<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
ELI LILLY AND COMPANY
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Indiana 35-0470950
- --------------------------- -----------------------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
Lilly Corporate Center
Indianapolis, Indiana 46285
- --------------------------- -----------------------------
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on
to be so registered which each class is to be
listed
7-1/8% Notes Due 2025 New York Stock Exchange, Inc.
- ----------------------------------- -----------------------------
Securities to be registered pursuant to Section 12(g) of the
Act: None.
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [X]
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The description of the Registrant's 7-1/8% Notes Due
June 1, 2025 to be registered hereby is contained on
pages S-4 and S-5 of the Prospectus Supplement dated
June 6, 1995 and pages 3 through 11, inclusive, of the
Prospectus dated June 1, 1995, which are filed with
the Commission under Rule 424 as a supplement to the
Registrant's registration statement on Form S-3 (File
No. 33-58977), and such description is incorporated
herein by this reference.
Item 2. Exhibits.
1.1 Certificates evidencing Registrant's 7-1/8% Notes Due
June 1, 2025.
2.1 Indenture dated as of February 1, 1991 between the
Registrant and Citibank, N.A., Trustee, with respect
to the 7-1/8% Notes Due June 1, 2025 was filed with
the Commission as Exhibit 4.1 to registration
statement on Form S-3 (File No. 33-58977) and is
incorporated herein by this reference.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, on June 9, 1995.
ELI LILLY AND COMPANY
/s/ Edwin W. Miller
By: _________________________
Edwin W. Miller
Vice President and
Treasurer
3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
1.1 Certificates evidencing Registrant's 7-1/8% Notes Due
June 1, 2025.
2.1 Indenture dated as of February 1, 1991 between the
Registrant and Citibank, N.A., Trustee, with respect to
the 7-1/8% Notes Due June 1, 2025 was filed with the
Commission as Exhibit 4.1 to registration statement on
Form S-3 (File No. 33-58977) and is incorporated herein
by this reference.
4
<PAGE>
Exhibit 1.1
CUSIP NO. 532457AM0
UNLESS THIS GLOBAL NOTE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC") TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY
NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS GLOBAL NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY DTC TO
A NOMINEE OF DTC, OR BY A NOMINEE OF DTC
TO DTC OR ANOTHER NOMINEE OF DTC, OR BY
DTC OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
ELI LILLY AND COMPANY
7-1/8% Note Due 2025
REGISTERED
NO. R-1 $200,000,000.00
ELI LILLY AND COMPANY, an Indiana corporation
(herein called the "Company"), for value received, hereby
promises to pay to CEDE & CO. or registered assigns, the
principal sum of TWO HUNDRED MILLION DOLLARS
($200,000,000.00) on June 1, 2025, upon surrender of this
Global Note at the office or agency of the Company for such
payment in The City of New York, in such coin or currency of
the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts,
and to pay interest on said principal sum until maturity at
the rate of 7-1/8% per annum, at such office or agency, in
like coin or currency, semi-annually on June 1 and December
1 of each year, commencing December 1, 1995, until the date
on which payment of said principal sum has been made or duly
<PAGE>
provided for; provided, however, that at the option of the
Company, payment of interest may be made by check mailed to
the address of the person entitled thereto as such address
shall appear in the Note Register. Such interest shall be
payable from the June 1 or the December 1, as the case may
be, next preceding the date hereof to which interest has
been paid, unless the date hereof is a June 1 or December 1
to which interest has been paid, in which case from the date
hereof, or unless the date hereof is prior to the payment of
any interest on the Notes, in which case from June 1,
1995; provided, however, that if the Company shall default
in payment of the interest due on such June 1 or December 1,
then from the preceding June 1 or December 1 to which
interest has been paid or, if no interest has been paid on
the Notes, from June 1, 1995. The interest payable
hereon on any interest payment date shall be payable to the
person in whose name this Note is registered at the close of
business on the fifteenth day of the calendar month
preceding the month in which such interest payment is due,
except as otherwise provided in the Indenture hereinafter
referred to.
The provisions of this Note are continued on the
reverse hereof and such continued provisions shall for all
purposes have the same effect as though fully set forth at
this place.
This Note shall not be valid or become obligatory
for any purpose until the certificate of authentication
hereon shall have been signed by the Trustee under the
Indenture.
[THIS SPACE INTENTIONALLY LEFT BLANK]
<PAGE>
IN WITNESS WHEREOF, ELI LILLY AND COMPANY has
caused this Instrument to be signed manually or by facsimile
signature of its President or one of its Vice Presidents and
by its Secretary or one of its Assistant Secretaries, and a
facsimile of its corporate seal to be affixed hereto or
imprinted hereon.
Dated: June 12, 1995. ELI LILLY AND COMPANY
/s/ Edwin W. Miller
By __________________________
Edwin W. Miller
Vice President and
Treasurer
/s/ Daniel P. Carmichael
__________________________
Name: Daniel P. Carmichael
Title: Secretary
<PAGE>
This is one of the Notes of the series designated
herein issued under the Indenture described herein.
CITIBANK, N.A.,
as Trustee
/s/ Wafaa Orfy
By____________________________
Authorized Officer
FORM OF REVERSE OF NOTE
This Note is one of a duly authorized issue of a series
of debt securities (the "Securities") of the Company,
designated as its 7-1/8% Notes Due 2025 (the "Notes"). The
Notes are limited to $500,000,000 aggregate principal amount
and the Securities, including the Notes, are all issued or
to be issued under and pursuant to the Indenture dated as of
February 1, 1991 (herein called the "Indenture"), duly
executed and delivered by the Company to Citibank, N.A., as
Trustee (herein called the "Trustee"), to which Indenture
and all Board Resolutions (as defined in the Indenture) as
provided therein, reference is hereby made for a description
of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and
holders of the Notes.
In case an Event of Default, as defined in the
Indenture, shall have occurred and be continuing with
respect to the Notes, the principal hereof may be declared,
and upon such declaration shall become, due and payable, in
the manner, with the effect and subject to the conditions
provided in the Indenture. The Indenture provides that the
holders of the majority in aggregate principal amount of the
Notes at the time outstanding may on behalf of the holders
of all of the Notes waive any past default under the
Indenture and its consequences, except a default in the
payment of the principal of or interest on any of the Notes,
in the manner and to the extent provided in the Indenture.
The Indenture contains provisions permitting the
Company and the Trustee, with consent of the holders of not
less than 66-2/3% in aggregate principal amount of the
Notes at the time outstanding, evidenced as in the Indenture
provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental
<PAGE>
indenture with respect to the Notes, or modifying in any
manner the rights of the holders of the Notes; provided,
however, that no supplemental indenture shall (i) extend the
maturity of any Note, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of
interest thereon, or make the principal thereof or interest
thereon payable in any coin or currency other than that in
the Notes provided, without the consent of the holder of
each Note so affected, or (ii) reduce the aforesaid
percentage of Notes, the holders of which are required to
consent to any such supplemental indenture, without the
consent of the holders of all Notes then outstanding.
The Notes may not be redeemed prior to maturity.
No reference herein to the Indenture and no
provision of this Note or of the Indenture or of any Board
Resolution 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 time and place
and at the rate and in the coin or currency herein
prescribed.
This Note is transferable by the registered holder
hereof in person or by his attorney duly authorized in
writing on the books of the Company at the office or agency
to be maintained by the Company for that purpose in The City
of New York, but only in the manner, subject to the
limitations and upon payment of any tax or governmental
charge for which the Company may require reimbursement as
provided in the Indenture, and upon surrender and
cancellation of this Note. Upon any registration of
transfer, a new registered Note or Notes, of authorized
denomination or denominations, and in the same aggregate
principal amount, will be issued to the transferee in
exchange therefor.
The Company, the Trustee, any paying agent and any
Note registrar may deem and treat the registered holder
hereof as the absolute owner of this Note (whether or not
this Note shall be overdue and notwithstanding any notations
of ownership or other writing hereon made by anyone other
than the Note registrar) for the purpose of receiving
payment of or on account of the principal hereof and
interest due hereon as herein provided and for all other
purposes, and neither the Company nor the Trustee nor any
paying agent nor any Note registrar shall be affected by any
notice to the contrary.
No recourse shall be had for the payment of the
principal of or interest on this Note, or for any claim
based hereon, or otherwise in respect hereof, or based on or
in respect of the Indenture or any indenture supplemental
<PAGE>
thereto or any Board Resolution, against an incorporator,
stockholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation,
whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue
hereof, expressly waived and released.
<PAGE>
CUSIP NO. 532457AM0
UNLESS THIS GLOBAL NOTE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC") TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY
NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS GLOBAL NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY DTC TO
A NOMINEE OF DTC, OR BY A NOMINEE OF DTC
TO DTC OR ANOTHER NOMINEE OF DTC, OR BY
DTC OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
ELI LILLY AND COMPANY
7-1/8% Note Due 2025
REGISTERED
NO. R-2 $200,000,000.00
ELI LILLY AND COMPANY, an Indiana corporation
(herein called the "Company"), for value received, hereby
promises to pay to CEDE & CO. or registered assigns, the
principal sum of TWO HUNDRED MILLION DOLLARS
($200,000,000.00) on June 1, 2025, upon surrender of this
Global Note at the office or agency of the Company for such
payment in The City of New York, in such coin or currency of
the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts,
and to pay interest on said principal sum until maturity at
the rate of 7-1/8% per annum, at such office or agency, in
like coin or currency, semi-annually on June 1 and December
1 of each year, commencing December 1, 1995, until the date
on which payment of said principal sum has been made or duly
<PAGE>
provided for; provided, however, that at the option of the
Company, payment of interest may be made by check mailed to
the address of the person entitled thereto as such address
shall appear in the Note Register. Such interest shall be
payable from the June 1 or the December 1, as the case may
be, next preceding the date hereof to which interest has
been paid, unless the date hereof is a June 1 or December 1
to which interest has been paid, in which case from the date
hereof, or unless the date hereof is prior to the payment of
any interest on the Notes, in which case from June 1,
1995; provided, however, that if the Company shall default
in payment of the interest due on such June 1 or December 1,
then from the preceding June 1 or December 1 to which
interest has been paid or, if no interest has been paid on
the Notes, from June 1, 1995. The interest payable
hereon on any interest payment date shall be payable to the
person in whose name this Note is registered at the close of
business on the fifteenth day of the calendar month
preceding the month in which such interest payment is due,
except as otherwise provided in the Indenture hereinafter
referred to.
The provisions of this Note are continued on the
reverse hereof and such continued provisions shall for all
purposes have the same effect as though fully set forth at
this place.
This Note shall not be valid or become obligatory
for any purpose until the certificate of authentication
hereon shall have been signed by the Trustee under the
Indenture.
[THIS SPACE INTENTIONALLY LEFT BLANK]
<PAGE>
IN WITNESS WHEREOF, ELI LILLY AND COMPANY has
caused this Instrument to be signed manually or by facsimile
signature of its President or one of its Vice Presidents and
by its Secretary or one of its Assistant Secretaries, and a
facsimile of its corporate seal to be affixed hereto or
imprinted hereon.
Dated: June 12, 1995. ELI LILLY AND COMPANY
/s/ Edwin W. Miller
By __________________________
Edwin W. Miller
Vice President and
Treasurer
/s/ Daniel P. Carmichael
__________________________
Name: Daniel P. Carmichael
Title: Secretary
<PAGE>
This is one of the Notes of the series designated
herein issued under the Indenture described herein.
CITIBANK, N.A.,
as Trustee
/s/ Wafaa Orfy
By____________________________
Authorized Officer
FORM OF REVERSE OF NOTE
This Note is one of a duly authorized issue of a series
of debt securities (the "Securities") of the Company,
designated as its 7-1/8% Notes Due 2025 (the "Notes"). The
Notes are limited to $500,000,000 aggregate principal amount
and the Securities, including the Notes, are all issued or
to be issued under and pursuant to the Indenture dated as of
February 1, 1991 (herein called the "Indenture"), duly
executed and delivered by the Company to Citibank, N.A., as
Trustee (herein called the "Trustee"), to which Indenture
and all Board Resolutions (as defined in the Indenture) as
provided therein, reference is hereby made for a description
of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and
holders of the Notes.
In case an Event of Default, as defined in the
Indenture, shall have occurred and be continuing with
respect to the Notes, the principal hereof may be declared,
and upon such declaration shall become, due and payable, in
the manner, with the effect and subject to the conditions
provided in the Indenture. The Indenture provides that the
holders of the majority in aggregate principal amount of the
Notes at the time outstanding may on behalf of the holders
of all of the Notes waive any past default under the
Indenture and its consequences, except a default in the
payment of the principal of or interest on any of the Notes,
in the manner and to the extent provided in the Indenture.
The Indenture contains provisions permitting the
Company and the Trustee, with consent of the holders of not
less than 66-2/3% in aggregate principal amount of the
Notes at the time outstanding, evidenced as in the Indenture
provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental
<PAGE>
indenture with respect to the Notes, or modifying in any
manner the rights of the holders of the Notes; provided,
however, that no supplemental indenture shall (i) extend the
maturity of any Note, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of
interest thereon, or make the principal thereof or interest
thereon payable in any coin or currency other than that in
the Notes provided, without the consent of the holder of
each Note so affected, or (ii) reduce the aforesaid
percentage of Notes, the holders of which are required to
consent to any such supplemental indenture, without the
consent of the holders of all Notes then outstanding.
The Notes may not be redeemed prior to maturity.
No reference herein to the Indenture and no
provision of this Note or of the Indenture or of any Board
Resolution 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 time and place
and at the rate and in the coin or currency herein
prescribed.
This Note is transferable by the registered holder
hereof in person or by his attorney duly authorized in
writing on the books of the Company at the office or agency
to be maintained by the Company for that purpose in The City
of New York, but only in the manner, subject to the
limitations and upon payment of any tax or governmental
charge for which the Company may require reimbursement as
provided in the Indenture, and upon surrender and
cancellation of this Note. Upon any registration of
transfer, a new registered Note or Notes, of authorized
denomination or denominations, and in the same aggregate
principal amount, will be issued to the transferee in
exchange therefor.
The Company, the Trustee, any paying agent and any
Note registrar may deem and treat the registered holder
hereof as the absolute owner of this Note (whether or not
this Note shall be overdue and notwithstanding any notations
of ownership or other writing hereon made by anyone other
than the Note registrar) for the purpose of receiving
payment of or on account of the principal hereof and
interest due hereon as herein provided and for all other
purposes, and neither the Company nor the Trustee nor any
paying agent nor any Note registrar shall be affected by any
notice to the contrary.
No recourse shall be had for the payment of the
principal of or interest on this Note, or for any claim
based hereon, or otherwise in respect hereof, or based on or
in respect of the Indenture or any indenture supplemental
<PAGE>
thereto or any Board Resolution, against an incorporator,
stockholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation,
whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue
hereof, expressly waived and released.
<PAGE>
CUSIP NO. 532457AM0
UNLESS THIS GLOBAL NOTE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC") TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY
NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS GLOBAL NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY DTC TO
A NOMINEE OF DTC, OR BY A NOMINEE OF DTC
TO DTC OR ANOTHER NOMINEE OF DTC, OR BY
DTC OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
ELI LILLY AND COMPANY
7-1/8% Note Due 2025
REGISTERED
NO. R-3 $100,000,000.00
ELI LILLY AND COMPANY, an Indiana corporation
(herein called the "Company"), for value received, hereby
promises to pay to CEDE & CO. or registered assigns, the
principal sum of ONE HUNDRED MILLION DOLLARS
($100,000,000.00) on June 1, 2025, upon surrender of this
Global Note at the office or agency of the Company for such
payment in The City of New York, in such coin or currency of
the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts,
and to pay interest on said principal sum until maturity at
the rate of 7-1/8% per annum, at such office or agency, in
like coin or currency, semi-annually on June 1 and December
1 of each year, commencing December 1, 1995, until the date
on which payment of said principal sum has been made or duly
<PAGE>
provided for; provided, however, that at the option of the
Company, payment of interest may be made by check mailed to
the address of the person entitled thereto as such address
shall appear in the Note Register. Such interest shall be
payable from the June 1 or the December 1, as the case may
be, next preceding the date hereof to which interest has
been paid, unless the date hereof is a June 1 or December 1
to which interest has been paid, in which case from the date
hereof, or unless the date hereof is prior to the payment of
any interest on the Notes, in which case from June 1,
1995; provided, however, that if the Company shall default
in payment of the interest due on such June 1 or December 1,
then from the preceding June 1 or December 1 to which
interest has been paid or, if no interest has been paid on
the Notes, from June 1, 1995. The interest payable
hereon on any interest payment date shall be payable to the
person in whose name this Note is registered at the close of
business on the fifteenth day of the calendar month
preceding the month in which such interest payment is due,
except as otherwise provided in the Indenture hereinafter
referred to.
The provisions of this Note are continued on the
reverse hereof and such continued provisions shall for all
purposes have the same effect as though fully set forth at
this place.
This Note shall not be valid or become obligatory
for any purpose until the certificate of authentication
hereon shall have been signed by the Trustee under the
Indenture.
[THIS SPACE INTENTIONALLY LEFT BLANK]
<PAGE>
IN WITNESS WHEREOF, ELI LILLY AND COMPANY has
caused this Instrument to be signed manually or by facsimile
signature of its President or one of its Vice Presidents and
by its Secretary or one of its Assistant Secretaries, and a
facsimile of its corporate seal to be affixed hereto or
imprinted hereon.
Dated: June 12, 1995. ELI LILLY AND COMPANY
/s/ Edwin W. Miller
By __________________________
Edwin W. Miller
Vice President and
Treasurer
/s/ Daniel P. Carmichael
__________________________
Name: Daniel P. Carmichael
Title: Secretary
<PAGE>
This is one of the Notes of the series designated
herein issued under the Indenture described herein.
CITIBANK, N.A.,
as Trustee
/s/ Wafaa Orfy
By____________________________
Authorized Officer
FORM OF REVERSE OF NOTE
This Note is one of a duly authorized issue of a series
of debt securities (the "Securities") of the Company,
designated as its 7-1/8% Notes Due 2025 (the "Notes"). The
Notes are limited to $500,000,000 aggregate principal amount
and the Securities, including the Notes, are all issued or
to be issued under and pursuant to the Indenture dated as of
February 1, 1991 (herein called the "Indenture"), duly
executed and delivered by the Company to Citibank, N.A., as
Trustee (herein called the "Trustee"), to which Indenture
and all Board Resolutions (as defined in the Indenture) as
provided therein, reference is hereby made for a description
of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and
holders of the Notes.
In case an Event of Default, as defined in the
Indenture, shall have occurred and be continuing with
respect to the Notes, the principal hereof may be declared,
and upon such declaration shall become, due and payable, in
the manner, with the effect and subject to the conditions
provided in the Indenture. The Indenture provides that the
holders of the majority in aggregate principal amount of the
Notes at the time outstanding may on behalf of the holders
of all of the Notes waive any past default under the
Indenture and its consequences, except a default in the
payment of the principal of or interest on any of the Notes,
in the manner and to the extent provided in the Indenture.
The Indenture contains provisions permitting the
Company and the Trustee, with consent of the holders of not
less than 66-2/3% in aggregate principal amount of the
Notes at the time outstanding, evidenced as in the Indenture
provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental
<PAGE>
indenture with respect to the Notes, or modifying in any
manner the rights of the holders of the Notes; provided,
however, that no supplemental indenture shall (i) extend the
maturity of any Note, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of
interest thereon, or make the principal thereof or interest
thereon payable in any coin or currency other than that in
the Notes provided, without the consent of the holder of
each Note so affected, or (ii) reduce the aforesaid
percentage of Notes, the holders of which are required to
consent to any such supplemental indenture, without the
consent of the holders of all Notes then outstanding.
The Notes may not be redeemed prior to maturity.
No reference herein to the Indenture and no
provision of this Note or of the Indenture or of any Board
Resolution 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 time and place
and at the rate and in the coin or currency herein
prescribed.
This Note is transferable by the registered holder
hereof in person or by his attorney duly authorized in
writing on the books of the Company at the office or agency
to be maintained by the Company for that purpose in The City
of New York, but only in the manner, subject to the
limitations and upon payment of any tax or governmental
charge for which the Company may require reimbursement as
provided in the Indenture, and upon surrender and
cancellation of this Note. Upon any registration of
transfer, a new registered Note or Notes, of authorized
denomination or denominations, and in the same aggregate
principal amount, will be issued to the transferee in
exchange therefor.
The Company, the Trustee, any paying agent and any
Note registrar may deem and treat the registered holder
hereof as the absolute owner of this Note (whether or not
this Note shall be overdue and notwithstanding any notations
of ownership or other writing hereon made by anyone other
than the Note registrar) for the purpose of receiving
payment of or on account of the principal hereof and
interest due hereon as herein provided and for all other
purposes, and neither the Company nor the Trustee nor any
paying agent nor any Note registrar shall be affected by any
notice to the contrary.
No recourse shall be had for the payment of the
principal of or interest on this Note, or for any claim
based hereon, or otherwise in respect hereof, or based on or
in respect of the Indenture or any indenture supplemental
<PAGE>
thereto or any Board Resolution, against an incorporator,
stockholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation,
whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue
hereof, expressly waived and released.
