exv4w01



 







EXHIBIT 4.01




[FACE OF NOTE]



[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE
“DEPOSITARY”) (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.] 1



[IF THIS NOTE IS AN ORIGINAL ISSUE DISCOUNT NOTE, INSERT THE FOLLOWING LANGUAGE: FOR PURPOSES
OF SECTIONS 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT ON THIS NOTE IS % OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS [AND] THE YIELD TO MATURITY
IS %. [THE METHOD USED TO DETERMINE THE AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT
ACCRUAL PERIOD OF , 20 TO , 20 , IS % OF THE PRINCIPAL AMOUNT OF THIS NOTE.]]



[IF THIS NOTE IS SUBJECT TO THE CONTINGENT PAYMENT DEBT REGULATIONS, ALSO INSERT THE FOLLOWING
LANGUAGE: IN ADDITION, THIS NOTE IS SUBJECT TO UNITED STATES FEDERAL INCOME TAX REGULATIONS
GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS. FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE
UNITED STATES INTERNAL REVENUE CODE, THE ISSUE PRICE OF EACH NOTE IS $[     ] PER $1,000 OF
PRINCIPAL AMOUNT AND THE COMPARABLE YIELD IS [     ]%, COMPOUNDED SEMI-ANNUALLY (WHICH WILL BE
TREATED AS THE YIELD FOR UNITED STATES FEDERAL INCOME TAX PURPOSES). THE COMPANY AGREES TO PROVIDE
PROMPTLY TO THE HOLDER OF THIS NOTE, UPON WRITTEN REQUEST, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT,
ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE. ANY SUCH WRITTEN
REQUEST SHOULD BE SENT TO THE COMPANY AT THE FOLLOWING ADDRESS: [                                                           ].]






 




			
	1	 	This paragraph applies to global
Notes only.




 









 










	 	 	 	 	 
	REGISTERED

	 	CUSIP No.:
	 	PRINCIPAL AMOUNT:
	No. FXR-  
	 	 	 	 
	 

	 	 
	 	 





UNITED DOMINION REALTY TRUST, INC.




MEDIUM-TERM NOTE

(Fixed Rate)




	 	 	 	 	 
	ORIGINAL ISSUE DATE:

	 	INTEREST RATE: %
	 	STATED MATURITY DATE:
	 
	 	 	 	 
	INTEREST PAYMENT DATE(S)

	 	[ ] CHECK IF DISCOUNT NOTE	 	 
	[ ] ___and ___

	 	Issue Price: %	 	 
	[ ] Other:
	 	 	 	 
	 
	 	 	 	 
	INITIAL REDEMPTION

DATE:

	 	INITIAL REDEMPTION

PERCENTAGE: %
	 	ANNUAL REDEMPTION

PERCENTAGE

REDUCTION: %
	 
	 	 	 	 
	OPTIONAL REPAYMENT

DATE(S):
	 	 	 	 
	 
	 	 	 	 
	SPECIFIED CURRENCY:

	 	AUTHORIZED DENOMINATION:
	 	EXCHANGE RATE AGENT:
	[ ] U.S. dollars

[ ] Other:


	 	[ ] $1,000 and integral
multiples thereof

[ ] Other:
	 	 
	 
	 	 	 	 
	ADDENDUM ATTACHED

	 	DEFAULT INTEREST RATE:
	 	OTHER/ADDITIONAL PROVISIONS:
	[ ] Yes

[ ] No

	 	 	 	 






2









 





     UNITED DOMINION REALTY TRUST, INC., a Maryland corporation (the “Company”, which term
includes any successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to                                , or registered assigns, the
Principal Amount of                     , on the Stated Maturity Date specified above (or any
Redemption Date or Repayment Date, each as defined on the reverse hereof, or any earlier date of
acceleration of maturity) (each such date being hereinafter referred to as the “Maturity Date” with
respect to the principal repayable on such date) and to pay interest thereon (and on any overdue
principal, premium and/or interest to the extent legally enforceable) at the Interest Rate per
annum specified above, until the principal hereof is paid or duly made available for payment. The
Company will pay interest in arrears on each Interest Payment Date, if any, specified above (each,
an “Interest Payment Date”), commencing with the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Maturity Date; provided, however,
that if the Original Issue Date occurs between a Record Date (as defined below) and the next
succeeding Interest Payment Date, interest payment will commence on the Interest Payment Date
immediately following the next succeeding Record Date to the registered holder (the “Holder”) of
this Note on the next succeeding Record Date. Interest on this Note will be computed on the basis
of a 360-day year of twelve 30-day months.



     Interest on this Note will accrue from, and including, the immediately preceding Interest
Payment Date to which interest has been paid or duly provided for (or from, and including, the
Original Issue Date if no interest has been paid or duly provided for) to, but excluding, the
applicable Interest Payment Date or the Maturity Date, as the case may be (each, an “Interest
Period”). 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, as defined on the reverse hereof) is registered
at the close of business on the fifteenth calendar day (whether or not a Business Day, as defined
below) immediately preceding such Interest Payment Date (the “Record Date”); provided,
however, that interest payable on the Maturity Date will be payable to the person to whom
the principal hereof and premium, if any, hereon shall be payable. Any such interest not so
punctually paid or duly provided for on any Interest Payment Date other than the Maturity Date
(“Defaulted Interest”) shall forthwith cease to be payable to the Holder on the close of business
on any Record Date and, instead, shall be paid to the person in whose name this Note is registered
at the close of business on a special record date (the “Special Record Date”) for the payment of
such Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice whereof shall be
given to the Holder of this Note by the Trustee not less than 10 calendar days prior to such
Special Record Date or may be paid at any time in any other lawful manner, all as more fully
provided for in the Indenture.



     Payment of principal, premium, if any, and interest in respect of this Note due on the
Maturity Date will be made in immediately available funds upon presentation and surrender of this
Note (and, with respect to any applicable repayment of this Note, upon delivery of [a duly
completed election form]2 [instructions]3 as contemplated on the reverse
hereof) at the office or agency maintained by the Company for that purpose in the Borough of
Manhattan, The City of





 




			
	2	 	This text applies to certificated Notes only.
	 
	3	 	This text applies to global Notes only.




3









 









New York, currently the office of the Trustee located at 100 Wall Street, 16th
Floor, New York, New York 10005, or at such other paying agency in the Borough of Manhattan, The
City of New York, as the Company may determine; provided, however, that if the
Specified Currency (as defined below) is other than U.S. dollars and such payment is to be made in
the Specified Currency in accordance with the provisions set forth below, such payment will be made
by wire transfer of immediately available funds to an account with a bank designated by the Holder
hereof at least 15 calendar days prior to the Maturity Date, provided that such bank has
appropriate facilities therefor and that this Note is presented and surrendered and, if applicable,
[a duly completed repayment election form is]4 [instructions are]5 delivered
at the aforementioned office or agency maintained by the Company in time for the Trustee to make
such payment in such funds in accordance with its normal procedures. Payment of interest due on
any Interest Payment Date other than the Maturity Date will be made at the aforementioned office or
agency maintained by the Company or, at the option of the Company, by check mailed to the address
of the person entitled thereto as such address shall appear in the Security Register maintained by
the Trustee; provided, however, that a Holder of U.S.$10,000,000 (or, if the
Specified Currency is other than U.S. dollars, the equivalent thereof in the Specified Currency) or
more in aggregate principal amount of Notes (whether having identical or different terms and
provisions) will be entitled to receive interest payments on such Interest Payment Date by wire
transfer of immediately available funds if such Holder has delivered appropriate wire transfer
instructions in writing to the Trustee not less than 15 calendar days prior to such Interest
Payment Date. Any such wire transfer instructions received by the Trustee shall remain in effect
until revoked by such Holder.




     If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day,
the required payment of principal, premium, if any, and/or interest shall be made on the next
succeeding Business Day with the same force and effect as if made on the date such payment was due,
and no interest shall accrue with respect to such payment for the period from and after such
Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the
next succeeding Business Day.



     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,
regulation or executive order to close in The City of New York; provided, however,
that if the Specified Currency is other than U.S. dollars, such day must also not be a day on which
banking institutions are authorized or required by law, regulation or executive order to close in
the Principal Financial Center (as defined below) of the country issuing the Specified Currency
(or, if the Specified Currency is Euro, such day must also be a day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open). “Principal
Financial Center” means the capital city of the country issuing the Specified Currency, except that
with respect to U.S. dollars, Australian dollars, Canadian dollars, Euros, South African rand and
Swiss francs, the “Principal Financial Center” shall be The City of New York, Sydney, Toronto,
Johannesburg and Zurich, respectively.





 




			
	4	 	This text applies to certificated Note only.
	 
	5	 	This text applies to global Notes only.




4









 










     The Company is obligated to make payment of principal, premium, if any, and interest in
respect of this Note in the currency in which this Note is denominated above (or, if such currency
is not at the time of such payment legal tender for the payment of public and private debts in the
country issuing such currency or, if such currency is Euro, in the member states of the European
Union that have adopted the single currency in accordance with the Treaty establishing the European
Community, as amended by the Treaty on European Union, then the currency which is at the time of
such payment legal tender in the related country or in the adopting member states of the European
Union, as the case may be) (the “Specified Currency”). If the Specified Currency is other than
U.S. dollars, except as otherwise provided below, any such amounts so payable by the Company will
be converted by the Exchange Rate Agent specified above into U.S. dollars for payment to the Holder
of this Note.



     Any U.S. dollar amount to be received by the Holder of this Note will be based on the highest
bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00
A.M., New York City time, on the second Business Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by
the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the
Specified Currency for U.S. dollars for settlement on such payment date in the aggregate amount of
the Specified Currency payable to all Holders of Notes scheduled to receive U.S. dollar payments
and at which the applicable dealer commits to execute a contract. All currency exchange costs will
be borne by the Holder of this Note by deductions from such payments. If three such bid quotations
are not available, payments on this Note will be made in the Specified Currency.



     If the Specified Currency is other than U.S. dollars, the Holder of this Note may elect to
receive all or a specified portion of any payment of principal, premium, if any, and/or interest,
if any, in respect of this Note in the Specified Currency by submitting a written request for such
payment to the Trustee at its corporate trust office in The City of New York on or prior to the
applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be.
Such written request may be mailed or hand delivered or sent by cable, telex or other form of
facsimile transmission. If the Specified Currency is other than U.S. dollars, the Holder of this
Note may elect to receive all or a specified portion of all future payments in the Specified
Currency in respect of such principal, premium, if any, and/or interest, if any, and need not file
a separate election for each payment. Such election will remain in effect until revoked by written
notice delivered to the Trustee, but written notice of any such revocation must be received by the
Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be.



     If the Specified Currency is other than U.S. dollars and the Holder of this Note shall have
duly made an election to receive all or a specified portion of any payment of principal, premium,
if any, and/or interest, if any, in respect of this Note in the Specified Currency, but the
Specified Currency is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of this Note by making such payment in U.S. dollars on the basis of the
Market Exchange Rate (as defined below) determined by the Exchange Rate Agent on the second
Business Day prior to such payment date or, if such Market Exchange Rate is not then available, on
the basis of the most recently available Market Exchange Rate. The “Market Exchange Rate” for the
Specified Currency other than U.S. dollars means the noon dollar buying rate in The City of New



5









 







York for cable transfers for the Specified Currency as certified for customs purposes (or, if
not so certified, as otherwise determined) by the Federal Reserve Bank of New York. Any payment
made in U.S. dollars under such circumstances shall not constitute an Event of Default (as defined
in the Indenture).



     All determinations referred to above made by the Exchange Rate Agent shall be at its sole
discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding
on the Holder of this Note.



     The Company agrees to indemnify the Holder of any Note against any loss incurred by such
Holder as a result of any judgment or order being given or made against the Company for any amount
due hereunder and such judgment or order requiring payment in a currency (the “Judgment Currency”)
other than the Specified Currency, and as a result of any variation between (i) the rate of
exchange at which the Specified Currency amount is converted into the Judgment Currency for the
purpose of such judgment or order, and (ii) the rate of exchange at which such Holder, on the date
of payment of such judgment or order, is able to purchase the Specified Currency with the amount of
the Judgment Currency actually received by such Holder, as the case may be. The foregoing
indemnity constitutes a separate and independent obligation of the Company and continues in full
force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of
exchange” includes any premiums and costs of exchange payable in connection with the purchase of,
or conversion into, the relevant currency.



     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof and, if so specified on the face hereof, in an Addendum hereto, which further provisions
shall have the same force and effect as if set forth on the face hereof.



     Notwithstanding the foregoing, if an Addendum is attached hereto or “Other/Additional
Provisions” apply to this Note as specified above, this Note shall be subject to the terms set
forth in such Addendum or such “Other/Additional Provisions”.



     Unless the Certificate of Authentication hereon has been executed by the Trustee by manual
signature, this Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.



6









 





     IN WITNESS WHEREOF, United Dominion Realty Trust, Inc. has caused this Note to be duly
executed by one of its duly authorized officers.



	 	 	 	 	 	 	 
	 	 	UNITED DOMINION REALTY TRUST, INC., a 
Maryland corporation
	 
	 	 	 	 	 	 
	 

	 	 	 	By	 	 
	 

	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:






ATTEST:




	 	 	 
	By
	 	 
	 

	 	 
	 

	 	   Name:
	 

	 	   Title:






Dated:




TRUSTEE’S CERTIFICATE OF AUTHENTICATION:




This is one of the Debt Securities of

the series designated therein referred

to in the within-mentioned Indenture.




U.S. BANK NATIONAL ASSOCIATION,

successor trustee to Wachovia Bank, National

Association (formerly known as First Union

National Bank of Virginia), as Trustee




	 	 	 
	By
	 	 
	 

	 	 
	 

	 	Authorized Signatory






7









 






[REVERSE OF NOTE]




UNITED DOMINION REALTY TRUST, INC.




MEDIUM-TERM NOTE

(Fixed Rate)




     This Note is one of a duly authorized series of Debt Securities (the “Debt Securities”) of the
Company issued and to be issued under an Indenture, dated as of November 1, 1995, as amended,
modified or supplemented from time to time (the “Indenture”), between the Company (successor by
merger to United Dominion Realty Trust, Inc., a Virginia corporation) and U.S. Bank National
Association, successor trustee to Wachovia Bank, National Association (formerly known as First
Union National Bank of Virginia), as trustee (the “Trustee”, which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of
the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This
Note is one of the series of Debt Securities designated as “Medium-Term Notes Due Nine Months or
More From Date of Issue” (the “Notes”). All terms used but not defined in this Note or in an
Addendum hereto shall have the meanings assigned to such terms in the Indenture or on the face
hereof, as the case may be.



     This Note is issuable only in registered form without coupons in minimum denominations of U.S.
$1,000 and integral multiples thereof or other Authorized Denomination specified on the face
hereof.



     This Note will not be subject to any sinking fund and, unless otherwise specified on the face
hereof in accordance with the provisions of the following two paragraphs, will not be redeemable or
repayable prior to the Stated Maturity Date.



     This Note will be subject to redemption at the option of the Company on any date on or after
the Initial Redemption Date, if any, specified on the face hereof, in whole or from time to time in
part in increments of U.S. $1,000 or other integral multiple of an Authorized Denomination
(provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such other
minimum Authorized Denomination), at the Redemption Price (as defined below), together with unpaid
interest accrued thereon to the date fixed for redemption (the “Redemption Date”), on written
notice given to the Holder hereof (in accordance with the provisions of the Indenture) not more
than 60 nor less than 30 calendar days prior to the Redemption Date. The “Redemption Price” shall
be an amount equal to the Initial Redemption Percentage specified on the face hereof (as adjusted
by the Annual Redemption Percentage Reduction, if any, specified on the face hereof) multiplied by
the unpaid principal amount of this Note to be redeemed. The Initial Redemption Percentage, if
any, shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, until the Redemption Price is 100% of unpaid principal amount to be
redeemed. In the event of redemption of this Note in part only, a new Note of like tenor for the
unredeemed portion hereof and otherwise having the same terms and provisions as this Note shall be
issued by the Company in the name of the Holder hereof upon the presentation and surrender hereof.



8









 





     This Note will be subject to repayment by the Company at the option of the Holder hereof on
the Optional Repayment Date(s), if any, specified on the face hereof, in whole or from time to time
in part in increments of U.S. $1,000 or other integral multiple of an Authorized Denomination
(provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such other
minimum Authorized Denomination), at a repayment price equal to 100% of the unpaid principal amount
to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (the
“Repayment Date”). For this Note to be repaid, the Trustee must receive at its corporate trust
office in the Borough of Manhattan, The City of New York, not more than 60 nor less than 30
calendar days prior to the Repayment Date, such Note and [the form hereon entitled “Option to Elect
Repayment” duly completed]6 [instructions to such effect forwarded by the Holder
hereof].7 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 of like tenor for the unrepaid
portion hereof and otherwise having the same terms and provisions as this Note shall be issued by
the Company in the name of the Holder hereof upon the presentation and surrender hereof.



     If this Note is specified on the face hereof to be a Discount Note, the amount payable to the
Holder of this Note in the event of redemption, repayment or acceleration of maturity will be equal
to the sum of (1) the Issue Price specified on the face hereof (increased by any accruals of the
Discount, as defined below) and, in the event of any redemption of this Note (if applicable),
multiplied by the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage
Reduction, if applicable) and (2) any unpaid interest accrued thereon to the Redemption Date,
Repayment Date or date of acceleration of maturity, as the case may be. The difference between the
Issue Price and 100% of the principal amount of this Note is referred to herein as the “Discount”.



     For purposes of determining the amount of Discount that has accrued as of any Redemption Date,
Repayment Date or date of acceleration of maturity of this Note, such Discount will be accrued so
as to cause the yield on the Note to be constant. The constant yield will be calculated using a
30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment Dates (with ratable
accruals within a compounding period) and an assumption that the maturity of this Note will not be
accelerated. If the period from the Original Issue Date to the initial Interest Payment Date (the
“Initial Period”) is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial Period is longer than
the compounding period, then such period will be divided into a regular compounding period and a
short period, with the short period being treated as provided in the preceding sentence.



     The Company is required to maintain Total Unencumbered Assets (as defined below) of not less
than 150% of the aggregate outstanding principal amount of the Company’s Unsecured Debt (as defined
below). For purposes of this requirement, the following capitalized terms shall be defined as
follows:





 




			
	6	 	This text applies to certificated Notes only.
	 
	7	 	This text applies to global Notes only.




9









 










     “Total Unencumbered Assets” means the sum of (i) those Undepreciated Real Estate Assets (as
defined below) not subject to an encumbrance and (ii) all other assets of the Company and its
Subsidiaries (as defined below) not subject to encumbrance determined in accordance with generally
accepted accounting principles (but excluding accounts receivable and intangibles).



     “Subsidiaries” or “Subsidiary” means a corporation, a limited liability company or a
partnership a majority of the outstanding voting stock, limited liability company or partnership
interests, as the case may be, of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries of the Company. For purposes of this definition, “voting stock” means
stock having voting power for the election of directors, managing members or trustees, whether at
all times or only so long as no senior class of stock has such voting power by reason of any
contingency.



     “Undepreciated Real Estate Assets” as of any date means the original cost plus capital
improvements of real estate assets of the Company and its Subsidiaries determined in accordance
with generally accepted accounting principles.



     “Unsecured Debt” means debt of the Company or any Subsidiary that is not secured by any
mortgage, lien, charge, pledge or security interest of any kind upon any of their properties.



     If an Event of Default shall occur and be continuing, the principal of the Notes may, and in
certain cases shall, be accelerated in the manner and with the effect provided in the Indenture.



     [The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Notes
or (ii) certain covenants and Events of Default with respect to the Notes, in each case upon
compliance with certain conditions set forth therein, which provisions apply to the
Notes.]8



     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
Debt Securities at any time by the Company and the Trustee pursuant to a board resolution with the
consent of the Holders of a majority of the aggregate principal amount of all Debt Securities at
the time outstanding and affected thereby. The Indenture also contains provisions permitting the
Holders of a majority of the aggregate principal amount of the outstanding Debt Securities of any
series, on behalf of the Holders of all such Debt Securities, to waive compliance by the Company
with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the
Holders of a majority of the aggregate principal amount of the outstanding Debt Securities of any
series, in certain instances, to waive, on behalf of all of the Holders of Debt Securities of such
series, certain past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and other Notes issued upon the registration of transfer hereof or in
exchange heretofore or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Note.





 




			
	8	 	Reference should be made to the terms of the
particular series of Notes as to whether or not this paragraph applies.




10









 










     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay
principal, premium, if any, and interest in respect of this Note at the times, places and rate or
formula, and in the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein [and
herein]9 set forth, the transfer of this Note is registrable in the Security Register of
the Company upon surrender of this Note for registration of transfer at the office or agency of the
Company in any place where the principal hereof and any premium or interest hereon are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or by his attorney duly
authorized in writing, and thereupon one or more new Notes having the same terms and provisions, of
Authorized Denominations and for the same aggregate principal amount, will be issued by the Company
to the designated transferee or transferees.



     As provided in the Indenture and subject to certain limitations therein [and
herein]10 set forth, this Note is exchangeable for a like aggregate principal amount of
Notes of different Authorized Denominations but otherwise having the identical terms and
provisions, as requested by the Holder hereof surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary, except as required by law.



     THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE COMMONWEALTH OF VIRGINIA.





 




			
	9	 	This text applies to global Notes only.
	 
	10	 	This text applies to global Notes only.




11









 










ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this Note, shall be
construed as though they were written out in full according to applicable laws or regulations:



	 	 	 	 	 	 	 	 	 	 	 
	TEN COM	 	-	 	as tenants in common	 	UNIF GIFT MIN ACT	 	-                            Custodian                           
	TEN ENT

	 	-
	 	as tenants by the entireties
	 	 	 	           (Cust)
	 	           (Minor)
	JT TEN	 	-	 	as joint tenants with right
of survivorship and not as
tenants in common	 	 	 	under Uniform Gifts to 
Minors Act                                                       
(State)







Additional abbreviations may also be used though not in the above list.



 




ASSIGNMENT




     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



	 	 	 
	PLEASE INSERT SOCIAL SECURITY OR	 	 
	OTHER	 	 
	IDENTIFYING NUMBER OF ASSIGNEE 	 	 
	 	 	 
	 
	 	 
	 




 




(Please print or typewrite name and address including postal zip code of assignee)



 




this Note and all rights thereunder hereby irrevocably constituting and appointing



 




Attorney to transfer this Note on the books of the Company, with full power of substitution in the
premises.




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Notice: The signature(s) on this Assignment must correspond with
the name(s) as written upon the face of this Note in every
particular, without alteration or enlargement or any change
whatsoever.






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[OPTION TO ELECT REPAYMENT




     The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note
(or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal
amount to be repaid, together with unpaid interest accrued hereon to the Repayment Date, to the
undersigned, at                                                                                                                                                                                                                                                                                                                 .


(Please print or typewrite name and address of the undersigned)




     For this Note to be repaid, the Trustee must receive at its office in the Borough of
Manhattan, The City of New York, currently located at 100 Wall Street, 16th Floor, New
York, New York 10005, not more than 60 nor less than 30 calendar days prior to the Repayment Date,
this Note with this “Option to Elect Repayment” form duly completed.



     If less than the entire principal amount of this Note is to be repaid, specify the portion
hereof (which shall be increments of U.S. $1,000 or other integral multiple of an Authorized
Denomination) (provided that any remaining principal amount shall be at least U.S. $1,000 or such
other minimum Authorized Denomination) which the Holder elects to have repaid and specify the
denomination or denominations (which shall be U.S. $1,000 or such other minimum Authorized
Denomination) of the Notes to be issued to the Holder for the portion of this Note not being repaid
(in the absence of any such specification, one such Note will be issued for the portion not being
repaid).



	 	 	 	 	 
	Name:  


	 	 	 	 
	Capacity:  


	 	 	 	 
	Address:  


	 	 	 	 
	Telephone No.:  


	 	 	 	 
	Tax Identification

  or Social Security No.:  


	 	 	 	 
	 
	 	 	 	 
	Principal Amount

to be Repaid: $  


	 	 	 	 
	 

	 	 	 	 
	Date:  



	 	 	 	Notice: The signature(s) on
this Option to Elect Repayment
must correspond with the name(s) as
written upon the face of this Note in
every particular, without alteration
or enlargement or any change
whatsoever.]11
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Medallion Signature Guarantee








 




			
	11	 	This form applies to certificated Notes only.






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