SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
ON
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 26, 1995
OLIN CORPORATION
(Exact name of registrant as specified in its charger)
Virginia 1-1070 13-1872319
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
120 Long Ridge Road, Stamford, Connecticut 06904
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 356-2000
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
2
Item 5. Other Events.
The form of Certificated Medium Term Note (Fixed Rate) filed
as Exhibit 4.1 hereto and the form of Book-Entry Medium Term Note
(Fixed Rate) filed as Exhibit 4.2 hereto are intended to supersede and
replace Exhibits 4(o) and 4(q), respectively, to Registration
Statement No. 33-52771 on Form S-3.
Item 7. Financial Statements and Exhibits.
(c) The following are filed as Exhibits to this Report:
4.1. Form of Certificated Medium Term Note (Fixed Rate).
4.2. Form of Book-Entry Medium Term Note (Fixed Rate).
<PAGE>
3
SIGNATURES
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.
OLIN CORPORATION
By: /s/ J. A. Riggs
--------------------------
J. A. Riggs
Senior Vice President and
Chief Financial Officer
Dated: May 26, 1995
<PAGE>
4
EXHIBIT INDEX
Exhibit No. Description
4.1. Form of Certificated Medium Term Note (Fixed Rate).
4.2. Form of Book-Entry Medium Term Note (Fixed Rate).
EXHIBIT 4.1
[FORM OF FACE OF CERTIFICATED MEDIUM-TERM NOTE]
(FIXED RATE)
OLIN CORPORATION
MEDIUM-TERM NOTE, SERIES A
Due From Nine Months to 40 Years From Date Of Issue
%
No. [$ ] <F1>
CUSIP
ORIGINAL ISSUE DATE: INTEREST RATE: MATURITY DATE:
REDEMPTION DATE: INDEXED NOTES: ___Yes (see attached) ___No
OLIN CORPORATION, a corporation duly organized and existing
under the laws of the Commonwealth of Virginia (herein called the
"Company", which term includes any successor corporation under the
Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to
, or registered assigns, the principal sum of
U.S. DOLLARS, on the Maturity Date specified above, and to
pay interest thereon from the Original Issue Date specified above, or
from the most recent Interest Payment Date to which interest has been
paid or duly provided for, to but excluding the relevant Interest
Payment Date, semiannually on June 15 and December 15 in each year and
at Maturity or upon any earlier redemption or repayment, unless
otherwise indicated in the applicable Pricing Supplement, commencing
on the first such date after the Original Issue Date set forth herein,
at the rate set forth on the face hereof, until the principal hereof
is paid or made available for payment; provided, however, that if the
Original Issue Date set forth above is after a Regular Record Date
referred to below and before the related Interest Payment Date, the
first payment of interest will be made on the Interest Payment Date
following the next
[FN]
<F1> All references to "$", "Dollars", "currency of the
United States" or similar language to be changed, if appropriate,
for series denominated in, or for which payments with respect to
are made in, foreign currency or currencies or units of two or
more currencies.
<PAGE>
2
succeeding Regular Record Date. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date
(other than at Maturity) will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the date fifteen
calendar days (whether or not a Business Day) prior to such Interest
Payment Date, as the case may be, unless otherwise indicated in the
applicable Pricing Supplement; provided, however, that interest
payable at Maturity shall be payable to the Person to whom principal
shall be payable. If any Interest Payment Date would fall on a day
that is not a Business Day, such Interest Payment Date will be the
following day that is a Business Day, and no interest on such payment
shall accrue for the period from and after such Maturity Date, or
Redemption Date (as set forth above), as the case may be. If the
Maturity Date or any earlier Redemption Date of a Security would fall
on a day that is not a Business Day, the payment of principal,
premium, if any, and interest will be made on the next succeeding
Business Day, and no interest on such payment shall accrue for the
period from and after such Maturity Date, or Redemption Date, as the
case may be.
Payment of the principal, premium, if any, and interest on
this Security will be made at the principal corporate trust office of
the Trustee in the Borough of Manhattan, The City of New York, or such
other office or agency of the Company as may be designated by it for
such purpose in the Borough of Manhattan, The City of New York (the
"Paying Agent"), in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the
Company, payment of interest (except at Maturity) may be made by
United States dollar check mailed to the address of the Person
entitled thereto as such address shall appear in the Security
Register. Payment of the principal, premium, if any, and interest on
this Security due at Maturity will be made in immediately available
funds upon surrender of this Security to the Paying Agent; provided
that this Security is presented to the paying agent in time for the
paying agent to make such payment in accordance with its normal
procedures. "Maturity" shall mean the date on which the principal of
this Security or an installment of principal becomes due, whether on
the Maturity Date specified above, upon redemption or otherwise.
<PAGE>
3
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH
IN FULL AT THIS PLACE.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof, directly or
through an authenticating agent, by manual signature of an authorized
officer, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated: OLIN CORPORATION,
By
------------------------
[Seal] Attest:
------------------------
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated therein
referred to in the within-mentioned Indenture.
CHEMICAL BANK,
As Trustee
By
----------------------
Authorized Officer
<PAGE>
4
[Form of Reverse]
OLIN CORPORATION
MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"), issued and
to be issued in one or more series under an Indenture, dated as of
June 15, 1992, as supplemented as of March 18, 1994 (herein called the
"Indenture"), between the Company and Chemical Bank, as Trustee
(herein called 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
Securities and of the terms upon which the securities are, and are to
be, authenticated and delivered. This Security is one of the series
designated on the face hereof.
This Security may not be redeemed prior to the Redemption
Date set forth on the face hereof. If no Redemption Date is so set
forth, this Security is not redeemable prior to the Maturity Date. On
or after the Redemption Date set forth on the face hereof, this
Security is redeemable in whole or in part in increments of U.S.
$1,000 at the option of the Company at a redemption price equal to
100% of the principal amount to be redeemed together with interest
thereon to the date of redemption.
Notice of redemption will be given by mail to Holders of
Securities, at least 30 and not more than 60 days prior to the date
fixed for redemption, all as provided in the Indenture.
In the event of redemption of this Security in part only, a
new Security or Securities of this series and of like tenor for the
unredeemed portion hereof will be issued in the name of the Holder
hereof upon the surrender hereof.
The Securities of this series will not have a sinking fund
unless otherwise specified in the applicable pricing supplement.
<PAGE>
5
Subject to a number of important qualifications and
exceptions set forth in the Indenture, the Indenture provides that
neither the Company nor any Restricted Subsidiary (as defined in the
Indenture) will (i) issue, assume or guarantee any notes, bonds,
debentures or other similar evidences of indebtedness for money
borrowed secured by a mortgage, lien, pledge or other encumbrance upon
any real or personal property located in the continental United States
of America without effectively providing that the Securities will be
secured equally and ratably with (or, at the option of the Company,
prior to) such indebtedness so long as such indebtedness shall be so
secured or (ii) enter into any Sale and Lease-Back Transactions (as
defined in the Indenture).
The Indenture also provides that the Company at its option
(a) will be Discharged (as such term is defined in the Indenture) from
any and all obligations in respect of the Securities (except for
certain obligations to register the transfer or exchange of
Securities, replace stolen, lost or mutilated Securities, maintain
paying agencies and hold moneys for payment in trust) or (b) need not
comply with certain restrictive covenants of the Indenture, if there
is deposited with the Trustee money or U.S. Government Obligations (as
defined in the Indenture), which through the payment of interest
thereon and principal thereof in accordance with their terms will
provide money or a combination of money and U.S. Government
Obligations in an amount sufficient to pay all the principal, premium,
if any, and interest on, the Securities on the dates such payments are
due in accordance with the terms of the Securities.
Interest payments for this Security will include interest
accrued to but excluding the Interest Payment Date. Interest payments
for this Security shall be computed and paid on the basis of a 360-day
year of twelve 30-day months.
The interest rate on this Security will in no event be
higher than the maximum rate permitted by New York law as the same may
be modified by United States law of general applicability.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities
of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.
<PAGE>
6
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of
66 2/3% in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of
the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security
and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
As set forth in, and subject to, the provisions of the
Indenture, no Holder of any Security of this series will have any
right to institute any proceeding with respect to the Indenture or for
any remedy thereunder, unless such Holder shall have previously given
to the Trustee written notice of a continuing Event of Default with
respect to this series, the Holders of not less than 25% in principal
amount of the Outstanding Securities of this series shall have made
written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, the Trustee shall not have
received from the Holders of a majority in principal amount of the
Outstanding Securities of this series a direction inconsistent with
such request and the Trustee shall have failed to institute such
proceeding within 60 days; provided, however, that such limitations do
not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal, premium, if any, or interest
on this Security on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal, premium, if any, and interest on this Security at the
times, places and rate, and in the coin or currency, herein
prescribed.
<PAGE>
7
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this Security
for registration of transfer at the corporate trust office of the
Trustee or such other office or agency as may be designated by the
Company in the Borough of Manhattan, The City of New York, duly
endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and
of like tenor, of authorized denominations and with like terms and
conditions and for the same aggregate principal amount, will be issued
to the designated transferee or transferees.
The Securities of this series are issuable only in
registered form, without coupons, in denominations of $1,000 and any
integral multiple of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a
different authorized denomination and with like terms and conditions,
as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Security 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 Security is
registered as the owner hereof for all purposes, whether or not this
Security is overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
The Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
<PAGE>
8
----------------
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 UNIF GIFT MIN ACT-..............Custodian.............
in common (Cust) (Minor)
TEN ENT-as tenants Under Uniform Gifts to Minors Act
by the entireties
JT TEN-as joint tenants ..................................
with right of (State)
survivorship and
not as tenants in common
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 ADDR
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably
constituting and appointing
--------------------------------------------
attorney to transfer said Security on the books of the Company, with
full power of substitution in the premises.
Dated:
--------------------------- ------------------------------------
Signature
EXHIBIT 4.2
[FORM OF FACE OF BOOK-ENTRY MEDIUM-TERM NOTE]
(FIXED RATE)
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York Corporation
("DTC"), to Issuer 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 DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
OLIN CORPORATION
MEDIUM-TERM NOTE, SERIES A
Due From Nine Months to 40 Years From Date Of Issue
%
No. $ <F1>
CUSIP
ORIGINAL ISSUE DATE: INTEREST RATE: MATURITY DATE:
REDEMPTION DATE: INDEXED NOTES: Yes (see attached) No
--- ---
OLIN CORPORATION, a corporation duly organized and existing
under the laws of the Commonwealth of Virginia (herein called the
"Company", which term includes any successor corporation under the
Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to , or registered assigns, the principal sum
of U.S. DOLLARS , on the Maturity Date specified above, and to pay
interest thereon from the Original Issue Date
<F1> All references to "$", "Dollars", "currency of the
United States" or similar language to be changed, if appropriate,
for series denominated in, or for which payments with respect to
are made in, foreign currency or currencies or units of two or
more currencies.
<PAGE>
2
specified above, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, to but excluding
the relevant Interest Payment Date, semiannually on June 15 and
December 15 in each year and at Maturity or upon any earlier
redemption or repayment, unless otherwise indicated in the applicable
Pricing Supplement, commencing on the first such date after the
Original Issue Date set forth herein, at the rate set forth on the
face hereof, until the principal hereof is paid or made available for
payment; provided, however, that if the Original Issue Date set forth
above is after a Regular Record Date referred to below and before the
related Interest Payment Date, the first payment of interest will be
made on the Interest Payment Date following the next succeeding
Regular Record Date. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date (other than at
Maturity) will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for
such interest, which shall be the date fifteen calendar days (whether
or not a Business Day) prior to such Interest Payment Date, as the
case may be, unless otherwise indicated in the applicable Pricing
Supplement; provided, however, that interest payable at Maturity shall
be payable to the Person to whom principal shall be payable. If any
Interest Payment Date would fall on a day that is not a Business Day,
such Interest Payment Date will be the following day that is a
Business Day, and no interest on such payment shall accrue for the
period from and after such Interest Payment Date. If the Maturity Date
or any earlier Redemption Date (as set forth above) of a Security
would fall on a day that is not a Business Day, the payment of
principal, premium, if any, and interest will be made on the next
succeeding Business Day, and no interest on such payment shall accrue
for the period from and after such Maturity Date, or Redemption Date,
as the case may be.
Payment of the principal, premium, if any, and interest on
this Security will be made to the Depositary, or its nominee, as
Holder thereof, in accordance with arrangements then in effect between
the Trustee and the Depositary, in such coin or currency of the United
States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the
option of the Company, payment of interest (except at Maturity) may be
made by United States dollar check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register
(which in the
<PAGE>
3
case of Book-Entry Notes, will be a nominee of the Depositary).
Payment of the principal, premium, if any, and interest on this
Security due at Maturity will be made in immediately available funds
upon surrender of this Security; provided that this Security is
presented to the paying agent in time for the paying agent to make
such payment in accordance with its normal procedures. "Maturity"
shall mean the date on which the principal of this Security or an
installment of principal becomes due, whether on the Maturity Date
specified above, upon redemption or otherwise.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH
IN FULL AT THIS PLACE.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof, directly or
through an authenticating agent, by manual signature of an authorized
officer, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated: OLIN CORPORATION,
By
--------------------------
[Seal] Attest:
--------------------------
<PAGE>
4
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated therein
referred to in the within-mentioned Indenture.
CHEMICAL BANK,
As Trustee
By
----------------------
Authorized Officer
<PAGE>
5
[Form of Reverse]
OLIN CORPORATION
MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"), issued and
to be issued in one or more series under an Indenture, dated as of
June 15, 1992, as supplemented as of March 18, 1994 (herein called the
"Indenture"), between the Company and Chemical Bank, as Trustee
(herein called 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
Securities and of the terms upon which the securities are, and are to
be, authenticated and delivered. This Security is one of the series
designated on the face hereof.
This Security may not be redeemed prior to the Redemption
Date set forth on the face hereof. If no Redemption Date is so set
forth, this Security is not redeemable prior to the Maturity Date. On
or after the Redemption Date set forth on the face hereof, this
Security is redeemable in whole or in part in increments of U.S.
$1,000 at the option of the Company at a redemption price equal to
100% of the principal amount to be redeemed together with interest
thereon to the date of redemption.
Notice of redemption will be given by mail to Holders of
Securities, at least 30 and not more than 60 days prior to the date
fixed for redemption, all as provided in the Indenture.
In the event of redemption of this Security in part only, a
new Security or Securities of this series and of like tenor for the
unredeemed portion hereof will be issued in the name of the Holder
hereof upon the surrender hereof.
<PAGE>
6
The Securities of this series will not have a sinking fund
unless otherwise specified in the applicable pricing supplement.
Subject to a number of important qualifications and
exceptions set forth in the Indenture, the Indenture provides that
neither the Company nor any Restricted Subsidiary (as defined in the
Indenture) will (i) issue, assume or guarantee any notes, bonds,
debentures or other similar evidences of indebtedness for money
borrowed secured by a mortgage, lien, pledge or other encumbrance upon
any real or personal property located in the continental United States
of America without effectively providing that the Securities will be
secured equally and ratably with (or, at the option of the Company,
prior to) such indebtedness so long as such indebtedness shall be so
secured or (ii) enter into any Sale and Lease-Back Transactions (as
defined in the Indenture).
The Indenture also provides that the Company at its option
(a) will be Discharged (as such term is defined in the Indenture) from
any and all obligations in respect of the Securities (except for
certain obligations to register the transfer or exchange of
Securities, replace stolen, lost or mutilated Securities, maintain
paying agencies and hold moneys for payment in trust) or (b) need not
comply with certain restrictive covenants of the Indenture, if there
is deposited with the Trustee money or U.S. Government Obligations (as
defined in the Indenture), which through the payment of interest
thereon and principal thereof in accordance with their terms will
provide money or a combination of money and U.S. Government
Obligations in an amount sufficient to pay all the principal, premium,
if any, and interest on, the Securities on the dates such payments are
due in accordance with the terms of the Securities.
Interest payments for this Security will include interest
accrued to but excluding the Interest Payment Date. Interest payments
for this Security shall be computed and paid on the basis of a 360-day
year of twelve 30-day months.
The interest rate on this Security will in no event be
higher than the maximum rate permitted by New York law as the same may
be modified by United States law of general applicability.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal
<PAGE>
7
of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of
66 2/3% in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of
the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security
and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
As set forth in, and subject to, the provisions of the
Indenture, no Holder of any Security of this series will have any
right to institute any proceeding with respect to the Indenture or for
any remedy thereunder, unless such Holder shall have previously given
to the Trustee written notice of a continuing Event of Default with
respect to this series, the Holders of not less than 25% in principal
amount of the Outstanding Securities of this series shall have made
written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, the Trustee shall not have
received from the Holders of a majority in principal amount of the
Outstanding Securities of this series a direction inconsistent with
such request and the Trustee shall have failed to institute such
proceeding within 60 days; provided, however, that such limitations do
not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal, premium, if any, or interest
on this Security on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the obligation
of the Company, which is absolute
<PAGE>
8
and unconditional, to pay the principal, premium, if any, and interest
on this Security at the times, places and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this Security
for registration of transfer at the corporate trust office of the
Trustee or such other office or agency as may be designated by the
Company in the Borough of Manhattan, The City of New York, duly
endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and
of like tenor, of authorized denominations and with like terms and
conditions and for the same aggregate principal amount, will be issued
to the designated transferee or transferees.
The Securities of this series are issuable only in
registered form, without coupons, in denominations of $1,000 and any
integral multiple of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a
different authorized denomination and with like terms and conditions,
as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Security 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 Security is
registered as the owner hereof for all purposes, whether or not this
Security is overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
The Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.
<PAGE>
9
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
<PAGE>
10
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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 UNIF GIFT MIN ACT-..............Custodian.............
in common (Cust) (Minor)
TEN ENT-as tenants Under Uniform Gifts to Minors Act
by the entireties
JT TEN-as joint tenants ..................................
with right of (State)
survivorship and
not as tenants in common
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee
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| |
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
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the within Security and all rights thereunder, hereby irrevocably constituting
and appointing attorney
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to transfer said Security on the books of the Company, with full power
of substitution in the premises.
Dated:
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Signature
