Attached files
file | filename |
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EX-4.1 - INDENTURE - AVIS BUDGET GROUP, INC. | indenture.htm |
EX-99.1 - PRESS RELEASE - AVIS BUDGET GROUP, INC. | pressrelease.htm |
EX-10.1 - SECOND AMENDMENT - AVIS BUDGET GROUP, INC. | secondamendment.htm |
EX-10.2 - REGISTRATION RIGHTS AGREEMENT - AVIS BUDGET GROUP, INC. | registrationrightsagreement.htm |
8-K - AVIS BUDGET GROUP, INC. FORM 8-K DATED MARCH 10, 2010 - AVIS BUDGET GROUP, INC. | abg8k03102010.htm |
Exhibit
4.2
Form
of 9 5/8% Senior Notes
AVIS
BUDGET CAR RENTAL, LLC
AVIS
BUDGET FINANCE, INC.
9 5/8%
Senior Notes due 2018
CUSIP
No. No.
$ ________________
Avis
Budget Car Rental, LLC, a limited liability company duly organized and existing
under the laws of the State of Delaware, and Avis Budget Finance, Inc., a
corporation duly organized and existing under the laws of the State of Delaware
(together, “the Company,” which term
includes their successors and assigns), promise to pay
to ________________ , or registered assigns, the principal sum
of ________________ ) (or such lesser or greater amount as shall
be outstanding hereunder from time to time in accordance with Sections 312 and
313 of the Indenture referred to herein) (the “Principal Amount”) on
March 15, 2018. The Company promises to pay interest semi-annually in
cash on March 15 and September 15 of each year, commencing September 15, 2010,
at the rate of 9.625% per annum (subject to adjustment as provided below) until
the Principal Amount is paid or made available for payment. Interest
on this Note will accrue from the most recent date to which interest on this
Note or any of its Predecessor Notes has been paid or duly provided for or, if
no interest has been paid, from the Issue Date. Interest on the Notes
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, 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 Regular Record Date for such
interest, which shall be the March 1 or September 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Notes not more than 15 days nor less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said
Indenture.
The
Holder of this Note is entitled to the benefits of the Registration Rights
Agreement, dated March 10, 2010, among the Company, the Guarantors and the
initial purchasers named therein (the “Registration Rights
Agreement”). Until (i) this Note has been exchanged for an
Exchange Security (as defined in the Registration Rights Agreement) in an
Exchange Offer (as defined in the Registration Rights Agreement); (ii) a Shelf
Registration Statement (as defined in the Registration Rights Agreement)
registering this Note under the Securities Act has been declared or becomes
effective and this Note has been sold or otherwise transferred by the Holder
thereof pursuant to and in a manner contemplated by such effective Shelf
Registration Statement; (iii) this Note is sold under circumstances in which any
legend borne by this Note relating to restrictions on transferability thereof,
under the Securities Act or otherwise, is removed by the Company or pursuant to
the Indenture referred to herein; or (iv) this
3
Note is
eligible to be sold pursuant to Rule 144 under the Securities Act by a Person
that is not an “affiliate” (within the meaning of Rule 405 under the Securities
Act) of the Company or any Guarantor: From and including the date on which a
Registration Default (as defined below) shall occur to but excluding the date on
which such Registration Default has been cured, additional interest will accrue
on this Note until such time as all Registration Defaults have been cured at the
rate of (a) prior to the 91st day of such period (for so long as such period is
continuing), 0.25% per annum and (b) thereafter (so long as such period is
continuing), 0.50% per annum. Any such additional interest shall not
exceed such respective rates for such respective periods, and shall not in any
event exceed 0.50% per annum in the aggregate, regardless of the number of
Registration Defaults that shall have occurred and be continuing. Any
such additional interest shall be paid in the same manner and on the same dates
as interest payments in respect of this Note. Following the cure of
all Registration Defaults, the accrual of such additional interest will
cease. A Registration Default under clause (iii) or (iv) below will
be deemed cured upon consummation of the Exchange Offer in the case of a Shelf
Registration Statement required to be filed due to a failure to consummate the
Exchange Offer within the required time period. For purposes of the
foregoing, each of the following events, as more particularly defined in the
Registration Rights Agreement, is a “Registration
Default”: (i) the Exchange Offer has not been consummated within 405 days
after the Issue Date; (ii) if a Shelf Registration Statement required by the
Registration Rights Agreement is not declared effective by the SEC on or before
the later of (1) 405 days after the Issue Date or (2) 90 days after the delivery
of a request to file a Shelf Registration Statement as provided for in the
Registration Rights Agreement; or (iii) if any Shelf Registration Statement
required by the Registration Rights Agreement is filed and declared effective,
and during the period the Company is required to use its reasonable best efforts
to cause the Shelf Registration Statement to remain effective, the Company shall
have suspended the Shelf Registration Statement or it ceases to be effective for
more than 75 days in any twelve-month period and be continuing to suspend the
availability of the Shelf Registration Statement.
Payment
of the principal of (and premium, if any) and interest on this Note will be made
at the office of the applicable Paying Agent, or such other office or agency of
the Company maintained for that purpose; 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.
Reference
is hereby made to the further provisions of this Note set forth on the attached
Additional Terms of the Notes, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless
the certificate of authentication hereon has been executed by the Trustee
referred to herein by manual signature, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
4
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
AVIS
BUDGET CAR RENTAL, LLC
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||
By
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Name: Rochelle
Tarlowe
Title: Vice
President and Treasurer
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AVIS
BUDGET FINANCE, INC.
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By
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Name: Rochelle
Tarlowe
Title: Vice
President and Treasurer
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5
This is
one of the Notes referred to in the within-mentioned Indenture.
THE
BANK OF NOVA SCOTIA TRUST
COMPANY
OF NEW YORK,
as
Trustee
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|||
By
|
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||
Name: Warren
A. Goshine
Title: Vice
President
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Dated:
March 10, 2010
6
Additional
Terms of the Notes
This Note
is one of the duly authorized issue of 9 5/8% Senior Notes due 2018 of the
Company (herein called the “Notes”), issued under
an Indenture, dated as of March 10, 2010 (herein called the “Indenture,” which
term shall have the meanings assigned to it in such instrument), among the
Company, the Guarantors from time to time parties thereto (“the Guarantors”) and The
Bank of Nova Scotia Trust Company of New York, as Trustee (herein called the
“Trustee,”
which term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, any
other obligor upon this Note, the Trustee and the Holders of the Notes and of
the terms upon which the Notes are, and are to be, authenticated and
delivered. The terms of the Notes include those stated in the
Indenture and those made a part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended, as in effect from time to time (the “TIA”). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and the TIA for a statement of such terms. Additional Notes may be
issued under the Indenture which will vote as a class with the Notes and
otherwise be treated as Notes for purposes of the Indenture.
All terms
used in this Note that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
This Note
may hereafter be entitled to certain other Guarantees made for the benefit of
the Holders. Reference is made to Article XIII of the Indenture for
terms relating to such Guarantees, including the release, termination and
discharge thereof. Neither the Company nor any Guarantor shall be
required to make any notation on this Note to reflect any Guarantee or any such
release, termination or discharge.
The Notes
will be redeemable, at the Company’s option, in whole or in part, at any time
and from time to time on or after March 15, 2014, and prior to maturity at the
applicable redemption price set forth below. Such redemption may be
made upon notice mailed by first-class mail to each Holder’s registered address
in accordance with the Indenture. The Company may provide in such
notice that payment of the redemption price and the performance of the Company’s
obligations with respect to such redemption may be performed by another
Person. Any such redemption and notice may, in the Company’s
discretion, be subject to the satisfaction of one or more conditions precedent,
including but not limited to the occurrence of a Change of
Control. The Notes will be so redeemable at the following redemption
prices (expressed as a percentage of principal amount), plus accrued and unpaid
interest, if any, to the relevant Redemption Date (subject to the right of
Holders of record on the relevant Regular Record Date to receive interest due on
the relevant Interest Payment Date), if redeemed during the 12-month period
commencing on March 15 of each of the years set forth below:
Period
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Redemption Price
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2014
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104.813%
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2015
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102.406%
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2016
and
thereafter
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100.000%
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7
In
addition, at any time and from time to time on or prior to March 15, 2013, the
Company at its option may redeem Notes in an aggregate principal amount equal to
up to 35% of the original aggregate principal amount of Notes (including the
principal amount of any Additional Notes), with funds in an aggregate amount not
exceeding the aggregate proceeds of one or more Equity Offerings, at a
redemption price (expressed as a percentage of principal amount thereof) of
109.625%, plus accrued and unpaid interest, if any, to, but not including, the
Redemption Date (subject to the right of Holders of record on the relevant
Record Date to receive interest due on the relevant Interest Payment Date);
provided, however, that an aggregate
principal amount of Notes equal to at least 65% of the original aggregate
principal amount of Notes (including the principal amount of any Additional
Notes) must remain outstanding after each such redemption. The
Company may make such redemption upon notice mailed by first-class mail to each
Holder’s registered address in accordance with the Indenture (but in no event
more than 180 days after the completion of the related Equity
Offering). The Company may provide in such notice that payment of the
redemption price and performance of the Company’s obligations with respect to
such redemption may be performed by another Person. Any such notice
may be given prior to the completion of the related Equity Offering, and any
such redemption or notice may, at the Company’s discretion, be subject to the
satisfaction of one or more conditions precedent, including the completion of
the related Equity Offering.
At any
time prior to March 15, 2014, Notes may also be redeemed or purchased (by the
Company or any other Person) in whole or in part, at the Company’s option, at a
price equal to 100% of the principal amount thereof plus the Applicable Premium
as of, and accrued but unpaid interest, if any, to, but not including, the
Redemption Date (subject to the right of Holders of record on the relevant
Record Date to receive interest due on the relevant Interest Payment
Date). Such redemption or purchase may be made upon notice mailed by
first-class mail to each Holder’s registered address in accordance with the
Indenture. The Company may provide in such notice that payment of the
Redemption Price and performance of the Company’s obligations with respect to
such redemption or purchase may be performed by another Person. Any
such redemption, purchase or notice may, at the Company’s discretion, be subject
to the satisfaction of one or more conditions precedent, including but not
limited to the occurrence of a Change of Control.
The
Indenture provides that, upon the occurrence after the Issue Date of a Change of
Control, each Holder will have the right to require that the Company repurchase
all or any part of such Holder’s Notes at a purchase price in cash equal to 101%
of the principal amount thereof plus accrued and unpaid interest, if any, to,
but not including, the date of such repurchase (subject to the right of Holders
of record on the relevant Record Date to receive interest due on the relevant
Interest Payment Date); provided, however, that the Company
shall not be obligated to repurchase Notes in the event it has exercised its
right to redeem all the Notes as described above.
The Notes
will not be entitled to the benefit of a sinking fund.
The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Note or certain restrictive covenants and certain Events of
Default with
8
respect
to this Note, in each case upon compliance with certain conditions set forth in
the Indenture.
If an
Event of Default with respect to the Notes shall occur and be continuing, the
principal of and accrued but unpaid interest on the Notes 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 Notes to be effected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of at least
a majority in principal amount of the Notes at the time Outstanding to be
affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Notes at the time
Outstanding, on behalf of the Holders of all Notes, 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 Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note 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
Note.
As
provided in and subject to the provisions of the Indenture, the Holder of this
Note shall not have the right to institute any proceeding with respect to the
Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Notes, the
Holders of not less than 30% in principal amount of the Notes at the time
Outstanding shall have made written request to the Trustee to pursue such remedy
in respect of such Event of Default as Trustee and offered the Trustee
reasonable security or indemnity against any loss, liability or expense, and the
Trustee shall not have received from the Holders of a majority in principal
amount of Notes at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of security or
indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Note for the enforcement of any payment of principal hereof
or any premium or interest hereon on or after the respective due dates expressed
herein.
No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Note at the times, place 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 Note is registrable in the Note Register, upon surrender of
this Note for registration of transfer at the office or agency of the Company in
a Place of Payment, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Note Registrar duly
executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Notes of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
9
The Notes
are issuable only in fully registered form without coupons in minimum
denominations of $2,000 and any integral multiple of $l,000 in excess
thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes of like tenor of a different authorized denomination,
as requested by the Holder surrendering the same.
No
service charge shall be made for any such registration, transfer or exchange,
but the Company may require payment of a sum sufficient to cover any transfer
tax or other governmental charge payable in connection therewith.
Prior to
due presentment of this Note for registration or transfer, the Company, any
other obligor in respect of this Note, the Trustee and any agent of the Company,
such other obligor or the Trustee may treat the Person 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 Company, any other obligor upon this Note, the Trustee
nor any such agent shall be affected by notice to the contrary.
No
director, officer, employee, incorporator, equity holder, member or stockholder,
as such, of the Company, any Guarantor or any Subsidiary of any thereof shall
have any liability for any obligation of the Company or any Guarantor under the
Indenture, the Notes or any Guarantee, or for any claim based on, in respect of,
or by reason of, any such obligation or its creation. Each Holder, by
accepting this Note, hereby waives and releases all such
liability. The waiver and release are part of the consideration for
issuance of the Notes.
THE
INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY
OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE
HOLDERS, AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR
STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES OR
THE GUARANTEES.
10
GUARANTEE
For value
received, the undersigned hereby unconditionally guarantees, as principal
obligor and not only as a surety, to the Holder of this Note the cash payments
in United States dollars of principal of, premium, if any, and interest on this
Note (and including Additional Interest payable thereon) in the amounts and at
the times when due and interest on the overdue principal, premium, if any, and
interest, if any, of this Note, if lawful, and the payment or performance of all
other Obligations of the Company under the Indenture (as defined below) or the
Note, to the Holder of this Note and the Trustee, all in accordance with and
subject to the terms and limitations of this Note, Article XIII of the Indenture
and this Guarantee. This Guarantee will become effective in accordance with
Article XIII of the Indenture and its terms shall be evidenced therein. The
validity and enforceability of this Guarantee shall not be affected by the fact
that it is not affixed to any particular Note.
Capitalized
terms used but not defined herein shall have the meanings ascribed to them in
the Indenture, dated as of March 10, 2010, among Avis Budget Car Rental, LLC, a
Delaware limited liability company, and Avis Budget Finance, Inc., a Delaware
corporation (together, “the Company”), the Guarantors from time to time parties
thereto and The Bank of Nova Scotia Trust Company of New York, as
Trustee.
THIS
GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK. EACH GUARANTOR HEREBY AGREES TO SUBMIT TO THE
JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH
OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS GUARANTEE.
This
Guarantee is subject to release upon the terms set forth in the
Indenture.
11
AVIS
BUDGET GROUP, INC.
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By
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Name: Rochelle
Tarlowe
Title: Vice
President and Treasurer
|
AVIS
BUDGET HOLDINGS, LLC
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||
By
|
|
|
Name: Rochelle
Tarlowe
Title: Vice
President and Treasurer
|
AB
CAR RENTAL SERVICES, INC.
ARACS
LLC
AVIS
ASIA AND PACIFIC, LIMITED
AVIS
CAR RENTAL GROUP, LLC
AVIS
CARIBBEAN, LIMITED
AVIS
ENTERPRISES, INC.
AVIS
GROUP HOLDINGS, LLC
AVIS
INTERNATIONAL, LTD.
AVIS
OPERATIONS, LLC
AVIS
RENT A CAR SYSTEM, LLC
PF
CLAIMS MANAGEMENT, LTD.
PR
HOLDCO, INC.
WIZARD
CO., INC.
WIZARD
SERVICES, INC.
|
||
By
|
|
|
Name: Rochelle
Tarlowe
Title: Vice
President and Treasurer
|
12
BGI
LEASING, INC.
BUDGET
RENT A CAR SYSTEM, INC.
BUDGET
TRUCK RENTAL LLC
RUNABOUT,
LLC
|
||
By
|
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Name: David
B. Wyshner
Title: Executive
Vice President, Chief Financial Officer and
Treasurer
|
13
[FORM
OF CERTIFICATE OF TRANSFER]
FOR VALUE
RECEIVED the undersigned Holder hereby sell(s), assign(s) and transfer(s)
unto
Insert
Taxpayer Identification No.
(Please
print or typewrite name and address including zip code of assignee)
the
within Note and all rights thereunder, hereby irrevocably constituting and
appointing
attorney
to transfer such Note on the books of the Company with full power of
substitution in the premises.
|
This
Note is being sold, assigned and transferred (check
one):
|
|
[ ]
(a)
|
to
the Company;
|
or
|
[ ]
(b)
|
to
a person whom the Holder reasonably believes is a qualified institutional
buyer within the meaning of Rule 144A under the Securities Act of 1933,
purchasing for its own account or for the account of a qualified
institutional buyer to whom notice is given that the resale, pledge or
other transfer is being made in reliance on Rule 144A under the Securities
Act of 1933;
|
or
|
[ ]
(c)
|
in
an offshore transaction in accordance with Regulation S under the
Securities Act of 1933;
|
or
|
[ ]
(d)
|
to
an institution that is an “accredited investor” as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of
1933 that is acquiring this Note for investment purposes and not for
distribution;
|
or
|
[ ]
(e)
|
pursuant
to any exemption from registration under the Securities Act of 1933
provided by Rule 144 (if applicable) under the Securities Act of
1933;
|
or
|
[ ]
(f)
|
pursuant
to an effective registration statement under the Securities Act of
1933;
|
or
14
|
[ ]
(g)
|
this
Note is being transferred other than in accordance with (a), (b) or (c)
above and documents are being furnished which comply with the conditions
of transfer set forth in this Note and the
Indenture.
|
If none
of the foregoing boxes is checked, the Trustee or other Note Registrar shall not
be obligated to register this Note in the name of any Person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 313 of the Indenture shall have
been satisfied.
Date: ________________
NOTICE:
The signature to this assignment must correspond with the name as written upon
the face of the within-mentioned instrument in every particular, without
alteration or any change whatsoever.
Signature
Guarantee: ________________
Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Note Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
15
TO BE
COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.
The
undersigned represents and warrants that it is purchasing this Note for its own
account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, as amended,
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from
registration provided by Rule 144A.
Dated: ________________
|
________________ |
NOTICE:
To be executed by an executive
officer
|
16
OPTION OF
HOLDER TO ELECT PURCHASE
If you
wish to have this Note purchased by the Company pursuant to Section 411 or 415
of the Indenture, check the box: [ ].
If you
wish to have a portion of this Note purchased by the Company pursuant to Section
411 or 415 of the Indenture, state the amount (in principal amount)
below:
$________________
Date: ________________
Your
Signature: ________________
(Sign
exactly as your name appears on the other side of this Note)
Signature
Guarantee: ________________
Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Note Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
17
SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL NOTE
The
following increases or decreases in this Global Note have been
made:
Date
of Exchange
|
Amount
of decreases in Principal Amount of this Global Note
|
Amount
of increases in Principal Amount of this Global Note
|
Principal
amount of this Global Note following such decreases or
increases
|
Signature
of authorized officer of Trustee or Notes
Custodian
|
18