[FORM OF FACE OF FLOATING RATE REGISTERED NOTE]
Floating Rate Note
REGISTERED REGISTERED
No. FLR [PRINCIPAL AMOUNT]
CUSIP: *
Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to
the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
since the registered owner hereof, Cede & Co., has an interest herein.*
IF APPLICABLE, THE "AMOUNT OF OID", THE "ORIGINAL ISSUE DATE", THE "YIELD
TO MATURITY", AS WELL AS THE METHOD USED TO DETERMINE THE YIELD TO MATURITY
WHERE THERE IS A SHORT ACCRUAL PERIOD AND THE AMOUNT OF OID ALLOCABLE TO
SUCH SHORT ACCRUAL PERIOD WILL BE SET FORTH BELOW. THE CALCULATION OF THE
AMOUNT OF OID UPON (A) OPTIONAL REDEMPTION OR (B) DECLARATION OF
ACCELERATION IS DISCUSSED ON THE REVERSE HEREOF.
TYSON FOODS, INC.
MEDIUM-TERM NOTE
(Floating Rate)
ORIGINAL ISSUE INITIAL SPREAD (PLUS INITIAL
DATE INTEREST RATE: OR MINUS): REDEMPTION
DATE
MATURITY DATE: INTEREST ALTERNATE RATE INITIAL
ACCRUAL DATE: EVENT SPREAD: REDEMPTION
SPECIFIED PERCENTAGE:
CURRENCY: MAXIMUM SPREAD
INTEREST RATE: MULTIPLIER: APPLICABILITY
INTEREST OF ANNUAL
PAYMENT MINIMUM INTEREST REDEMPTION
DATE(S): INTEREST RATE: PAYMENT PERCENTAGE
PERIOD: REDUCTION:
BASE RATE: INTEREST RESET
DATES: IF YES, STATE
INDEX INTEREST RESET ANNUAL
MATURITY: PERIOD: PERCENTAGE
REDUCTION:
APPLICABILITY TOTAL AMOUNT
OF ANNUAL OF OID: OPTIONAL
REDEMPTION REPAYMENT
PERCENTAGE APPLICABILITY DATE(S):
INCREASE: OF MODIFIED
PAYMENT UPON YIELD TO
IF YES, STATE ACCELERATION: MATURITY:
ANNUAL
PERCENTAGE IF YES STATE INITIAL
INCREASE: ISSUE PRICE ACCRUAL PERIOD
OID (COMPUTED
UNDER THE
APPROXIMATE METHOD):
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Tyson Foods, Inc., a Delaware corporation (together with its
successors and assigns, the "Company"), for value received, hereby promises
to pay to _______________________, or registered assignees, the
principal sum of_______________ on the Maturity Date specified above (except
to the extent redeemed or repaid prior to the Maturity Date) and to pay
interest thereon, from the Original Issue Date specified above at a rate
per annum equal to the Initial Interest Rate specified above until the
first Interest Reset Date next succeeding the Original Issue Date specified
above, and thereafter at a rate per annum determined in accordance with the
provisions specified on the reverse hereof until the principal hereof is
paid or duly made available for payment. The Company will pay interest in
arrears monthly, quarterly, semiannually or annually as specified above as
the Interest Payment Period on each Interest Payment Date (as specified
above), commencing with the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Maturity Date (or any
redemption or repayment 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 payments will commence on the
second Interest Payment Date succeeding the Original Issue Date to the
registered holder of this Note on the Record Date with respect to such
second Interest Payment Date; and provided, further, that if an Interest
Payment Date or the Maturity Date or redemption or repayment date would
fall on a day that is not a Business Day (this and certain other
capitalized terms used herein are defined on the reverse of this Note),
such Interest Payment Date, Maturity Date or redemption or repayment date
shall be the following day that is a Business Day, except that if the Base
Rate Specified above is LIBOR and such next Business Day falls in the next
calendar month, the Interest Payment Date, Maturity Date or redemption or
repayment date shall be the immediately preceding day that is a Business
Day.
Payment of the principal of this Note, any premium and the interest
due at the Maturity Date (or any redemption or repayment date) will be made
in immediately available funds upon surrender of this Note at the office or
agency of such paying agent as the Company may determine maintained for
that purpose in the The City of New York (a "Paying Agent"), or at the
office or agency of such other Paying Agent as the Company may determine.
Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for, from the Original Issue Date,
until the principal hereof has been paid or duly made available for payment
(except as provided below). The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date, will, subject to
certain exceptions described herein, be paid to the person in whose name
this Note (or one or more predecessor Notes) is registered at the close of
business on the date 15 days prior to an Interest Payment Date (whether or
not a Business Day) (the "Record Date"); provided, however, that interest
payable on the Maturity Date (or any redemption or repayment date) will be
payable to the person to whom the principal hereof shall be payable.
The Specified Currency indicated on the face hereof shall be U.S.
dollars. Payment of the principal of and premium, if any, and interest on
this Note will be made in such coin or currency of the United States as at
the time of payment is legal tender for payment of public and private
debts; provided, however, that payments of interest, other than interest
due at maturity (or any redemption or repayment date) will be made by
97
United States dollar check mailed to the address of the person entitled
thereto as such address shall appear in the Note register. A holder of
U.S. $5,000,000 or more in aggregate principal amount of Notes having the
same Interest Payment Date will be entitled to receive payments of
interest, other than interest due at maturity or any date of redemption, by
wire transfer of immediately available funds to an account within the
United States maintained by the holder of this Note if appropriate wire
transfer instructions in writing have been received by the Paying Agent not
less than 10 days prior to the applicable Interest Payment Date.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, as defined on the reverse hereof, by manual
signature, this Note shall not be entitled to any benefit under the
Indenture, as defined on the reverse hereof, or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed under its corporate seal.
DATED: TYSON FOODS, INC.
[SEAL] By:_______________________
Title:
By:_______________________
Title:
Attest:
By:________________________
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes
referred to in the within-
mentioned Indenture.
THE CHASE MANHATTAN BANK, N.A.,
as Trustee and Authenticating Agent
By:____________________________
Authorized Signatory
98
[FORM OF REVERSE OF NOTE]
This Note is one of a duly authorized issue of Medium-Term Notes having
maturities from nine months to 30 years from the date of issue (the
"Notes") of the Company. The Notes are issuable under an indenture, dated
as of June 1, 1995 (the "Indenture") between the Company and The Chase
Manhattan Bank, N.A., as trustee (the "Trustee"), 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 of the Company, the Trustee and holders of the Notes an the
terms upon which the Notes are, and are to be, authenticated and delivered.
The Chase Manhattan Bank, N.A. has been appointed Authenticating Agent and
Calculation Agent (the "Authenticating Agent", "Exchange Rate Agent" and
"Calculation Agent", respectively, which terms include any successor
authenticating agent or exchange rate agent or calculation agent, as the
case may be) with respect to the Notes, and The Chase Manhattan Bank, N.A.
at its corporate trust office in The City of New York has been appointed
the registrar and a Paying Agent with respect to the Notes. The terms of
individual Notes may vary with respect to interest rates, interest rate
formulas, issue dates, maturity dates, or otherwise, all as provided in the
Indenture. To the extent not inconsistent herewith, the terms of the
Indenture are hereby incorporated by reference herein.
This Note will not be subject to any sinking fund and, unless otherwise
provided on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or subject to repayment at
the option of the holder prior to maturity.
Unless otherwise indicated on the face of this Note, this Note may not be
redeemed prior to the Maturity Date. If the face of this Note indicates
that this Note is subject to (i) "Annual Redemption Percentage Reduction"
or (ii) "Annual Redemption Percentage Increase", then this Note may be
redeemed in whole or in part at the option of the Company on or after the
Initial Redemption Date specified on the face hereof on the terms set forth
on the face hereof, together with interest accrued and unpaid hereon to the
date of redemption (except as provided below). If this Note is subject to
"Annual Redemption Percentage Reduction", the Initial Redemption Percentage
indicated on the face hereof will be reduced on each anniversary of the
Initial Redemption Date specified above by the Annual Percentage Reduction
specified on the face hereof until the redemption price of this Note is
100% of the principal amount hereof. If this Note is subject to "Annual
Redemption Percentage Increase", the amount of original issue discount
allocable to such short accrual period is the Amortized Amount. Notice of
redemption shall be mailed to the registered holders of the Notes
designated for redemption at their addresses as the same shall appear on
the Note register not less than 30 days nor more than 60 days prior to the
date of redemption, subject to all the conditions and provisions of the
Indenture. In the event of redemption of this Note in part only, a new
Note or Notes for the amount of the unredeemed portion hereof shall be
issued in the name of the holder hereof upon the presentation and
cancellation hereof.
Unless otherwise indicated on the face of this Note, this Note shall not
be subject to repayment at the option of the holder prior to the Maturity
Date. If so indicated on the face of this Note, this Note may be subject
to repayment at the option of the holder on the Optional Repayment Date or
99
Dates specified on the face hereof on the terms set forth herein. On any
Optional Repayment Date, this Note will be repayable in whole or in part in
increments of 1,000 units of the Specified Currency indicated on the face
hereof (provided that any remaining principal amount hereof shall not be
less than the minimum authorized denomination hereof) at the option of the
holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest hereon payable to the date of repayment.
For this Note to be repaid in whole or in part at the option of the holder
hereof, the Company must receive at the corporate trust office of the
Paying Agent in The City of New York, at least 30 days but not more than 60
days prior to the repayment, (i) this Note with the form entitled "Option
to Elect Repayment" on the reverse hereof duly completed or (ii) a
telegram, facsimile transmission or a letter from a member of a national
securities exchange or a member of the National Association of Securities
Dealers, Inc. (the "NASD") or a commercial bank or trust company in the
United States which must set forth the name of the holder of this Note, the
principal amount of this Note, the principal amount of this Note to be
repaid, the certificate number or a description of the tenor and terms of
this Note, a statement that the option to elect repayment is being
exercised thereby and a guarantee that this Note to be repaid, together
with the duly completed form entitled "Option to Elect Repayment" on the
reverse hereof, will be received by the Paying Agent not later than the
fifth Business Day after the date of such telegram, facsimile transmission
or letter; provided, that such telegram, facsimile transmission or a letter
from a member of a national securities exchange or a member of the NASD or
a commercial bank or trust company in the United States shall only be
effective if in such case, this Note and form duly completed are received
by the Company by such fifth Business Day. Exercise of such repayment
option by the holder hereof shall be irrevocable. In the event of
repayment of this Note in part only, a new Note or Notes for the amount of
the unpaid portion hereof shall be issued in the name of the holder hereof
upon cancellation hereof.
This Note will bear interest at the rate determined in accordance with
the applicable provisions below by reference to the Base Rate shown on the
face hereof based on the Index Maturity, if any, shown on the face hereof
(i) plus or minus the Spread, if any, or (ii) multiplied by the Spread
Multiplier, if any, specified on the face hereof. Commencing with the
first Interest Reset Date next succeeding the Original Issue Date specified
on the face hereof, the rate at which interest on this Note is payable
shall be reset as of each Interest Reset Date. The Interest Reset Dates
will be the Interest Reset Dates specified on the face hereof; provided,
however, that the interest rate in effect for the period from the Original
Issue Date to the first Interest Reset Date next succeeding the Original
Issue Date specified on the face hereof will be the Initial Interest Rate.
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, except that if the Base Rate specified on the face
hereof is LIBOR and such Business Day is in the next succeeding calendar
month, such Interest Reset Date shall be the next preceding Business Day.
The Interest Determination Date pertaining to an Interest Reset Date for
Notes bearing interest calculated by reference to the CD Rate, Commercial
Paper Rate, Federal Funds Rate and Prime Rate will be the second Business
Day next preceding such Interest Reset Date. The Interest Determination
Date pertaining to an Interest Reset Date for Notes bearing interest
calculated by reference to LIBOR shall be the second London Banking Day
100
preceding such Interest Reset Date. The Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated
by reference to the Treasury Rate shall be the day of the week in which
such Interest Reset Date falls on which Treasury bills normally would be
auctioned; provided, however, that if as a result of a legal holiday an
auction is held on the Friday of the week preceding such Interest Reset
Date, the related Interest Determination Date shall be such preceding
Friday; and provided, further, that if an auction shall fall on any
Interest Reset Date, then the Interest Reset Date shall instead be the
first Business Day following the date of such auction.
The "Calculation Date" pertaining to any Interest Determination Date will
be the earlier of the tenth day after such Interest Determination Date or
the next succeeding Record Date after such Interest Determination Date or,
if either such day is not a Business Day, the next
succeeding Business Day.
Determination of CD Rate. If the Base Rate specified on the face hereof
is the CD Rate, the CD Rate with respect to this Note shall be determined
on each Interest Determination Date and shall be the rate on such date for
negotiable certificates of deposit having the Index Maturity specified on
the face hereof as published by the Board of Governors of the Federal
Reserve System in "Statistical Release H.15(519), Selected Interest Rates,"
or any successor publication of the Board of Governors of the Federal
Reserve System ("H.15(519)"), under the heading "CDs (Secondary Market),"
or, if not so published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the CD
Rate will be the rate on such Interest Determination Date for negotiable
certificates of deposit of the Index Maturity specified on the face hereof
as published by the Federal Reserve Bank of New York in its daily
statistical release "Composite 3:30 P.M. Quotations for U.S. Government
Securities" ("Composite Quotations") under the heading "Certificates of
Deposit." If neither of such rates is published by 3:00 P.M., New York
City time, on such Calculation Date, then the CD Rate on such Interest
Determination Date will be calculated by the Calculation Agent referred to
on the face hereof and will be the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on such Interest
Determination Date, for certificates of deposit in the denomination of U.S.
$5,000,000 with a remaining maturity closest to the Index Maturity
specified on the face hereof of three leading nonbank dealers in 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 center banks of the highest credit standing in the market for
negotiable certificates of deposit; provided, however, that if the dealers
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 CD Rate for the immediately preceding Interest
Reset Period (or, if there was no such Interest Reset Period, the rate of
interest payable hereon shall be the Initial Interest Rate).
Determination of Commercial Paper Rate. If the Base Rate specified on
the face hereof is the Commercial Paper Rate, the Commercial Paper Rate
with respect to this Note shall be determined on each Interest
Determination Date and shall be the Money Market Yield (as defined herein)
of the rate on such date for commercial paper having the Index Maturity
specified on the face hereof, as such rate shall be published in H.15(519)
under the heading "Commercial Paper," or if not so published prior to 9:00
101
A.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the Commercial Paper Rate shall be the Money
Market Yield of the rate on such Interest Determination Date for commercial
paper of the Index Maturity specified on the face hereof as published in
Composite Quotations under the heading "Commercial Paper." If neither of
such rates is published by 3:00 P.M., New York City time, on such
Calculation Date, then the Commercial Paper Rate shall be the Money Market
Yield of the arithmetic mean of the offered rates as of 11:00 A.M., New
York City time, on such Interest Determination Date of three leading
dealers in commercial paper in The City of New York selected by the
Calculation Agent for commercial paper of the Index Maturity specified 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 the dealers 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 Commercial Paper
Rate for the immediately preceding Interest Reset Period (or, if there was
no such Interest Reset Period, the rate of interest payable hereon shall be
the Initial Interest Rate).
"Money Market Yield" shall be the yield calculated in accordance with the
following formula:
Money Market Yield = D x 360
---------------- x 100
360 - (D x M)
where "D" refers to the applicable 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 interest period for which interest is
being calculated.
Determination of Federal Funds Rate. If the Base Rate specified on
the face hereof is the Federal Funds Rate, the Federal Funds Rate with
respect to this Note shall be determined on each Interest Determination
Date and shall be 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 by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Federal Funds Rate will
be the rate on such Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate." If neither of
such rates is published by 3:00 P.M., New York City time, on such
Calculation Date, the Federal Funds Rate for such Interest Determination
Date will be calculated by the Calculation Agent and will be the arithmetic
mean of the rates for the last transaction in overnight Federal funds as of
11:00 A.M., New York City time, on such Interest Determination Date
arranged by three leading brokers in Federal funds transactions in The City
of New York selected by the Calculation Agent; provided, however, that if
the brokers 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 Federal Funds Rate for the
immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the rate of interest payable hereon shall be the
Initial Interest Rate).
Determination of LIBOR. If the Base Rate specified on the face hereof
is LIBOR, LIBOR with respect to this Note shall be determined on each
Interest Determination Date as follows:
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(i) as of the Interest Determination Date, the Calculation Agent
shall determine the arithmetic mean of the offered rates for deposits
in U.S. dollars for the period of the Index Maturity specified on the
face hereof which appear on the Reuters Screen LIBO Page at
approximately 11:00 A.M., London time, on such Interest Determination
Date. "Reuters Screen LIBO Page," as used herein, means the display
designated as Page "LIBO" on the Reuters Monitor Money Rate Service
(or such other page as may replace the LIBO page on that service for
the purpose of displaying London interbank offered rates of major
banks).
(ii) if fewer than two offered rates appear on the Reuters Screen
LIBO Page, the Calculation Agent will request the principal London
offices of each of four major banks in the London interbank market, as
selected by the Calculation Agent, to provide the Calculation Agent
with its offered quotation for deposits in U.S. dollars for the period
of the Index Maturity, specified on the face hereof, to prime banks in
the London interbank market at approximately 11:00 A.M., London time,
on such Interest Determination Date and in a principal amount of not
less than U.S. $1,000,000 that is representative for a single
transaction in such market at such time. If at least two such
quotations are provided, LIBOR will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR in
respect of such Interest Determination Date will be the arithmetic
mean of the rates quoted by three major banks in The City of New York
selected by the Calculation Agent (after consultation with the
Company) at approximately 11:00 A.M., New York City time, on such
Interest Determination Date for loans in U.S. dollars to leading
European banks, for the period of the Index Maturity and in a
principal amount of not less than U.S. $1,000,000 that is
representative of a single transaction in such market at such time;
provided, however, that if fewer than three banks selected as
aforesaid by the Calculation Agent are quoting as mentioned in this
sentence, LIBOR for such Interest Reset Period will be the same as
LIBOR for the immediately preceding Interest Reset Period (or, if
there was no such Interest Reset Period, the rate of interest payable
hereon shall be the Initial Interest Rate).
Determination of Prime Rate. If the Base Rate specified on the face
hereof is the Prime Rate, the Prime Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate set
forth in H.15(519) for such date opposite the caption "Bank Prime Loan."
If such rate is not yet published by 9:00 A.M. New York City time, on the
Calculation Date, the Prime Rate for such Interest Determination Date will
be the arithmetic mean of the rates of interest publicly announced by each
bank named on the display designated as page "NYMF" on the Reuters Monitor
Money Rate Service (or such other page as may replace the NYMF page on such
service for the purpose of displaying the prime rate or base lending rate
of major New York City banks) (the "Reuters Screen NYMF Page") as such
bank's prime rate or base lending rate as in effect for such Interest
Determination Date as quoted on the Reuters Screen NYMF Page on such
Interest Determination Date, or, if fewer than four such rates appear on
the Reuters Screen NYMF Page for such Interest Determination Date, the rate
shall be the arithmetic mean of the prime rates quoted on the basis of the
actual number of days in the year divided by 360 as of the close of
business on such Interest Determination Date by at least two of the three
major money center banks in The City of New York selected by the
103
Calculation Agent from which quotations are requested. If fewer than two
quotations are provided, the Prime Rate shall be calculated by the
Calculation Agent and shall be determined as the arithmetic mean on the
basis of the prime rates 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, in each case having
total equity capital of at least U.S. $500 million and being subject to
supervision or examination by Federal or State authority, selected by the
Calculation Agent to quote such rate or rates.
If in any month or two consecutive months the Prime Rate is not
published in H.15(519) and the banks or trust companies selected as
aforesaid are not quoting as mentioned in the preceding paragraph, the
"Prime Rate" for such Interest Reset Period will be the same as the Prime
Rate for the immediately preceding Interest Reset Period (or, if there was
no such Interest Reset Period, the rate of interest payable hereon shall be
the Initial Interest Rate). If this failure continues over three or more
consecutive months, the Prime Rate for each succeeding Interest
Determination Date until the maturity or redemption of this Note or, if
earlier, until this failure ceases, shall be LIBOR determined as if the
Base Rate specified on the face hereof were LIBOR, and the Spread, if any,
shall be the number of basis points specified on the face hereof as the
"Alternate Rate Event Spread."
Determination of Treasury Rate. If the Base Rate specified on the
face hereof is the Treasury Rate, the Treasury Rate with respect to this
Note shall be determined on each Interest Determination Date and shall be
the rate for the auction held on such date of direct obligations of the
United States ("Treasury Bills") having the Index Maturity specified on the
face hereof, as published in H.15(519) under the heading "Treasury
Bills--auction average (investment)," or if not so published by 9:00 A.M.,
New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the auction average rate on such Interest Determination
Date (expressed as a bond equivalent, on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) 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
specified on the face hereof are not published or reported as provided
above by 3:00 P.M., New York City time, on such Calculation Date or if no
such auction is held on such Determination Date, 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 selected by the
Calculation Agent for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity specified on the face hereof; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent
are not quoting as mentioned in this sentence, the Treasury Rate for such
Interest Reset Date will be the same as the Treasury Rate for the
immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the rate of interest payable hereon shall be the
Initial Interest Rate).
104
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, specified on the face hereof. The Calculation Agent
shall calculate the interest rate hereon in accordance with the foregoing
on or before each Calculation Date. The interest rate on this Note will in
no event be higher than the maximum rate permitted by New York law, as the
same may be modified by United States Federal law of general application.
At the request of the holder hereof, the Calculation Agent will
provide to the holder hereof the interest rate hereon then in effect and,
if determined, the interest rate that will become effective as of the next
Interest Reset Date.
Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or earlier
redemption or repayment date), as the case may be; provided, however, that
if the Interest Reset Period with respect to this Note is 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 through and including the Record Date next preceding the applicable
Interest Payment Date. Accrued interest hereon 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 in the period for which interest is
being paid. The interest factor for each such date shall be computed by
dividing the interest rate applicable to such day by 360 if the Base Rate
is CD Rate, Commercial Paper Rate, Federal Funds Rate, Prime Rate or LIBOR,
as specified on the face hereof, or by the actual number of days in the
year if the Base Rate is the Treasury Rate, as specified on the face
hereof. All percentages resulting from any calculation of the rate of
interest on this Note will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point (.0000001), with five
one-millionths of a percentage point rounded upward, and all dollar amounts
used in or resulting from such calculation on this Note will be rounded to
the nearest cent (with one-half cent rounded upward). The interest rate in
effect on any Interest Reset Date will be the applicable rate as reset on
such date. The interest rate applicable to any other day is the interest
rate from the immediately preceding Interest Reset Date (or, if none, the
Initial Interest Rate).
This Note is unsecured and ranks pari passu with all other unsecured
and unsubordinated indebtedness of the Company.
This Note, and any Note or Notes issued upon transfer or exchange
hereof, is issuable only in fully registered form, without coupons, in
denominations of US $1,000 or any integral multiple of US $1,000 in excess
thereof.
The Chase Manhattan Bank, N.A. has been appointed registrar for the
Notes (the "Registrar," which term includes any successor registrar
appointed by the Company), and the Registrar will maintain at its office in
The City of New York a register for the registration and transfer of Notes.
This Note may be transferred at the aforesaid office of the Registrar by
surrendering this Note for cancellation, accompanied by a written
instrument of transfer in form approved by the Registrar and duly executed
by the registered holder hereof in person or by the holder's attorney duly
authorized in writing, and thereupon the Registrar shall issue in the name
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of the transferee or transferees, in exchange herefor, a new Note or Notes
having identical terms and provisions for an equal aggregate principal
amount in authorized denominations, subject to the terms and conditions set
forth herein; provided, however, that the Registrar will not be required to
register the transfer of or exchange any Note that has been called for
redemption in whole or in part, or as to which the holder thereof has
elected to cause such Note to be repaid in whole or in part, except the
unredeemed or unpaid portion of Notes being redeemed or repaid in part, or
to register the transfer of or exchange Notes to the extent and during the
period so provided in the Indenture with respect to the redemption of
Notes. Notes are exchangeable at said office for other Notes of other
authorized denominations of equal aggregate principal amount having
identical terms and provisions. All such exchanges and transfers of Notes
will be free of charge, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge in connection
therewith. All Notes surrendered for exchange shall be accompanied by a
written instrument of transfer in form approved by the Registrar and
executed by the registered holder in person or by the holder's attorney
duly authorized in writing. The date of registration of any Note delivered
upon any exchange or transfer of Notes shall be such that no gain or loss
of interest results from such exchange or transfer.
In case any Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to
and such other documents or proof as may be required in the premises) shall
be delivered to the Registrar, a new Note of like tenor will be issued by
the Company in exchange for the Note so mutilated or defaced, or in lieu of
the Note so destroyed or lost or stolen, but, in the case of any destroyed
or lost or stolen Note, only upon receipt of evidence satisfactory to the
Registrar and the Company that such Note was destroyed or lost or stolen
and, if required, upon receipt also of indemnity satisfactory to each of
them. All expenses and reasonable charges associated with procuring such
indemnity and with the preparation, authentication and delivery of a new
Note shall be borne by the owner of the Note mutilated, defaced, destroyed,
lost or stolen.
The Indenture provides that if an Event of Default (as defined in the
Indenture) with respect to any series of debt securities issued under the
Indenture, including the series of Medium-Term Notes of which this Note
forms a part, shall have occurred and be continuing, either the Trustee or
the holders of not less than 25% in principal amount of the debt securities
of such series then outstanding under the Indenture, by notice in writing
to the Company (and to the Trustee if given by securityholders of such
series) may declare the principal of all debt securities of all such series
and interest accrued thereon to be due and payable immediately, but upon
certain conditions such declarations may be annulled and past defaults may
be waived (except a continuing default in payment of principal (or premium,
if any) or interest on such debt securities) by the holders of a majority
in principal amount of the debt securities of such series then outstanding.
If the face hereof indicates that this Note is subject to "Modified
Payment upon Acceleration," then (i) if the principal hereof is declared to
be due and payable as described in the preceding paragraph, the amount of
principal due and payable with respect to this Note shall be limited to the
sum of the Issue Price specified on the face hereof plus the Amortized
Amount, (ii) for the purpose of any vote of securityholders taken pursuant
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to the Indenture prior to the acceleration of payment of this Note, the
principal amount hereof shall equal the amount that would be due and
payable hereon, calculated as set forth in clause (i) above, if this Note
were declared to be due and payable on the date of any such vote and (iii)
for the purpose of any vote of securityholders taken pursuant to the
Indenture following the acceleration of payment of this Note, the principal
amount hereof shall equal the amount of principal due and payable with
respect to this Note, calculated as set forth in clause (i) above.
The Indenture permits the Company, when authorized by resolution of
the Board of Directors, and the Trustee, with the consent of the holders of
not less than a majority in aggregate principal amount of the notes of each
series (all such series voting as one class) affected by such supplemental
indenture at the time outstanding, including the series of Medium-Term
Notes of which this Note forms a part, to enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the notes of each such series or the coupons
appertaining to such notes; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any note, or reduce the
rate or extend the time of payment of interest, if any, thereon, or reduce
the principal amount or premium, if any, thereof, or make the principal
thereof or premium, if any, or interest, if any, thereon payable in any
coin or currency other than that provided in any note, or reduce the amount
of the principal of an Original Issue Discount note that would be due and
payable upon an acceleration of the maturity thereof or adversely affect
the right of repayment, if any, at the option of the holder without the
consent of the holder of each note so affected, or (ii) reduce the
aforesaid percentage of notes of any series, the holders of which are
required to consent to any such supplemental indenture, without the consent
of the holder of each note so affected. A supplemental indenture which
changes or eliminates any covenant or other provision of the Indenture
which has expressly been included solely for the benefit of one or more
particular series of notes, or which modifies the rights of the holders of
notes of such series or of coupons appertaining to such notes with respect
to such covenant or other provision, shall be deemed not to affect the
rights under the Indenture of the holders of notes of any other series or
of coupons appertaining to such notes.
So long as this Note shall be outstanding, the Company will cause to
be maintained an office or agency for the payment of the principal of and
premium, if any, and interest on this Note as herein provided in The City
of New York, and an office or agency in said Borough of Manhattan for the
registration, transfer and exchange as aforesaid of the Notes. The Company
may designate other agencies for the payment of said principal, premium, if
any, and interest at such place or places (subject to applicable laws and
regulations) as the Company may decide. So long as there shall be any such
agency, the Company shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.
With respect to moneys paid by the Company and held by the Trustee or
any Paying Agent for the payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of three
years after such principal, interest or premium shall have become due and
payable (whether at maturity or upon call for redemption or otherwise), (i)
the Trustee or such Paying Agent shall notify the holders of such Notes
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that such moneys shall be repaid to the Company and any person claiming
such moneys shall thereafter look only to the Company for payment thereof
and (ii) such moneys shall be so repaid to the Company subject to the terms
of the Indenture. Upon such repayment all liability of the Trustee or such
Paying Agent with respect to such moneys shall thereupon cease, without,
however, limiting in any way any obligation that the Company may have to
pay the principal of or interest or premium, if any, on this Note as the
same shall become due.
No provision of this Note or of the Indenture shall alter or impair
the obligation of the Company, which is absolute and unconditional, to pay
the principal of, premium, if any, and interest on this Note at the time,
place, and rate, and in the coin or currency, herein and in the Indenture
prescribed unless otherwise agreed between the Company and the registered
holder of this Note.
Prior to due presentment of this Note for registration of transfer,
the Company or any agent of the Company, the Registrar or the Trustee may
treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the
Company, the Registrar, the Trustee nor any such agent shall be affected by
notice to the contrary.
No recourse shall be had for the payment of the principal of, or
premium, if any, or the interest on, this Note, for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the Indenture
or any indenture supplemental thereto, against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the
Company or any 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 for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.
As used herein:
(a) the term "Amortized Amount" is equal to the original issue
discount amortized from the Original Issue Date to the date of redemption
or declaration, as the case may be, which amortization shall be calculated
using the "constant yield method" (computed in accordance with the rules
under the Internal Revenue Code of 1986, as amended, and the regulations
thereunder, in effect on the date of
redemption or declaration, as the case may be);
(b) the term "Business Day" means any day that is not a Saturday or
Sunday and that is not a day on which banking institutions are generally
authorized or obligated by law, regulation or executive order to close in
The City of New York and, with respect to Notes bearing interest calculated
by reference to LIBOR, in the City of London;
(c) the term "London Banking Day" means any day on which dealings in
deposits in the Specified Currency are transacted in the London interbank
market.
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(d) the term "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction; and
(e) all other terms used in this Note which are defined in the
Indenture and not otherwise defined herein
shall have the meanings assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common
TEN ENT-as tenants by the entireties
JT TEN-as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT-.........Custodian............
(Cust) (Minor)
Under Uniform Gifts to Minors Act...................
(State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
_______________________________________
_______________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OF ASSIGNEE]
the within Note and all rights thereunder, hereby
____________________________________________________________
irrevocably constituting and appointing such person attorney
____________________________________________________________
to transfer such Note on the books of the Company, with full
____________________________________________________________
power of substitution in the premises.
____________________________________________________________
Signature________________________________
Signature Guarantee______________________
Dated:___________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular
without alteration or enlargement or any change whatsoever.
109
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) the Issuer to repay the
within Note (or portion thereof specified below) pursuant to its terms at a
price equal to the principal amount thereof, together with interest to the
Optional Repayment Date, to the undersigned, at
_______________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be increments of 1,000
units of the Specified Currency indicated on the face hereof) which the
holder elects to have repaid: __________________; and specify the
denomination or denominations (which shall not be less than the minimum
authorized denomination) of the Notes to be issued to the holder for the
portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being
repaid):
____________________________
Dated:______________________ _____________________________
NOTICE: The signature
on this Option to Elect Repayment must
correspond with the name as written upon the
face of the within instrument in every
particular without alteration or
enlargement.
_______________________________
* Applies only if this Note is a Registered Global Security.
110