extension Notice may, by
written notice to the Trustee, revoke any such tender for
repayment until the close of business on the tenth day before the
old Stated Maturity Date.
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
setting forth certain conditions to the institution of
proceedings by Holders of Notes with respect to the Indenture or
for any remedy under the Indenture.
The Indenture contains provisions for discharge of the
Notes and for defeasance of (i) the entire indebtedness of the
Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain
conditions set forth therein, which provisions apply to the
Notes.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of a series of Debt Securities at any time by the Company
and the Trustee with the consent of the Holders of not less than
a majority of the aggregate principal amount of all series of
Debt Securities (acting as one class) at the time outstanding and
affected thereby. The Indenture also contains provisions
permitting the Holders of not less than a majority of the
aggregate principal amount of the outstanding Debt Securities of
all affected series, on behalf of the Holders of all Debt
Securities of such series, to waive compliance by the Company
with certain restrictive provisions of the Indenture.
Furthermore, provisions in the Indenture permit the Holders of
not less than a majority of the aggregate principal amount of any
series, in certain instances, to waive, on behalf of all of the
Holders of Debt Securities of such series, certain past defaults
under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and
other Notes issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon the Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay principal, premium, if any, and interest in respect of
this Note at the times, places and rate or formula, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein and herein set forth, the transfer of this
Note is registrable in the Security Register of the Company upon
surrender of this Note for registration of transfer at the office
or agency of the Company in any place where this Note is 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 by his attorney
duly authorized in writing, and thereupon one or more new Notes,
of authorized denominations and for the same aggregate principal
amount and having the same terms and conditions, will be issued
to the designated transferee or transferees. As provided in the
Indenture and subject to certain limitations therein and herein
set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of different authorized denominations
but otherwise having the same terms and conditions, as requested
by the Holder hereof surrendering the same. No service charge
shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection
therewith.
The Indenture provides that no recourse may be taken,
directly or indirectly, against any incorporator, subscriber to
the capital stock, stockholder, officer, director or employee of
the Company or of any predecessor or successor of the Company
with respect to the Company's obligations on the Notes or the
obligations of the Company under the Indenture. Each Holder by
accepting a Note waives all such recourse.
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 thereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
The Indenture and this Note shall be governed by and
construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed entirely in
such State.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this Note, shall be construed as though they were written
out in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT- Custodian
TEN ENT - as tenants by the (Cust) (Minor)
entireties
JT TEN - as joint tenants with under Uniform Gifts to Minors
right of survivorship and not as Act
tenants in common
(State)
Additional abbreviations may also be used though not in the
above list.
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 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.
Date:
Notice: The signature(s) on
this assignment must
correspond with the
name(s) as written upon
the face of the within
Note in every particular,
without alteration or
enlargement or any change
whatsoever.
