Exhibit 4(e)
[FORM OF FLOATING-RATE MEDIUM TERM NOTE]
[FRONT]
REGISTERED REGISTERED
No.[ FLR]
[CUSIP]
BALTIMORE GAS AND ELECTRIC COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
MEDIUM-TERM NOTE, SERIES E
(FLOATING RATE)
[If this Note is registered in the name of The Depository Trust
Company (the "Depositary") (55 Water Street, New York, New York)
or its nominee, 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
unless and until this Note is exchanged in whole or in part for
Notes in definitive form. Unless this certificate is presented
by an authorized representative of the Depositary to the Company
or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede &
Co. or such other name as requested by an authorized
representative of the 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.]
_________________________________________________________________
PRINCIPAL AMOUNT: _____________________
INITIAL INTEREST RATE: ______________________
STATED MATURITY: ______________________
INDEX MATURITY: ______________________
SPREAD: ______________________
ORIGINAL ISSUE DATE: ______________________
SPREAD MULTIPLIER: ______________________ %
ISSUE PRICE: ______________________
MAXIMUM INTEREST RATE: ______________________ %
MINIMUM INTEREST RATE: ______________________ %
CALCULATION AGENT: ______________________
INTEREST PAYMENT DATES:
(Monthly, Quarterly,
Semi-Annually
or Annually) ______________________
INTEREST RESET DATES:
(Daily, Weekly, Monthly,
Quarterly, Semi-Annually
or Annually) ______________________
INTEREST DETERMINATION
DATES: ______________________
CALCULATION DATES: ______________________
INTEREST RATE BASIS (Check One):
_____ CD Rate
_____ Commercial Paper Rate
_____ LIBOR ( _____ Reuters _____ Telerate)
_____ Treasury Rate
_____ Federal Funds Effective Rate
_____ Prime Rate
_____ CMT Rate ( _____ Telerate 7055)
( _____ Telerate 7052)
REDEEMABLE
AT THE OPTION OF THE REDEMPTION PRICES
COMPANY ON OR AFTER (% OF PRINCIPAL AMOUNT)
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
SUBJECT TO REPURCHASE
AT THE OPTION REPURCHASE PRICES
OF THE HOLDER ON (% OF PRINCIPAL AMOUNT)
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
[Remarketing provisions, if any, to be included here]
_________________________________________________________________
Baltimore Gas and Electric Company, a Maryland
corporation (herein called the "Company" which term includes any
successor corporation under the Indenture, as hereinafter
defined), for value received, promises to pay to Cede & Co. or
its registered assigns, the principal sum of
_________________________________________________________ DOLLARS
on the Stated Maturity shown above and to pay interest on said
principal sum from the Original Issue Date shown above if
interest has not been paid on this Note or from the most recent
Interest Payment Date for which interest has been paid or duly
provided for until Stated Maturity or, if applicable, upon
redemption or repurchase at the rate per annum determined in
accordance with the provisions on the reverse hereof, depending
on the Interest Rate Basis and the Spread and/or Spread
Multiplier, as the case may be, specified above. Interest will
be payable on each Interest Payment Date and at Stated Maturity
or upon redemption or repurchase. Each payment of interest
payable at Stated Maturity or, if applicable, upon redemption or
repurchase shall include interest to, but excluding the date of
Stated Maturity or redemption or repurchase. In the event this
Note is issued between a Record Date (the date 15 calendar days
prior to each Interest Payment Date whether or not such day shall
be a Business Day) and an Interest Payment Date or on an Interest
Payment Date, the first day that interest shall be payable will
be on the Interest Payment Date following the next succeeding
Record Date. In the event of a default in the payment of
interest, interest will be payable as provided in that certain
Indenture dated as of July 1, 1985, as supplemented by the
Supplemental Indentures dated as of October 1, 1987, and January
26, 1993, respectively (the "Indenture"), by and between the
Company and The Bank of New York (successor to Mercantile-Safe
Deposit and Trust Company), a corporation duly organized and
existing under the laws of the State of New York, as Trustee
(herein called the "Trustee," which term includes any successor
Trustee under the Indenture).
Pursuant to the provisions of the Indenture, the Company
will maintain an agency at ________________________ in The City
of New York, New York (the "Bank"), or at such other agencies as
may from time to time be designated, where the Notes may be
presented for payment, for registration of transfer and exchange,
and where notices or demands to, or upon, the Company may be
served.
The interest so payable on the dates specified above
will, subject to certain exceptions provided in the Indenture, be
paid to the person in whose name this Note is registered at the
close of business on the Record Date for such Interest Payment
Date, which shall be the date 15 calendar days prior to each
Interest Payment Date whether or not such day shall be a Business
Day; provided, however, that interest payable at Stated Maturity
or, if applicable, upon redemption or repurchase, shall be
payable to the person to whom principal shall be payable.
Payment of the principal of and interest on this Note will be
made at the Bank in U.S. dollars; provided, however, that
payments of interest (other than any interest payable at Stated
Maturity or upon redemption or repurchase) may be made at the
option of the Company (i) by checks mailed to the addresses of
3
the persons entitled thereto as such addresses shall appear in
the register of the Notes or (ii) by wire transfer to persons who
are holders of record at such other addresses that have been
filed with the Bank on or prior to the Record Date.
Payment of the principal, premium, if any, and interest
payable at Stated Maturity, or, if applicable, upon redemption or
repurchase, on this Note will be made in immediately available
funds at the request of the holder provided that this Note is
presented to the Bank in time for the Bank to make such payments
in such funds in accordance with its normal procedures.
Reference is made to the further provisions of this Note
set forth on the reverse hereof, which shall have the same effect
as though fully set forth at this place.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee or a duly designated
authentication agent by manual signature, this Note shall not be
entitled to any benefit under said Indenture, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, Baltimore Gas and Electric Company
has caused this instrument to be executed in its corporate name
with the manual or facsimile signature of its President or a Vice
President and a facsimile of its corporate seal to be imprinted
hereon, attested by the manual or facsimile signature of its
Secretary or an Assistant Secretary.
Dated:
BALTIMORE GAS AND ELECTRIC COMPANY
By: ____________________
President
ATTEST:
____________________ [SEAL]
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated herein issued under
the Indenture described herein.
____________________
By: ____________________
Authorized Signatory
4
[FORM OF FLOATING-RATE MEDIUM-TERM NOTE]
(REVERSE)
BALTIMORE GAS AND ELECTRIC COMPANY
MEDIUM-TERM NOTE, SERIES E
(FLOATING RATE NOTE)
This Note is one of a duly authorized issue of debt
securities (the "Securities") of the Company, of a series
designated as its Medium-Term Notes, Series E (herein called the
"Notes"), limited (except as otherwise provided in the Indenture)
in aggregate principal amount to $200,000,000, issued and to be
issued under the Indenture, to which Indenture and all relevant
indentures supplemental thereto reference is hereby made for a
statement of the respective rights, obligations, duties and
immunities thereunder of the Company, the Trustee, the Bank and
the Securityholder and the terms upon which the Notes are, and
are to be, authenticated and delivered. The Securities, of which
the Notes constitute a series, may be issued in one or more
series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear
interest at different rates, may be subject to different
covenants and Events of Default and may otherwise vary as in the
Indenture provided. All capitalized terms not otherwise defined
herein shall have the definitions assigned to them in the
Indenture.
Commencing with the applicable Interest Reset Date first
following the Original Issue Date specified on the face hereof,
the rate at which interest on this Note is payable shall be reset
daily, weekly, monthly, quarterly, semi-annually or annually as
shown on the face hereof. The interest rate per annum for each
interest reset period shall be calculated on the applicable
Interest Determination Date specified on the face hereof and
shall be the Interest Rate Basis specified on the face hereof,
determined in accordance with the provisions of the applicable
heading below, adjusted by adding or subtracting a Spread and/or
multiplying by a Spread Multiplier, as the case may be, specified
on the face hereof; provided, however, that (i) the interest
rate in effect from the Original Issue Date to the first Interest
Reset Date with respect to this Note will be the Initial Interest
Rate specified on the face hereof and (ii) the interest rate in
effect for the ten days immediately prior to the Stated Maturity
or redemption or repurchase will be that in effect on the tenth
day preceding such Stated Maturity or redemption or repurchase.
Each such adjusted rate shall be applicable on and after the
Interest Reset Date to which it relates, to, but not including,
the next succeeding Interest Reset Date or until the Stated
Maturity, or the date of redemption or repurchase, as the case
may be. If any Interest Reset Date would otherwise be a day that
is not a Business Day, such Interest Reset Date shall be
postponed to the next succeeding day that is a Business Day (as
defined below), except that if the Interest Rate Basis specified
on the face hereof is LIBOR, and if such Business Day is in the
next succeeding calendar month, such Interest Reset Date shall be
the immediately preceding Business Day. Subject to provisions of
applicable law and except as specified herein, on each Interest
Reset Date the rate of interest on this Note shall be the rate
5
determined in accordance with the provisions of the applicable
heading below.
All percentages resulting from any calculation on this Note
will be rounded, if necessary, to the nearest one hundred-
thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward (e.g., 9.876545% (or .09876545)
would be rounded to 9.87655% (or .0987655)), and all dollar
amounts used in or resulting from such calculation will be
rounded to the nearest cent with one-half cent being rounded
upward.
DETERMINATION OF CD RATE.
If the Interest Rate Basis on this Note is the CD Rate, the
CD Rate with respect to this Note shall equal the rate on each
Interest Determination Date designated on the face hereof for
negotiable certificates of deposit having the Index Maturity
designated on the face hereof as published in H.15(519) under the
heading "CDs (Secondary Market)." In the event that such rate is
not published prior to 9:00 A.M., New York City time, on the
Calculation Date designated on the face hereof pertaining to such
Interest Determination Date, then the CD Rate will be the rate on
such Interest Determination Date for negotiable certificates of
deposit having the Index Maturity as published in Composite
Quotations under the heading "Certificates of Deposit." If such
rate was neither published in H.15(519) by 9:00 A.M., New York
City time, on such Calculation Date nor in Composite Quotations
by 3:00 P.M., New York City time, on such date, the CD Rate for
that CD Interest Determination Date shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the
secondary market offered rates, as of 10:00 A.M., New York City
time, on that Interest Determination Date, of three leading
nonbank dealers of negotiable U.S. dollar certificates of deposit
in The City of New York selected by the Calculation Agent for
negotiable certificates of deposit of major United States money
market banks with a remaining maturity closest to the Index
Maturity in a denomination of $5,000,000; provided, however, that
if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the
rate of interest in effect for the applicable period will be the
same as the CD Rate as adjusted for the Spread and/or Spread
Multiplier, as the case may be, for the immediately preceding
interest reset period.
The CD Rate determined with respect to any Interest
Determination Date will become effective on and as of the
applicable Interest Reset Date specified on the face hereof;
provided, however, that (i) the interest rate in effect for the
period from the Original Issue Date to first Interest Reset Date
will be the Initial Interest Rate specified on the face hereof,
and (ii) the interest rate in effect for the ten days immediately
preceding the Stated Maturity or redemption will be that in
effect on the tenth day preceding such Stated Maturity or
redemption.
DETERMINATION OF COMMERCIAL PAPER RATE.
If the Interest Rate Basis on this Note is the Commercial
Paper Rate, the Commercial Paper Rate with respect to this Note
shall equal the Money Market Yield (calculated as described
6
below) of the rate on each Interest Determination Date designated
on the face hereof for commercial paper having the Index Maturity
designated on the face hereof as published in H.15(519) under the
heading "Commercial Paper." In the event that such rate is not
published prior to 9:00 A.M., New York City time, on the
Calculation Date designated on the face hereof pertaining to such
Interest Determination Date, then the Commercial Paper Rate will
be the Money Market Yield of the rate on such Interest
Determination Date for commercial paper having the Index Maturity
as published in Composite Quotations under the heading
"Commercial Paper." If such rate was neither published in
H.15(519) by 9:00 A.M., New York City time, on such Calculation
Date nor in Composite Quotations by 3:00 P.M., New York City
time, on such date, the Commercial Paper Rate for that Interest
Determination Date will be calculated by the Calculation Agent
and will be the Money Market Yield of the arithmetic mean of the
offered rates, as of 11:00 A.M., New York City time, on that
Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the
Calculation Agent for commercial paper having the Index Maturity
designated on the face hereof placed for an industrial issuer
whose bond rating is "AA," or the equivalent, from a nationally
recognized rating agency; provided, however, that if fewer than
three dealers selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the rate of interest in
effect for the applicable period will be the same as the
Commercial Paper Rate as adjusted for the Spread and/or Spread
Multiplier, as the case may be, for the immediately preceding
interest reset period.
"Money Market Yield" shall be a yield (expressed as a
percentage rounded upwards, if necessary, to the next higher one-
hundred thousandth of a percentage point) calculated in
accordance with the following formula:
Money Market Yield = D x 360
-------------- x 100
360 - (D x M)
where "D" refers to the per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal; and
"M" refers to the actual number of days in the period for which
interest is being calculated.
The Commercial Paper Rate determined with respect to any
Interest Determination Date will become effective on and as of
the applicable Interest Reset Date specified on the face hereof;
provided, however, that (i) the interest rate in effect for the
period from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate specified on the face
hereof; and (ii) the interest rate in effect for the ten days
immediately preceding the Stated Maturity or redemption will be
that in effect on the tenth day preceding such Stated Maturity or
redemption.
DETERMINATION OF LIBOR.
7
If the Interest Rate Basis on this Note is LIBOR, LIBOR with
respect to this Note will be determined by the Calculation Agent
in accordance with the following provisions:
(a) With respect to any Interest Determination Date, LIBOR
will be determined by either (i) the arithmetic mean of the
offered rates for deposits in U.S. dollars having the Index
Maturity designated on the face hereof, commencing on the second
Business Day immediately following such Interest Determination
Date, which appear on the Reuters Screen LIBO Page as of 11:00
A.M., London time, on that Interest Determination Date, if at
least two such offered rates appear on the Reuters Screen LIBO
Page, or (ii) the rate for deposits in U.S. dollars having the
Index Maturity designated on the face hereof, commencing on the
second Business Day immediately following such Interest
Determination Date, that appears on the Telerate Page 3750 as of
11:00 a.m., London time, on such Interest Determination Date. If
neither Reuters Screen LIBO Page nor Telerate Page 3750 is
specified on the face hereof, LIBOR will be determined as if
Telerate Page 3750 had been specified.
(b) With respect to an Interest Determination Date on which
fewer than two offered rates appear on the Reuters Screen LIBO
Page or no rate appears on Telerate Page 3750 for the applicable
Index Maturity as described in (a) above, LIBOR will be
determined on the basis of the rates at approximately 11:00 A.M.,
London time, on such Interest Determination Date at which
deposits in U.S. dollars having the Index Maturity designated on
the face hereof are offered to prime banks in the London
interbank market by four major banks in the London interbank
market selected by the Calculation Agent commencing on the second
Business Day immediately following such Interest Determination
Date and in a principal amount not less than $1,000,000 that in
the Calculation Agent's judgment is representative for a single
transaction in such market at such time (a "Representative
Amount"). The Calculation Agent will request the principal
London office of each of such banks to provide a quotation of its
rate. If at least two such quotations are provided, LIBOR for
such Interest Determination Date will be the arithmetic mean of
such quotations. If fewer than two quotations are provided,
LIBOR for such Interest Determination Date will be the arithmetic
mean of the rates quoted at approximately 11:00 A.M., New York
City time, on such Interest Determination Date by three major
banks in The City of New York, selected by the Calculation Agent,
for loans in U.S. dollars to leading European banks having the
specified Index Maturity commencing on the second Business Day
immediately following such Interest Determination Date and in a
Representative Amount; provided, however, that if fewer than
three banks selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the rate of interest in
effect for the applicable period will be the same as LIBOR as
adjusted for the Spread and/or Spread Multiplier, as the case may
be, for the immediately preceding interest reset period.
LIBOR determined with respect to any Interest Determination
Date will become effective on and as of the applicable Interest
Reset Date specified on the face hereof; provided, however, that
(i) the interest rate in effect for the period from the Original
Issue Date to the first Interest Reset Date will be the Initial
Interest Rate specified on the face hereof and (ii) the interest
rate in effect for the ten days immediately preceding the Stated
8
Maturity or redemption will be that in effect on the tenth day
preceding such Stated Maturity or redemption.
DETERMINATION OF FEDERAL FUNDS EFFECTIVE RATE.
If the Interest Rate Basis on this Note is the Federal Funds
Effective Rate, the Federal Funds Effective Rate with respect to
this Note shall equal with respect to each Interest Determination
Date designated on the face hereof the rate on such date for
Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)" or, if not so published prior to
11:00 A.M., New York City time, on the Calculation Date
designated on the face hereof pertaining to such Interest
Determination Date, then the Federal Funds Effective Rate will be
the rate on such Interest Determination Date as published in
Composite Quotations under the heading "Federal Funds/Effective
Rate." If such rate was neither published in H.15(519) by 11:00
A.M., New York City time, on such Calculation Date nor in
Composite Quotations by 3:00 P.M., New York City time, on such
date, the Federal Funds Effective Rate for such Interest
Determination Date will be calculated by the Calculation Agent
and will be the arithmetic mean of the rates, as of 11:00 A.M.,
New York City time, on that Interest Determination Date, for the
last transaction in overnight Federal Funds arranged by three
leading brokers of Federal Funds transactions in The City of New
York selected by the Calculation Agent; provided, however, that
if fewer than three brokers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the
rate of interest in effect for the applicable period will be the
same as the Federal Funds Effective Rate as adjusted for the
Spread and/or Spread Multiplier, as the case may be, for the
immediately preceding interest reset period.
The Federal Funds Effective Rate determined with respect to
any Interest Determination Date will become effective on and as
of the applicable Interest Reset Date specified on the face
hereof; provided, however, that (i) the interest rate in effect
for the period from the Original Issue Date to the first Interest
Reset Date will be the Initial Interest Rate specified on the
face hereof; and (ii) the interest rate in effect for the ten
days immediately preceding the Stated Maturity or redemption will
be that in effect on the tenth day preceding such Stated Maturity
or redemption.
DETERMINATION OF PRIME RATE.
If the Interest Rate Basis on this Note is the Prime Rate,
the Prime Rate with respect to the Note shall equal with respect
to each Interest Determination Date designated on the face hereof
the rate set forth on such date in H.15(519) under the heading
"Bank Prime Loan." In the event that such rate is not published
prior to 9:00 A.M., New York City time, on the Calculation Date
designated on the face hereof pertaining to such Interest
Determination Date, then the Prime Rate will be the arithmetic
mean (rounded upwards, if necessary, to the next higher one-
hundred thousandth of a percentage point) of the rates of
interest publicly announced by each bank that appear on the
Reuters Screen NYMF Page as such bank's prime rate or base
lending rate as in effect for that Interest Determination Date.
If fewer than four such rates but more than one such rate appear
on the Reuters Screen NYMF Page for the Interest Determination
Date, the Prime Rate will be the arithmetic mean of the prime
9
rates (quoted on the basis of the actual number of days in the
year divided by a 360-day year) as of the close of business on
such Interest Determination Date by four major money center banks
in The City of New York selected by the Calculation Agent. If
fewer than two quotations are provided, the Prime Rate shall be
determined on the basis of the rates furnished in The City of New
York by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the
United States, or any State thereof, having total equity capital
of at least $500 million and being subject to supervision or
examination by a Federal or State authority, selected by the
Calculation Agent to provide such rate or rates; provided,
however, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence,
the rate of interest in effect for the applicable period will be
the same as the Prime Rate as adjusted for the Spread and/or
Spread Multiplier, as the case may be, for the immediately
preceding interest reset period.
The Prime Rate determined with respect to any Interest
Determination Date will become effective on and as of the
applicable Interest Reset Date specified on the face hereof;
provided, however, that (i) the interest rate in effect for the
period from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate specified on the face
hereof; and (ii) the interest rate in effect for the ten days
immediately preceding the Stated Maturity or redemption will be
that in effect on the tenth day preceding such Stated Maturity or
redemption.
DETERMINATION OF TREASURY RATE.
If the Interest Rate Basis on this Note is the Treasury
Rate, the Treasury Rate with respect to this Note shall equal
with respect to each Interest Determination Date designated on
the face hereof the rate for the most recent auction of direct
obligations of the United States ("Treasury bills") having the
Index Maturity designated on the face hereof as published in
H.15(519) under the heading, "U.S. Government Securities/Treasury
Bills/Auction Average (Investment)" or, if not so published by
9:00 A.M., New York City time, on the Calculation Date designated
on the face hereof pertaining to such Interest Determination
Date, the auction average rate (expressed as a bond equivalent,
on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) for such auction as otherwise announced
by the United States Department of the Treasury. In the event
that the results of the auction of Treasury bills having the
Index Maturity designated on the face hereof are neither
published in H.15(519) by 9:00 A.M., New York City time, on such
Calculation Date, nor otherwise published or reported as provided
above by 3:00 P.M., New York City time on such date, or if no
such auction is held in a particular week, then the Treasury Rate
shall be calculated by the Calculation Agent and shall be a yield
to maturity (expressed as a bond equivalent, on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily
basis) of the arithmetic mean of the secondary market bid rates
as of approximately 3:30 P.M., New York City time, on such
Interest Determination Date, of three leading primary United
States government securities dealers in The City of New York
selected by the Calculation Agent, for the issue of Treasury
bills with a remaining maturity closest to the specified Index
Maturity; provided, however, that if fewer than three dealers
10
selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the rate of interest in effect for
the applicable period will be the same as the Treasury Rate as
adjusted for the Spread and/or Spread Multiplier, as the case may
be, for the immediately preceding interest reset period.
The Treasury Rate determined with respect to any Interest
Determination Date will become effective on and as of the
applicable Interest Reset Date specified on the face hereof;
provided, however, that (i) the interest rate in effect for the
period from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate specified on the face
hereof; and (ii) the interest rate in effect for the ten days
immediately preceding the Stated Maturity or redemption will be
that in effect on the tenth day preceding such Stated Maturity or
redemption.
DETERMINATION OF CMT RATE
If the Interest Rate Basis on this Note is the CMT Rate, the
CMT Rate with respect to this Note shall equal with respect to
each Interest Determination Date designated on the face hereof
the rate displayed on the Designated CMT Telerate Page under the
caption "...Treasury Constant Maturities.. Federal Reserve Board
Release H.15... Mondays Approximately 3:45 P.M.," under the
column for the Index Maturity designated on the face hereof (i)
if the Designated CMT Telerate Page is 7055, the rate for the
applicable Interest Determination Date and (ii) if the Designated
CMT Telerate Page is 7052, the week, or the month, as applicable,
ended immediately preceding the week in which the Interest
Determination Date occurs. If no page is specified on the face
hereof, the Designated CMT Telerate Page shall be 7052, for the
most recent week. If such rate is no longer displayed on the
relevant page, or if not displayed by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate for such
Interest Determination Date will be such Treasury Constant
Maturity rate for the Index Maturity designated on the face
hereof as published in the relevant H.15 (519). If such rate is
no longer published, or if not published by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate for
such Interest Determination Date will be such Treasury Constant
Maturity rate for the Index Maturity on the face hereof (or other
United States Treasury rate for such Index Maturity for that
Interest Determination Date with respect to such Interest Reset
Date) as may then be published by either the Federal Reserve
Board or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and
published in the relevant H.15(519). If such information is not
provided by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for that Interest
Determination Date will be calculated by the Calculation Agent
and will be a yield to maturity, based on the arithmetic mean of
the secondary market closing offer side prices as of
approximately 3:30 P.M. (New York City time) on that Interest
Determination Date reported, according to their written records,
by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York
selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality,
11
one of the lowest)), for the most recently issued direct
noncallable fixed rate obligations of the United States
("Treasury Note") with an original maturity of approximately the
Index Maturity designated on the face hereof and a remaining term
to maturity of not less than such Index Maturity minus one year.
If two Treasury Notes with an original maturity as described in
the preceding sentence have remaining terms to maturity equally
close to the Index Maturity designated on the face hereof, the
quotes for the Treasury Note with the shorter remaining term to
maturity will be used. If the Calculation Agent cannot obtain
three such Treasury Note quotations, the CMT Rate for that
Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity based on the arithmetic
mean of the secondary market offer side prices as of
approximately 3:30 P.M. (New York City time) on that Interest
Determination Date of three Reference Dealers in The City of New
York (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for
Treasury Notes with an original maturity of the number of years
that is the next highest to the Index Maturity designated on the
face hereof and a remaining term to maturity closest to such
Index Maturity and in an amount of at least $100 million. If
three or four (and not five) of such Reference Dealers are
quoting as described above, then the CMT Rate will be based on
the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of such quotes will be eliminated;
provided, however, that if fewer than three Reference Dealers
selected by the Calculation Agent are quoting as described
herein, the rate of interest in effect for the applicable period
will be the same as the CMT Rate as adjusted for the Spread
and/or Spread Multiplier, as the case may be, for the immediately
preceding Interest Reset Period.
The CMT Rate determined with respect to any Interest
Determination Date will become effective on and as of the
applicable Interest Reset Date specified on the face hereof;
provided, however, that (i) the interest rate in effect for the
period from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate specified on the face
hereof; and (ii) the interest rate, in effect for the ten days
immediately preceding the Stated Maturity or redemption will be
that in effect on the tenth day preceding such Stated Maturity or
redemption.
Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, shown on the face
hereof. The Calculation Agent shall calculate the interest rate
on this Note in accordance with the foregoing on each Interest
Determination Date.
The Interest Rate on this Note will in no event be higher
than the maximum rate permitted by Maryland law as the same may
be modified by the United States law of general applicability.
The Calculation Agent will, upon the request of the Holder
of this Note provide to such Holder the interest rate hereon then
in effect and, if different, the interest rate which will become
effective as of the next applicable Interest Reset Date.
12
If any Interest Payment Date specified on the face hereof
would otherwise be a day that is not a Business Day, the Interest
Payment Date shall be postponed to the next day that is a
Business Day, except that if (i) the rate of interest on this
Note shall be determined in accordance with the provisions of the
heading "Determination of LIBOR" above, and (ii) such Business
Day is in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding Business Day.
"Business Day" means any day other than a Saturday or Sunday that
(a) is not a day on which banking institutions in Baltimore,
Maryland, or in New York, New York, are authorized or obligated
by law or executive order to be closed, and (b) with respect to
LIBOR Notes only, is a day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.
Interest payments for this Note will include interest
accrued to but excluding the Interest Payment Dates; provided,
however, that if the Interest Reset Dates with respect to this
Note are daily or weekly, interest payable on any Interest
Payment Date, other than interest payable on any date on which
principal hereof is payable, will include interest accrued to and
including the Record Date next preceding such Interest Payment
Date. Accrued interest hereon from the Original Issue Date or
from the last date to which interest hereon has been paid, as the
case may be, shall be an amount calculated by multiplying the
face amount hereof by an accrued interest factor. Such accrued
interest factor shall be computed by adding the interest factor
calculated for each day from the Original Issue Date or from the
last date to which interest shall have been paid, as the case may
be, to the date for which accrued interest is being calculated.
The interest factor (expressed as a decimal rounded upwards, if
necessary, to the next higher one hundred-thousandth of a
percentage point) for each such day shall be computed by dividing
the interest rate (expressed as a decimal, rounded upwards, if
necessary, to the next higher one hundred-thousandth of a
percentage point) applicable to each such day by 360, in the case
of the Commercial Paper Rate, CD Rate, LIBOR, Federal Funds
Effective Rate or Prime Rate, or by the actual number of days in
the year in the case of the Treasury Rate or the CMT Rate.
This Note may not be redeemed by the Company prior to
Stated Maturity unless otherwise set forth on the face hereof.
Notwithstanding Section 4.03 of the Indenture, pursuant to
Section 4.01 thereof, and if so indicated on the face of this
Note, this Note may be redeemed at the option of the Company, on
any date on or after the date set forth hereof in whole or in
part in increments of $1,000, at a redemption price or prices
designated on the face hereof to be redeemed together with
interest thereon payable to the date fixed for redemption. This
Note may be so redeemed in whole or in part whether or not other
Notes of the same series are redeemed.
Notice of redemption or repurchase will be given by the
Company by mail to holders of the Notes to be redeemed, not less
than 30 nor more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture. The Bank may carry
out the responsibilities to be performed by the Trustee required
by Article Four of the Indenture.
13
The Company is not required to repurchase Notes from holders
prior to Stated Maturity unless otherwise set forth on the face
hereof. If so indicated on the face hereof, this Note may be
repurchased by the Company at the option of the holder on the
dates and at the prices designated thereon, in whole or in part
in increments of $1,000, together with interest payable to the
repurchase date. For book-entry notes, unless otherwise specified
on the face of this Note, holders must deliver written notice to
the Bank at least 30, but no more than 60, days prior to the date
of repurchase, but no later than 5:00 p.m. New York City time on
the last day for giving notice. The written notice must specify
the principal amount to be repurchased and must be signed by a
duly authorized officer of the Depositary participant (signature
guaranteed). For definitive notes, unless otherwise specified on
the face of this Note, holders must complete the "Option to Elect
Repayment" on the reverse of this Note and then deliver this Note
to the Bank at least 30, but no more than 45, days prior to the
date of repurchase, but no later than 5:00 p.m. New York City
time on the last day for giving notice. All notices are
irrevocable.
In the event of redemption or repurchase of this Note in
part only, a new Note or Notes of this series, having the same
Stated Maturity, optional redemption or repurchase provisions,
Interest Rate and other terms and provisions of this Note, in
authorized denominations in an aggregate principal amount equal
to the unredeemed portion hereof will be issued in the name of
the holder hereof upon the surrender hereof.
[Remarketing provisions, if any, to be included here]
The Notes will not be subject to conversion,
amortization or any sinking fund.
As provided in the Indenture and subject to certain
limitations herein and therein set forth, the transfer of this
Note may be registered on the register of the Notes, upon
surrender of this Note for registration of transfer at the Bank,
or at such other agencies as may be designated pursuant to the
Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Trustee or the
Bank duly executed by, the holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only as registered Notes without
coupons in denominations of $1,000 or any amount in excess
thereof that is an integral multiple of $1,000. As provided in
the Indenture, and subject to certain limitations herein and
therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes of other authorized
denominations having the same Interest Rate, Stated Maturity,
optional redemption or repurchase provisions, if any, and
Original Issue Date, as requested by the Securityholder
surrendering the same.
14
No service charge will 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.
The Company, the Trustee, the Bank, the Security
registrar and any agent of the Company, the Trustee, the Bank, or
the Security registrar may treat the Securityholder in whose name
this Note is registered as the absolute owner hereof for the
purpose of receiving payment as herein provided and for all other
purposes, whether or not this Note is overdue, and neither the
Company, the Trustee, the Bank, the Security registrar nor any
such agent shall be affected by notice to the contrary.
If an Event of Default (as defined in the Indenture)
with respect to the Notes shall occur and be continuing, the
principal of all 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 Securities of any series under the Indenture at
any time by the Company with the consent of the holders of not
less than 66 2/3% in aggregate principal amount of the Securities
at the time outstanding to be affected (voting as one class).
The Indenture also permits the Company and the Trustee to enter
into supplemental indentures without the consent of the holders
of Securities of any series for certain purposes specified in the
Indenture, including the making of such other provisions in
regard to matters arising under the Indenture which shall not
adversely affect the interest of the holders of such Securities.
The Indenture also contains provisions permitting the holders of
specified percentages in aggregate principal amount of the
Securities of any series at the time outstanding, on behalf of
the holders of all the 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
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.
The Indenture provides that no holder of any Security of
any series may enforce any remedy with respect to such series
under the Indenture except in the case of refusal or neglect of
the Trustee to act after notice of a continuing Event of Default
and after written request by the holders of not less than 25% in
aggregate principal amount of the outstanding Securities of such
series and the offer to the Trustee of reasonable indemnity;
provided, however, that such provision shall not prevent the
holder hereof from enforcing payment of the principal of or
interest on this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
15
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the times,
place and rate, and in the coin or currency, herein prescribed.
No recourse shall be had for the payment of the
principal of or the interest on this Note, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect
of the Indenture or any indenture supplemental thereto, against
any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or any predecessor or
successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
This Note shall be governed by and construed in
accordance with the laws of the State of Maryland.
16
<PAGE.
ASSIGNMENT FORM
To assign this Note, fill in the form below:
Assignee's Social Security or Tax I. D. Number: ________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
_________________________________________________________________
________________________________________________________________
(Print or Type Assignee's Name, Address and Zip Code)
the within Note of the Company and hereby does irrevocably
constitute and appoint
_________________________________________________________________
_________________________________________________________________
Attorney to transfer the said Note on the books of the Company,
with full power of substitution in the premises.
____________________
_________________________
Signature of Assignor
(Sign exactly as name appears on the face of the Note)
Dated: _______________
17
[HOLDER'S OPTION TO ELECT REPURCHASE]
[IN THE CASE OF CERTIFICATED NOTES ONLY]
The undersigned hereby irrevocably requests and instructs the
Company to repurchase the within or attached Note (or portion
thereof specified below) pursuant to its terms at a price equal
to ___ % of the principal amount thereof, together with accrued
interest, if any, to the repurchase date, to the undersigned, at
_________________________________________________________________
_________________________________________________________________
(Print or type name, address and phone number of the undersigned)
For the within or attached Note to be repurchased on the
repurchase date, the Bank must receive at least 30, but not more
than 45, days prior to the date of repurchase, but no later than
5:00 p.m. New York City time on the last day for giving notice,
(i) this Note with the "Optional to Elect Repayment" form duly
completed or (ii) a telegram, telex, facsimile transmission or
letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States of America setting
forth the name, address and telephone number of the holder of
such Note, the principal amount of such Note, the amount of the
Note to be repurchased, a statement that the option to elect
repayment is being made thereby and a guarantee that the Note to
be repaid with the form entitled "Option to Elect Repurchase" on
the reverse of such Note duly completed will be received by the
Bank not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter, and such Note
and form are received by the Bank by such fifth Business Day.
If less than the entire principal amount of the within or
attached Note is to be repurchased, specify the portion to be
repurchased: $ ______________ and specify the denomination or
denominations of the Note or Notes to be issued to the holder for
the portion of the Note not being repurchased (in the absence of
specific instruction, one such Note will be issued):
$ _____________.
NOTICE: The signature to this Option to Elect Repayment must
correspond with the names as written upon the face of the within
instrument in every particular, without alteration or enlargement
or any change whatever.
_________________________
Signature of Holder
(Sign exactly as name appears on the face of the Note)
Dated: _______________
18