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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 1995
MOBIL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-7555 13-2850309
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
3225 Gallows Road
Fairfax, Virginia 22037-0001
Telephone: (703) 846-3000
(Address of principal executive offices)
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
In connection with the Registration Statement on Form S-3
which was declared effective on August 26, 1993 (SEC File
No.33-49945), the following Exhibit is furnished in accordance
with the provisions of Item 601 of Regulation S-K:
4-c Form of Fixed Rate Medium-Term Note, $25 million
Signature
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
REGISTRANT MOBIL CORPORATION
By /s/ Gordon G. Garney
NAME AND TITLE Gordon G. Garney, Senior Assistant Secretary
DATE March 20, 1995
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EHIBIT INDEX
EXHIBIT SUBMISSION MEDIA
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4-c Form of Fixed Rate Medium- Electronic
Term Note, $25 Million
MOBIL CORPORATION
MEDIUM-TERM NOTE, SERIES A
Fixed Rate Note
REGISTERED REGISTERED
No. FXR $25,000,000
CUSIP: 60706H AL7
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street,
New York, New York) to the issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust
Company 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 thereof, Cede &
Co., has an interest herein.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER
THE APPROXIMATE METHOD) SET FORTH BELOW HAVE BEEN COMPLETED
SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX
ORIGINAL ISSUE DISCOUNT ("OID") RULES.
ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE:
March 27, 1995 DATE: March 27, 1996 See "OTHER TERMS"
ORIGINAL MATURITY INTEREST ACCRUAL DATE: INITIAL REDEMPTION
DATE: March 27, 2003 March 27, 1995 PERCENTAGE: 100%
APPLICABILITY OF APPLICABILITY OF ANNUAL ORIGINAL YIELD TO
MODIFIED INTEREST PAYMENTS: N/A MATURITY: N/A
PAYMENT UPON
ACCELERATION: N/A
If yes, state TOTAL AMOUNT OF OID: INITIAL ACCRUAL
Issue Price: N/A PERIOD OID: N/A
ANNUAL REDEMPTION SPECIFIED CURRENCY: OPTIONAL
PERCENTAGE REDUCTION: U. S. Dollars REPAYMENT
N/A DATES(S): N/A
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OTHER TERMS:
Interest Payment Dates are March 27 and September 27 each year,
commencing on the first such date next succeeding the Interest
Accrual Date. The Interest Rate shall be according to the
following schedule:
For the first year: 7.250%
For the second year: 7.375%
For the third year: 7.500%
For the fourth year: 7.625%
For the fifth year: 7.750%
For the sixth year: 7.875%
For the seventh year: 8.000%
For the eighth year: 8.500%
The Issuer shall have the right to redeem this Note in whole or
in part on the Initial Redemption Date or any Interest Payment
Date thereafter.
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Mobil Corporation, a Delaware corporation (together with its
successors and assigns, the "Issuer"), for value received, hereby
promises to pay to
CEDE & Co.
, or registered assignees, the principal sum of Twenty Five
Million Dollars, on the Original Maturity Date specified above
(except to the extent redeemed or repaid prior to the Original
Maturity Date) or, if the maturity hereof is extended in
accordance with the procedures set forth below to an Extended
Maturity Date, as defined below, on such Extended Maturity Date
(except to the extent previously redeemed or repaid) and to pay
interest thereon at the Interest Rate per annum referred to above
or, if the interest rate hereon is reset or re-established in
connection with an extension of maturity in accordance with the
procedures specified on the reverse hereof, at the interest rate
per annum determined pursuant to such procedures, from the
Interest Accrual Date specified above until the principal hereof
is paid or duly made available for payment (except as provided
below), semiannually (unless otherwise specified on the face
hereof) in arrears on the first day of May and November in each
year (unless otherwise specified on the face hereof) (each such
date an "Interest Payment Date") commencing on the Interest
Payment Date next succeeding the Interest Accrual Date specified
above, and at maturity (or on any redemption or repayment date);
provided, however, that if the Interest Accrual Date occurs
between a Record Date, as defined below, and the next succeeding
Interest Payment Date, interest payments will commence on the
second Interest Payment Date succeeding the Interest Accrual Date
to the registered holder of this Note on the Record Date with
respect to such second Interest Payment Date; and provided,
further, that if this Note is subject to "Annual Interest
Payments," interest payments shall be made annually in arrears
and the term "Interest Payment Date" shall be deemed to mean the
first day of May in each year.
Interest on this Note will accrue from the most recent
Interest Payment Date to which interest has been paid or duly
provided for, or, if no interest has been paid or duly provided
for, from the Interest Accrual Date, until the principal hereof
has been paid or duly made available for payment (except as
provided below). 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 date 15 calendar days
prior to such Interest Payment Date (whether or not a Business
Day) (each such date a "Record Date"); provided, however, that
interest payable at maturity (or on any redemption or repayment
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date) will be payable to the person to whom the principal hereof
shall be payable. As used herein, "Business Day" means any day,
other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which banking institutions are authorized or
required by law or regulation to close in The City of New York
and (i) with respect to Notes denominated in a Specified Currency
other than U.S. dollars, Australian dollars or European Currency
Units ("ECUs"), in the financial center of the country of the
Specified Currency, (ii) with respect to Notes denominated in
Australian dollars, in Sydney, (iii) with respect to Notes
denominated in ECUs, in Luxembourg and that is not a non-ECU
clearing day, as determined by the ECU Banking Association in
Paris, and (iv) with respect to Notes bearing interest calculated
by reference to LIBOR, in the City of London.
Payment of the principal of this Note, any premium and the
interest due at maturity (or on any redemption or repayment date)
will be made in immediately available funds upon surrender of
this Note at the office or agency of the Paying Agent, as defined
on the reverse hereof, maintained for that purpose in the Borough
of Manhattan, The City of New York, or at such other paying
agency as the Issuer may determine. Payment of the principal of
and premium, if any, and interest on this Note will be made in
the Specified Currency indicated above; provided, however, that
U.S. dollar payments of interest, other than interest due at
maturity or on any date of redemption or repayment, will be made
by U.S. dollar check mailed to the address of the person entitled
thereto as such address shall appear in the Note register. A
holder of U.S. $10,000,000 or more in aggregate principal amount
of Notes having the same Interest Payment Date will be entitled
to receive payments of interest, other than interest due at
maturity or on any date of redemption or repayment, by wire
transfer of immediately available funds if appropriate wire
transfer instructions have been received by the Paying Agent in
writing not less than 15 calendar days prior to the applicable
Interest Payment Date. If this Note is denominated in a
Specified Currency other than U.S. dollars, payments of interest
hereon will be made by wire transfer of immediately available
funds to an account maintained by the holder hereof with a bank
located outside the United States if appropriate wire transfer
instructions have been received by the Paying Agent in writing
not less than 15 calendar days prior to the applicable Interest
Payment Date. If such wire transfer instructions are not so
received, such interest payments will be made by check payable
in such Specified Currency mailed to the address of the person
entitled thereto as such address shall appear in the Note
register.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at
this place.
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Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by
manual signature, this Note shall not be entitled to any benefit
under the Indenture, as defined on the reverse hereof, or be
valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Issuer has caused this Note to be
duly executed under its corporate seal.
DATED: MOBIL CORPORATION
By _____________________________
Title:
ATTEST: ______________________________
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Notes referred
to in the within-mentioned
Indenture.
CHEMICAL BANK,
as Trustee
By _____________________________
Authorized Officer
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REVERSE OF MEDIUM-TERM NOTE
This Note is one of a duly authorized issue of Medium-Term
Notes, Series A, having maturities more than nine months from the
date of issue (the "Notes") of the Issuer. The Notes are
issuable under an indenture dated as of December 1, 1986, duly
executed and delivered by the Issuer to Chemical Bank (successor
by merger with Manufacturers Hanover Trust Company), Trustee
(herein called the "Trustee"), to which indenture and all
indentures supplemental thereto (herein called the "Indenture")
reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities of the
Issuer, the Trustee and holders of the Notes and the terms upon
which the Notes are, and are to be, authenticated and delivered.
The Issuer has appointed Chemical Bank at its corporate trust
office in The City of New York as the paying agent (the "Paying
Agent," which term includes any additional or successor Paying
Agent appointed by the Issuer) with respect to the Notes. The
terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or
otherwise, all as provided in the Indenture. To the extent not
inconsistent herewith, the terms of the Indenture are hereby
incorporated by reference herein.
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 not be
redeemable or subject to repayment at the option of the holder
prior to maturity.
If so indicated on the face of this Note, this Note may be
redeemed in whole or in part at the option of the Issuer on or
after the Initial Redemption Date specified on the face hereof on
the terms set forth on the face hereof, together with interest
accrued and unpaid hereon to the date of redemption (except as
provided below). If this Note is subject to "Annual Redemption
Percentage Reduction," the Initial Redemption Percentage
indicated on the face hereof will be reduced on each anniversary
of the Initial Redemption Date by the Annual Redemption
Percentage Reduction specified on the face hereof until
the redemption price of this Note is 100% of the principal amount
hereof, together with interest accrued and unpaid hereon to the
date of redemption (except as provided below). Notice of
redemption shall be mailed to the registered holders of the Notes
designated for redemption at their addresses as the same shall
appear on the Note register not less than 30 nor more than 60
days prior to the date fixed for redemption, subject to all the
conditions and provisions of the Indenture. In the event of
redemption of this Note in part only, a new Note or Notes for the
amount of the unredeemed portion hereof shall be issued in the
name of the holder hereof upon the cancellation hereof.
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Notwithstanding the foregoing, this Note may be redeemed in
accordance with the terms of any Extension Notice, as defined
below, sent to the holder hereof as described below.
If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the Optional
Repayment Date or Dates specified on the face hereof on the terms
set forth herein. On any Optional Repayment Date, this Note will
be repayable in whole or in part in increments of $1,000 or, if
this Note is denominated in a Specified Currency other than U.S.
dollars, in increments of 1,000 units of such Specified Currency
(provided that any remaining principal amount hereof shall not be
less than the minimum authorized denomination hereof) at the
option of the holder hereof at a price equal to 100% of the
principal amount to be repaid, together with interest accrued
and unpaid hereon to the date of repayment (except as provided
below). For this Note to be repaid at the option of the holder
hereof, the Paying Agent must receive at its corporate trust
office in the Borough of Manhattan, The City of New York, at
least 15 but not more than 30 days prior to the date of
repayment, (i) this Note with the form entitled "Option to Elect
Repayment" below duly completed or (ii) a telegram, telex,
facsimile transmission or a 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 setting forth the name of the holder of this Note,
the principal amount hereof, the certificate number of this Note
or a description of this Note's tenor and terms, the principal
amount hereof to be repaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that this
Note, together with the form entitled "Option to Elect Repayment"
duly completed, will be received by the Paying Agent not later
than the fifth Business Day after the date of such telegram,
telex, facsimile transmission or letter; provided, that such
telegram, telex, facsimile transmission or letter shall only be
effective if this Note and form duly completed are received by
the Paying Agent by such fifth Business Day. Effective exercise
of such repayment option by the holder hereof shall be
irrevocable. In the event of repayment of this Note in part
only, a new Note or Notes for the amount of the unpaid portion
hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.
If so indicated on the face of this Note, the Issuer has the
option to extend the Original Maturity Date hereof for one or
more periods of one or more whole years (each an "Extension
Period") up to but not beyond the Final Maturity Date specified
on the face hereof and in connection therewith to establish a new
interest rate and new redemption provisions for the Extension
Period.
The Issuer may exercise such option by notifying the Paying
Agent of such exercise at least 45 but not more than 60 days
prior to the Original Maturity Date or, if the maturity hereof
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has already been extended, prior to the maturity date then in
effect (an "Extended Maturity Date"), such notice to be
accompanied by the form of the Extension Notice referred to
below. No later than 38 days prior to the Original Maturity
Date or an Extended Maturity Date, as the case may be (each, a
"Maturity Date"), the Paying Agent will mail to the holder hereof
a notice (the "Extension Notice") relating to such Extension
Period, first class mail, postage prepaid, setting forth (a) the
election of the Issuer to extend the maturity of this Note; (b)
the new Extended Maturity Date; (c) the interest rate applicable
to the Extension Period; and (d) the provisions, if any, for
redemption during the Extension Period, including the date or
dates on which, the period or periods during which and the price
or prices at which such redemption may occur during the Extension
Period. Upon the mailing by the Paying Agent of an Extension
Notice to the holder of this Note, the maturity hereof shall be
extended automatically, and, except as modified by the Extension
Notice and as described in the next paragraph, this Note will
have the same terms it had prior to the mailing of such Extension
Notice.
Notwithstanding the foregoing, not later than 10:00 A.M.,
New York City time, on the twentieth calendar day prior to the
Maturity Date in effect immediately preceding the mailing of the
applicable Extension Notice (or if such day is not a Business
Day, not later than 10:00 A.M., New York City time, on the
immediately succeeding Business Day), the Issuer may, at its
option, revoke the interest rate provided for in such Extension
Notice and establish a higher interest rate for the Extension
Period by causing the Paying Agent to send notice of such higher
interest rate to the holder of this Note by first class mail,
postage prepaid, or by such other means as shall be agreed
between the Issuer and the Paying Agent. Such notice shall be
irrevocable. All Notes with respect to which the Maturity Date
is extended in accordance with an Extension Notice will bear such
higher interest rate for the Extension Period, whether or not
tendered for repayment.
If the Issuer elects to extend the maturity hereof, the
holder of this Note will have the option to require the Issuer to
repay this Note on the Maturity Date in effect immediately
preceding the mailing of the applicable Extension Notice at a
price equal to the principal amount hereof plus any accrued and
unpaid interest to such date. In order for this Note to be so
repaid on such Maturity Date, the holder hereof must follow the
procedures set forth above for optional repayment, except that
the period for delivery of this Note or notification to the
Paying Agent shall be at least 25 but not more than 35 days prior
to the Maturity Date in effect immediately preceding the mailing
of the applicable Extension Notice and except that if the holder
hereof has tendered this Note for repayment pursuant to this
paragraph he may, by written notice to the Paying Agent, revoke
any such tender for repayment until 3:00 P.M., New York City
time, on the twentieth calendar day prior to the Maturity Date
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then in effect (or, if such day is not a Business Day, until 3:00
P.M., New York City time, on the immediately succeeding Business
Day).
Interest payments on this Note will include interest accrued
to but excluding the Interest Payment Dates or the Maturity Date
(or any earlier redemption or repayment date), as the case may
be. Unless otherwise specified on the face hereof, interest
payments for this Note will be computed and paid on the basis of
a 360-day year of twelve 30-day months.
In the case where an Interest Payment Date or the Maturity
Date (or any redemption or repayment date) does not fall on a
"New York Business Day" (which is a Business Day as defined on
the face of this Note without reference to clauses (i) through
(iv) of such definition), payment of interest, premium, if any,
or principal otherwise payable on such date need not be made on
such date, but may be made on the next succeeding New York
Business Day with the same force and effect as if made on the
Interest Payment Date or on the Maturity Date (or any redemption
or repayment date), and no interest on such payment shall accrue
for the period from and after the Interest Payment Date or the
Maturity Date (or any redemption or repayment date) to such next
succeeding New York Business Day.
This Note and all the obligations of the Issuer hereunder
are direct, unsecured obligations of the Issuer and rank without
preference or priority among themselves and pari passu with all
other existing and future unsecured and unsubordinated
indebtedness of the Issuer, subject to certain statutory
exceptions in the event of liquidation upon insolvency.
This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form,
without coupons, and, if denominated in U.S. dollars, is issuable
only in denominations of U.S. $1,000 and any integral multiple of
U.S. $1,000 in excess thereof. If this Note is denominated in a
Specified Currency other than U.S. dollars, then, unless a higher
minimum denomination is required by applicable law, it is
issuable only in denominations of the equivalent of U.S. $1,000
(rounded to an integral multiple of 1,000 units of such Specified
Currency), or any amount in excess thereof which is an integral
multiple of 1,000 units of such Specified Currency, as determined
by reference to the noon dollar buying rate in New York City for
cable transfers of such Specified Currency published by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on
the Business Day immediately preceding the date of issuance;
provided, however, in the case of ECUs, the Market Exchange Rate
shall be the rate of exchange determined by the Commission of the
European Communities (or any successor thereto) as published in
the Official Journal of the European Communities, or any
successor publication, on the Business Day immediately preceding
the date of issuance.
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The Trustee has been appointed registrar for the Notes, and
the Trustee will maintain at its office in The City of New York a
register for the registration and transfer of Notes. This Note
may be transferred at the aforesaid office of the Trustee by
surrendering this Note for cancellation, accompanied by a written
instrument of transfer in form satisfactory to the Trustee and
duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the
Trustee shall issue in the name of the transferee or transferees,
in exchange herefor, a new Note or Notes having identical terms
and provisions and having a like aggregate principal amount in
authorized denominations, subject to the terms and conditions set
forth herein; provided, however, that the Trustee will not be
required (i) to register the transfer of or exchange any Note
that has been called for redemption in whole or in part, except
the unredeemed portion of Notes being redeemed in part, (ii) to
register the transfer of or exchange any Note if the holder
thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the
portion of such Note not required to be repurchased, or (iii) to
register the transfer of or exchange Notes to the extent and
during the period so provided in the Indenture with respect to
the redemption of Notes. Notes are exchangeable at said office
for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions.
All such exchanges and transfers of Notes will be free of charge,
but the Issuer may require payment of a sum sufficient to cover
any tax or other governmental charge in connection therewith.
All Notes surrendered for exchange shall be accompanied by a
written instrument of transfer in form satisfactory to the
Trustee and executed by the registered holder in person or by the
holder's attorney duly authorized in writing. The date of
registration of any Note delivered upon any exchange or transfer
of Notes shall be determined by the Issuer and shall be such that
no gain or loss of interest results from such exchange or
transfer.
In case any Note shall at any time become mutilated, defaced
or be destroyed, lost or stolen and such Note or evidence of the
loss, theft or destruction thereof (together with the indemnity
hereinafter referred to and such other documents or proof as may
be required in the premises) shall be delivered to the Trustee, a
new Note of like tenor will be issued by the Issuer in exchange
for the Note so mutilated or defaced, or in lieu of the Note so
destroyed or lost or stolen, but, in the case of any destroyed or
lost or stolen Note, only upon receipt of evidence satisfactory
to the Trustee and the Issuer that such Note was destroyed or
lost or stolen and, if required, upon receipt also of indemnity
satisfactory to each of them. All expenses and reasonable
charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be
borne by the holder of the Note mutilated, defaced, destroyed,
lost or stolen.
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The Indenture provides that if an Event of Default, as
defined in the Indenture, shall occur and be continuing with
respect to any series of debt securities issued under the
Indenture, including the series of Medium-Term Notes of which
this Note forms a part, the Trustee or the holders of not less
than 25% in aggregate principal amount of the debt securities
then outstanding of the series may declare the principal of, and
the premium, if any, on such series to be due and payable,
together with interest accrued thereon. Any Event of Default
with respect to a particular series of debt securities may be
waived by the holders of a majority in aggregate principal amount
of the outstanding debt securities of the series affected, except
in each case a failure to pay the principal of, or premium, if
any, or interest on, such debt securities.
If the face hereof indicates that this Note is subject to
"Modified Payment Upon Acceleration," then (i) if the principal
hereof is declared to be due and payable as described in the
preceding paragraph, the amount of principal due and payable with
respect to this Note shall be limited to the aggregate principal
amount hereof multiplied by the sum of the Issue Price specified
on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from
the Interest Accrual Date to the date of declaration, which
amortization shall be calculated using the "interest method"
(computed in accordance with generally accepted accounting
principles in effect on the date of declaration), (ii) for the
purpose of any vote of securityholders taken pursuant to the
Indenture prior to the acceleration of payment of this Note, the
principal amount hereof shall equal the amount that would be due
and payable hereon, calculated as set forth in clause (i) above,
if this Note were declared to be due and payable on the date of
any such vote and (iii) for the purpose of any vote of security
holders taken pursuant to the Indenture following the
acceleration of payment of this Note, the principal amount hereof
shall equal the amount of principal due and payable with respect
to this Note, calculated as set forth in clause (i) above.
The Indenture contains provisions permitting the Issuer and
the Trustee, with the consent of the holders of not less than 66
2/3% in aggregate principal amount of the debt securities at the
time outstanding of all series to be affected (or not less than
66 2/3% in aggregate principal amount of any series affected in
case one or more but not all of the series are affected)
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 indenture or modifying in any manner the rights of
the holders of the securities of each such series; provided,
however, that no such supplemental indenture shall (i) change the
fixed maturity of any debt security, or change the rate of or
change the time of payment of any interest thereon, or change the
principal amount thereof or any premium thereon, or make the
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principal thereof or any interest or premium thereon payable in
any coin or currency other than that herein before provided,
without the consent of the holder of each debt security so
affected, or (ii) reduce the aforesaid percentage of debt
securities, the holders of which are required to consent to any
such supplemental indenture, without the consent of the holder of
each debt security affected.
Except as set forth below, if the principal of, premium, if
any, or interest on, this Note is payable in a Specified Currency
other than U.S. dollars and such Specified Currency is not
available to the Issuer for making payments hereon due to the
imposition of exchange controls or other circumstances beyond the
control of the Issuer or is no longer used by the government of
the country issuing such currency or for the settlement of
transactions by public institutions within the international
banking community, then the Issuer will be entitled to satisfy
its obligations to the holder of this Note by making such
payments in U.S. dollars on the basis of the Market Exchange Rate
on the date of such payment or, if the Market Exchange Rate is
not available on such date, as of the most recent practicable
date. Any payment made under such circumstances in U.S. dollars
where the required payment is in a Specified Currency other than
U.S. dollars will not constitute an Event of Default.
If payment in respect of this Note is required to be made in
ECUs and ECUs are unavailable due to the imposition of exchange
controls or other circumstances beyond the Issuer's control or
are no longer used in the European Monetary System, then all
payments in respect of this Note shall be made in U.S. dollars
until ECUs are again available or so used. The amount of each
payment in U.S. dollars shall be computed on the basis of the
equivalent of the ECU in U.S. dollars, determined as described
below, as of the second Business Day prior to the date on which
such payment is due.
The equivalent of the ECU in U.S. dollars as of any date
shall be determined by the Issuer or its agent on the following
basis. The component currencies of the ECU for this purpose (the
"Components") shall be the currency amounts that were components
of the ECU as of the last date on which the ECU was used in the
European Monetary System. The equivalent of the ECU in U.S.
dollars shall be calculated by aggregating the U.S. dollar
equivalents of the Components. The U.S. dollar equivalent of
each of the Components shall be determined by the Issuer or such
agent on the basis of the most recently available Market Exchange
Rates for such Components.
If the official unit of any Component is altered by way of
combination or subdivision, the number of units of that currency
as a Component shall be divided or multiplied in the same
proportion. If two or more Components are consolidated into a
single currency, the amounts of those currencies as Components
shall be replaced by an amount in such single currency equal to
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the sum of the appropriate amounts of the consolidated component
currencies expressed in such single currency. If any Component
is divided into two or more currencies, the amount of the
original component currency shall be replaced by the appropriate
amounts of such two or more currencies, the sum of which shall be
equal to the amount of the original component currency.
All determinations referred to above made by the Issuer or
its agent shall be at its sole discretion and shall, in the
absence of manifest error, be conclusive to the extent permitted
by law for all purposes and binding on the holder of this Note.
So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the
principal of and premium, if any, and interest on this Note as
herein provided in the Borough of Manhattan, The City of New
York, and an office or agency in said Borough of Manhattan for
the registration, transfer and exchange as aforesaid of the
Notes. The Issuer may designate other agencies for the payment
of said principal, premium and interest at such place or places
(subject to applicable laws and regulations) as the Issuer may
decide. So long as there shall be such an agency, the Issuer
shall keep the Trustee advised of the names and locations
of such agencies, if any are so designated.
With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or
interest or premium, if any, on any Notes that remain unclaimed
at the end of two years after such principal, interest or premium
shall have become due and payable (whether at maturity or upon
call for redemption or otherwise), (i) the Trustee or such Paying
Agent shall notify the holders of such Notes that such moneys
shall be repaid to the Issuer and any person claiming such moneys
shall thereafter look only to the Issuer for payment thereof and
(ii) such moneys shall be so repaid to the Issuer. Upon such
repayment all liability of the Trustee or such Paying Agent with
respect to such moneys shall thereupon cease, without, however,
limiting in any way any obligation that the Issuer may have to
pay the principal of or interest or premium, if any, on this Note
as the same shall become due.
No provision of this Note or of the Indenture shall alter or
impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and
interest on this Note at the time, place, and rate, and in the
coin or currency, herein prescribed unless otherwise agreed
between the Issuer and the registered holder of this Note.
Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or
the Trustee may treat the holder in whose name this Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and none of the Issuer, the Trustee or any
such agent shall be affected by notice to the contrary.
<PAGE>
-15-
No recourse shall be had for the payment of the principal
of, premium, if any, or the interest on this Note, for any claim
based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture or any indenture supplemental thereto,
against any incorporator, shareholder, officer or director, as
such, past, present or future, of the Issuer or of any successor
corporation, either directly or through the Issuer or any
successor corporation, whether by virtue of any constitution,
statue 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.
This Note shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.
All terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the
meanings assigned to them in the Indenture.
<PAGE>
-16-
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT - .............Custodian.................
(Cust) (Minor)
Under Uniform Gifts to Minors Act .........................
(State)
Additional abbreviations may also be used though not in the
above list.
<PAGE>
-17-
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 TYPE NAME AND ADDRESS
INCLUDING ZIP CODE, OF ASSIGNEE]
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing such person attorney to transfer such
note on the books of the Issuer, with full power of substitution
in the premises.
Dated: ______________ __________________________________
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of the
within Note in every particular
without alteration or enlargement
or any change whatsoever.
<PAGE>
-18-
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs
the Issuer to repay the within Note (or portion thereof specified
below) pursuant to its terms at a price equal to the principal
amount thereof, together with interest to the Optional Repayment
Date, to the Undersigned at
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
(Please print or typewrite name, address and telephone number of
the undersigned, and name of contact person, if any)
If less than the entire principal amount of the within Note
is to be repaid, specify the portion thereof which the holder
elects to have repaid: ___________________; and specify the
denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Notes to be issued to the
holder for the portion of the within Note not being repaid (in
the absence of any such specification, one such Note will be
issued for the portion not being repaid):_______________________.
Date: _______________ ___________________________________
NOTICE: The signature on this
Option to Elect Repayment must
correspond with the name as written
upon the face of the within
instrument in every particular
without alteration or enlargement.
