EXHIBIT 4.2
CUSIP NO.
REGISTERED NO. FLR PRINCIPAL AMOUNT:
________________
CBI INDUSTRIES, INC.
MEDIUM-TERM NOTE, SERIES A
Due Nine Months or More from Date of Issue
(Floating Rate)
If the registered owner of this Note (as indicated below) is
The Depository Trust Company (the "Depositary") or a nominee of
the Depositary, this Note is a global Note and the following
legend is applicable: 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 "TOTAL AMOUNT OF OID", "YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED
UNDER THE APPROXIMATE METHOD BELOW) WILL BE
COMPUTED SOLELY FOR PURPOSES OF APPLYING THE
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION
SET FORTH ON THE REVERSE HEREOF:
ISSUE PRICE:
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: MATURITY
DATE:
SPECIFIED CURRENCY: OPTION TO ELECT PAYMENT AUTHORIZED
DENOMINATIONS
IN U.S. DOLLARS (only
applicable if Specified (if
Specified Currency is U.S.
Currency is other than dollars):
U.S. dollars)
__ Yes __ No $1,000 and
any integral
multiple of
$1,000 in excess
thereof
INDEXED CURRENCY:
(if
Specified Currency is
other than
U.S. dollars):
CURRENCY DETERMINATION THIS
SECURITY IS A:
AGENT:
__ Global
Security
__
Certificated Security
(only
applicable if Specified
Currency is
other than U.S.
dollars)
INTEREST RESET PERIOD: INTEREST RESET DATES: INTEREST
DETERMINATION DATES:
CALCULATION DATES: ACCRUED INTEREST FACTOR:
INTEREST PAYMENT INTEREST PAYMENT DATES:
PERIOD:
INDEX MATURITY: SPREAD (plus or minus): SPREAD
MULTIPLIER:
MAXIMUM RATE: MINIMUM RATE:
CALCULATION AGENT: BASE RATE:
(check one)
__
Commercial Paper Rate
__ Federal
Funds Rate
__ CD Rate
__ 11th
District Cost of
Funds Rate
EXCHANGE RATE AGENT: __ Kenny
Rate
__ LIBOR
__ LIBOR
REUTERS
__ LIBOR
TELERATE
__ Prime
Rate
__ Treasury
Rate
__ CMT Rate
__ Other
_________________
(see
attached)
OPTIONAL REDEMPTION: INITIAL REDEMPTION REDEMPTION
PRICE(S): Initially
__ Yes __ No DATE: ___% of
Principal Amount and
declining
by ___% of the
Principal
Amount on each
anniversary
of the Initial
Redemption
Date until the
Redemption
Price is 100% of
the
Principal Amount
OPTION TO ELECT OPTIONAL REPAYMENT OPTIONAL
REPAYMENT
REPAYMENT: DATE(S): PRICE(S):
__ Yes __ No
REPAYMENT PROVISIONS:
EXTENDIBLE MATURITY AMORTIZING NOTE: DISCOUNTED
SECURITY:
NOTE: __ Yes
__ No
DEPOSITARY: OTHER PROVISIONS:
If this Security was issued with "original issue discount"
for purposes of Section 1273 of the Internal Revenue Code of
1986, as amended, the following shall be completed:
ORIGINAL ISSUE DISCOUNT TOTAL AMOUNT OF OID: ISSUE PRICE
(expressed as a
SECURITY: percentage
of aggregate
__ Yes __ No principal
amount):
YIELD TO MATURITY: INITIAL ACCRUAL PERIOD METHOD USED
TO DETERMINE YIELD
OID: FOR INITIAL
ACCRUAL PERIOD:
__
Approximate __ Exact
CBI INDUSTRIES, INC., a Delaware corporation (herein called
the "Company", which term includes any successor Person under the
Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to
___________________________________________, or registered
assigns, the principal sum of
______________________________________ on the Maturity Date shown
above, and to pay interest thereon from and including the
Original Issue Date shown above or from and including the last
date in respect of which interest has been paid, as the case may
be, to but excluding the next succeeding Interest Payment Date;
provided, however, that if this Note has a daily or weekly
Interest Reset Period, as shown above, such interest will be paid
from and including the Original Issue Date shown above or from
and including the last date in respect of which interest has been
paid, as the case may be, to and including the regular record
date immediately preceding the applicable Interest Payment Date,
except that at maturity the interest payments will include
accrued interest from and including the Original Issue Date, or
from and including the last date in respect of which interest has
been paid, as the case may be, to, but excluding the Maturity
Date. Interest will be paid on the Interest Payment Dates shown
above, commencing with the first such Interest Payment Date next
succeeding the Original Issue Date shown above (except as
provided below), at the rate per annum determined in accordance
with the provisions on the reverse hereof, depending on the Base
Rate specified above and the Spread, if any, or Spread
Multiplier, if any, until the principal hereof is paid or made
available for payment, and interest shall accrue on any overdue
principal and on any overdue installment of interest (to the
extent that the payment of such interest shall be legally
enforceable) at the rate per annum in effect at the time such
principal or installment of interest, as the case may be, was due
and payable. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Note (or
one or more predecessor Notes) is registered at the close of
business on the regular record date for such interest, which
shall be the fifteenth day (whether or not a Business Day, as
defined) next preceding such Interest Payment Date; provided,
however, that interest payable at the Maturity Date or upon
earlier redemption or repayment will be payable to the Person to
whom principal shall be payable. Payments of principal and
interest on Notes for which payments of principal and interest
are made in equal installments over the life of the security
("Amortizing Notes"), will be made either quarterly on each March
15, June 15, September 15 and December 15 or semiannually on each
June 15 and December 15 as set forth in the applicable Pricing
Supplement, and at maturity or upon earlier redemption or
repayment. If this Note was originally issued between a regular
record date and an Interest Payment Date, the first payment of
interest on this Note will be made on the Interest Payment Date
following the next succeeding regular record date to the
registered owner of this Note on such next succeeding regular
record date. Any interest not punctually paid or duly provided
for shall be payable as provided in the Indenture.
If this Note is denominated in a Specified Currency other
than U.S. dollars, then the Holder may, by delivery of a written
request to the Paying Agent at its principal office in The City
of New York, New York on or prior to the applicable record date
or at least 15 days prior to the Maturity Date, as the case may
be, elect to receive all such payments in U.S. dollars. Such
election will remain in effect until revoked by written notice
received by the Paying Agent not later than on or prior to the
applicable record date or at least 15 days prior to the Maturity
Date, as the case may be (but no such revocation may be made with
respect to payments made on this Note if an Event of Default has
occurred with respect hereto or upon the giving of a notice of
redemption). In addition, if bid quotations for U.S. dollars of
the type specified on the reverse side hereof are not available,
the Currency Determination Agent (which shall be the Company
unless as otherwise set forth above) will be unable to exchange
the Specified Currency for U.S. dollars and payments of principal
and interest will be made in the Specified Currency. If the
Specified Currency is unavailable due to the imposition of
exchange controls or to other circumstances beyond the Company's
control, payments will be made in U.S. dollars as described on
the reverse side hereof.
Payments in U.S. dollars of interest on this Note (other
than interest payable at the Maturity Date or upon earlier
redemption or repayment) will be made by mailing a check to the
Holder at the address of the Holder appearing in the security
register on the applicable record date. Principal and interest
payable in U.S. dollars at the Maturity Date or upon earlier
redemption or repayment in respect of this Note will be paid in
immediately available funds upon surrender of this Note
accompanied by wire transfer instructions at the principal office
of the Paying Agent in the City of New York. Payments in a
Specified Currency other than U.S. dollars of interest and
principal on this Note will be made by wire transfer to an
account with a bank located in the country issuing the Specified
Currency (or with respect to Notes denominated in European
Currency Units, or "ECUs," Brussels), as shall have been
designated by filing the appropriate information with the Trustee
at its Corporate Trust Office at least 15 days prior to the
Interest Payment Date or Maturity Date, as the case may be, by
the Holder, provided that, in the case of payment of principal of
(and premium, if any) and any interest due at the Maturity Date,
the Note is presented to the Paying Agent in time for the Paying
Agent to make such payments in such funds in accordance with its
normal procedures.
If the registered owner of this Note (as indicated above) is
the Depositary or a nominee of the Depositary, this Note is a
global Note and the following legend is applicable except as
specified on the reverse hereof: THIS GLOBAL NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY 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 OF THE DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set
forth at this place.
This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have
been manually signed by or on behalf of the Trustee under the
Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, CBI Industries, Inc. has caused this
instrument to be signed in its name by the facsimile signatures
of its duly authorized officers, and has caused a facsimile of
its corporate seal to be affixed hereunto or imprinted hereon.
Dated: CBI INDUSTRIES, INC.
By: /S/ G.L. Schueppert
(Corporate Seal)
Attest:
By: /S/ R.K. Doty
Trustee's Certificate of Authentication
This is one of the Securities of the
series described herein and referred
to in the within-mentioned Indenture.
Chemical Bank, As Trustee
By:______________________________
Authorized Officer
[REVERSE SIDE OF SECURITIES]
CBI INDUSTRIES, INC.
MEDIUM-TERM NOTE, SERIES A
Section 1. General. This Note is one of a duly authorized
issue of debentures, notes, bonds or other evidences of
indebtedness of the Company (herein called the "Securities"), of
the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture, dated as of March 1, 1994,
between the Company and Chemical Bank, as Trustee (the
"Indenture"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the
Notes. The Securities 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, if
any, at different rates, may be subject to different redemption
provisions, if any, may be subject to different sinking, purchase
or analogous funds, if any, and may otherwise vary as in the
Indenture provided. This Note is one of a series designated as
"Medium-Term Notes, Series A" of the Company, limited in
aggregate principal amount to U.S. $100,000,000, or its
equivalent at the time of issue in foreign currencies or currency
units, or in such lesser amount as may be reduced by the sale of
Securities of another series. References herein to "Notes" shall
mean the Notes of said Series A.
Section 2. Payments. (a) Interest on this Note will be
payable monthly, quarterly, semiannually or annually (the
"Interest Payment Period") as shown on the face hereof. Except
as provided below or on the face hereof, the date or dates on
which interest will be payable (each an "Interest Payment Date")
will be, if this Note has a daily, weekly or monthly Interest
Reset Date, the third Wednesday of each month; if this Note has a
quarterly Interest Reset Date, the third Wednesday of March,
June, September and December of each year; if this Note has a
semiannual Interest Reset Date, the third Wednesday of each of
the two months of each year specified on the face hereof; and if
this Note has an annual Interest Reset Date, the third Wednesday
of one month of each year specified on the face hereof. Unless
otherwise specified on the face hereof, if any Interest Reset
Date for this Note would otherwise be a day that is not a
Business Day, such Interest Payment Date shall be postponed to
the next day that is a Business Day except that, if the Base Rate
indicated on the face of this Note is LIBOR and if such Business
Day is in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding Business Day.
The rate of interest on this Note will be reset daily,
weekly, monthly, quarterly, semiannually or annually (an
"Interest Reset Date"), as specified on the face hereof. Unless
otherwise specified on the face hereof, the Interest Reset Date
will be, if the rate of interest on this Note resets daily, each
Business Day; if the rate of interest on this Note (other than
Treasury Rate Notes) resets weekly, Wednesday of each week; in
the case of Treasury Rate Notes that reset weekly, Tuesday of
each week (except as provided below); if the rate of interest on
this Note resets monthly, the third Wednesday of each month (with
the exception of monthly reset 11th District Cost of Funds Rate
Notes, which will reset on the first calendar day of the month);
if the rate of interest on this Note resets quarterly, the third
Wednesday of March, June, September and December; if the rate of
interest on this Note resets semiannually, the third Wednesday of
each of the two months of each year specified on the face hereof;
and if the rate of interest on this Note resets annually, the
third Wednesday of the month of each year specified on the face
hereof. If any Interest Reset Date for this Note would otherwise
be a day that is not a Business Day, such Interest Reset Date
shall be postponed to the next succeeding Business Day, except
that if the Base Rate indicated on the face of this Note is LIBOR
and such Business Day is in the next succeeding calendar month,
such Interest Reset Date shall be the next preceding Business
Day. If the Base Rate indicated on the face of this Note is the
Treasury Rate and if an auction of Treasury bills (as hereinafter
defined) falls on a day that is an Interest Reset Date for this
Note, the Interest Reset Date shall be the following day that is
a Business Day.
As used herein, "Business Day" means any Monday, Tuesday,
Wednesday, Thursday or Friday that in The City of New York is not
a day on which banking institutions are authorized or required by
law, regulation, or executive order to close and, with respect to
Notes as to which LIBOR is an applicable Base Rate, is also a
London Business Day. As used herein, "London Business Day" means
any day (a) on which dealings in deposits in the Specified
Currency are transacted in the London interbank market, (b) if
the Indexed Currency is other than the ECU, on which dealings in
deposits in such Indexed Currency are transacted in the London
interbank market or (c) if the Indexed Currency is the ECU, that
is not designated as an ECU Non-Settlement Day by the ECU Banking
Association in Paris or otherwise generally regarded in the ECU
interbank market as a day on which payments on ECUs shall not be
made.
(b) If this Note is denominated in other than U.S. dollars
and if the Holder has made the election described in paragraph
(c) below, payment in respect of this Note shall be made in U.S.
dollars based on the highest indicated bid quotation for the
purchase of U.S. dollars for the Specified Currency obtained by
the Currency Determination Agent at approximately 11:00 A.M., New
York City time, on the Second Business Day next preceding the
applicable payment date (the "Conversion Date") from the bank
composite or multi-contributor pages of the Quoting Source for
three (or two if three are not available) major banks in The City
of New York. The first three (or two) such banks selected by the
Currency Determination Agent which are offering quotes on the
Quoting Source will be used. If fewer than two such bid
quotations are available at 11:00 A.M., New York City time, on
the second Business Day next preceding the applicable payment
date, such payment will be based on the noon buying rate in the
City of New York for cable transfers for such Specified Currency
as certified for customs purposes by the Federal Reserve Bank of
New York (the "Market Exchange Rate") as of the second Business
Day next preceding the applicable payment date. If the Market
Exchange Rate for such date is not then available, such payment
will be made in the Specified Currency, unless such Specified
Currency is unavailable due to the imposition of exchange
controls or to other circumstances beyond the Company's control,
in which case payment will be made as described in paragraph (d)
below. As used herein, the "Quoting Source" means Reuters
Monitor Foreign Exchange Service, or if the Currency
Determination Agent determines that such service is not
available, Telerate Monitor Foreign Exchange Service, or if the
Currency Determination Agent determines that neither service is
available, such comparable display or other comparable manner of
obtaining quotations as shall be agreed between the Company and
the Currency Determination Agent. All currency exchange costs
associated with any payment in U.S. dollars on this Note shall be
borne by the Holder hereof by deductions from such payments.
(c) If this Note is denominated in other than U.S.
dollars, the Holder of this Note may elect to receive all such
payments in U.S. dollars as described in paragraph (b) above by
delivery of a written request to the Paying Agent at its
principal office in The City of New York, New York, which must be
received by the Paying Agent on or prior to the applicable record
date or at least 15 calendar days prior to the Maturity Date, as
the case may be. Such election shall remain in effect unless and
until revoked by written notice to the Paying Agent, but the
Paying Agent must receive written notice of any such revocation
on or prior to the applicable record date or at least 15 calendar
days prior to the Maturity Date, as the case may be (but no such
revocation may be made with respect to payments made on this Note
if an Event of Default has occurred with respect hereto or upon
the giving of a notice of redemption). In the absence of
manifest error, all determinations by the Currency Determination
Agent shall be final and binding on the Company and the Holder of
this Note.
(d) If payment of this Note is required to be made in a
Specified Currency (e.g. ECUs) other than U.S. dollars and on a
payment date with respect to this Note such currency is
unavailable, in the good faith judgment of the Company, due to
the imposition of exchange controls or other circumstances beyond
the Company's control, then all payments in respect of this Note
shall be made in U.S. dollars until such currency unit is again
available. Any payment made under such circumstances in U.S.
dollars where the required payment is in a Specified Currency
other than U.S. dollars will not constitute an Event of Default
under the Indenture. The amount of each payment of U.S. dollars
shall be computed on the basis of the equivalent of the currency
unit in U.S. dollars, which shall be determined by the Currency
Determination Agent on the following basis. The component
currencies of the currency unit for this purpose (the "Component
Currencies") shall be the currency amounts that were components
of the currency unit as of the Conversion Date. The equivalent
of the currency unit in U.S. dollars shall be calculated by
aggregating the U.S. dollar equivalents of the Component
Currencies. The U.S. dollar equivalent of each of the Component
Currencies shall be determined by the Currency Determination
Agent on the basis of the Market Exchange Rate for each such
Component Currency that is available as of the third Business Day
prior to the date on which the relevant payment is due and for
each such Component Currency that is unavailable, if any, as of
the Conversion Date for such Component Currency.
If the official unit of any Component Currency is altered by
way of combination or subdivision, the number of units of that
currency as a Component Currency shall be divided or multiplied
in the same proportion. If two or more Component Currencies are
consolidated into a single currency, the amounts of those
currencies as Component Currencies shall be replaced by an amount
in such single currency equal to the sum of the amounts of the
consolidated Component Currencies expressed in such single
currency. If any Component Currency is divided into two or more
currencies, the amount of the original Component Currency shall
be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original
Component Currency.
All determinations referred to above made by the Currency
Determination Agent shall be at its sole discretion (except to
the extent expressly provided herein or on the face hereof that
any determination is subject to approval by the Company) and, in
the absence of manifest error, shall be conclusive for all
purposes and binding on the Holder of this Note and the Company,
and the Currency Determination Agent shall have no liability
therefor.
(e) Interest payments on each Interest Payment Date for
this Note (except if the rate of interest on this Note resets
daily or weekly) will include accrued interest from and including
the Original Issue Date or from and including the last date in
respect of which interest has been paid, as the case may be, to,
but excluding, such Interest Payment Date or Maturity Date. If
the rate of interest on this Note resets daily or weekly,
interest payments will include accrued interest from and
including the Original Issue Date or from and including the last
date in respect of which interest has been paid, as the case may
be, to and including the regular record date immediately
preceding the applicable Interest Payment Date, except that at
the Maturity Date the interest payments will include accrued
interest from and including the Issue Date, or from and including
the last date in respect of which interest has been paid, as the
case may be, to, but excluding, the Maturity Date.
Accrued interest shall be calculated by multiplying the
principal amount of this Note by an accrued interest factor.
Such accrued interest factor will be computed by adding the
interest factors calculated for each day in the period for which
accrued interest is being calculated. Unless otherwise set forth
on the face hereof, the interest factor (rounded upward, if
necessary, to the next higher one hundred-thousandth of a
percent) for each such day is computed by dividing the interest
rate applicable to such day by 360, if the Base Rate indicated on
the face hereof is the Commercial Paper Rate, the Federal Funds
Rate, the CD Rate, the Prime Rate, the 11th District Cost of
Funds Rate or LIBOR or by the actual number of days in the year,
if the Base Rate indicated on the face hereof is the Treasury
Rate or the CMT Rate, or by 365 days if the Base Rate on the face
hereof is the Kenny Rate. The interest rate applicable to any
date that is an Interest Reset Date is the interest rate for such
Interest Reset Date. The interest rate applicable to any other
day is the interest rate for the immediately preceding Interest
Reset Date (or, if none, the Initial Interest Rate, as described
below). 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. In addition, the interest rate hereon shall in no event
be higher than the maximum interest rate permitted by New York
law as the same may be modified by United States law of general
application.
(f) The interest rate in effect with respect to this Note
from the Issue Date to the first Interest Reset Date (the
"Initial Interest Rate") will be specified on the face hereof.
The interest rate for each subsequent Interest Reset Date will be
determined by the Calculation Agent as follows:
Determination of Commercial Paper Rate. If the Base
Rate is the Commercial Paper Rate as indicated on the face
hereof, the "Commercial Paper Rate" for each Interest Reset
Date will be determined by the Calculation Agent as of the
second Business Day prior to such Interest Reset Date (a
"Commercial Paper Interest Determination Date") and shall be
the Money Market Yield (as defined below) on such date of
the rate for commercial paper having the Index Maturity as
indicated on the face hereof, as such rate shall be
published by the Board of Governors of the Federal Reserve
System in "Statistical Release H.15(519), Selected Interest
Rates", or any successor publication ("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 (as defined below), then the Commercial
Paper Rate shall be the Money Market Yield on such
Commercial Paper Interest Determination Date of the rate for
commercial paper of the specified Index Maturity 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 "Commercial Paper." If by 3:00 P.M., New
York City time, on such Calculation Date such rate is not
yet published in Composite Quotations, then the Commercial
Paper Rate for such Commercial Paper Interest Determination
Date 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 Commercial Paper Interest Determination Date of
three leading dealers of commercial paper in The City of New
York selected by the Calculation Agent for commercial paper
of the specified Index Maturity, placed for an industrial
issuer whose bond rating is "AA", or the equivalent, from a
nationally recognized securities rating agency; provided,
however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting offered rates as mentioned
in this sentence, the Commercial Paper Rate with respect to
such Commercial Paper Interest Determination Date will be
the Commercial Paper Rate in effect on such Commercial Paper
Interest Determination Date.
"Money Market Yield" shall be a 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.
The Calculation Date pertaining to a Commercial Paper
Interest Determination Date shall be the earlier of (i) the
tenth calendar day after such Commercial Paper Interest
Determination Date or, if such day is not a Business Day,
the next succeeding Business Day, or (ii) the Business Day
preceding the applicable Interest Payment Date or Maturity
Date, as the case may be.
The interest rate for each such Interest Reset Date
shall be the Commercial Paper Rate applicable to such
Interest Reset Date plus or minus the Spread and/or
multiplied by the Spread Multiplier, as indicated on the
face hereof; however, 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 and the
interest rate in effect for the 10 days immediately prior to
the Maturity Date or earlier redemption or repayment will be
that in effect on the tenth day preceding such Maturity Date
or earlier redemption or repayment. If an Interest Reset
Date would otherwise be a day that is not a Business Day,
the Interest Reset Date shall be postponed to the next day
that is a Business Day.
Determination of Federal Funds Rate. If the Base Rate
is the Federal Funds Rate as indicated on the face hereof,
the "Federal Funds Rate" means, with respect to any Federal
Funds Interest Determination Date, 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 Federal Funds Interest Determination Date, the
Federal Funds Rate will be the rate on such Federal Funds
Interest Determination Date as published in the Composite
Quotations under the heading "Federal Funds/Effective Rate."
If such rate is not yet published in either H.15(519) or the
Composite Quotations by 3:00 P.M., New York City time, on
the Calculation Date pertaining to such Federal Funds
Interest Determination Date, the Federal Funds Rate for such
Federal Funds 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 9:00 A.M., New York City time, on such Federal
Funds Interest Determination Date, arranged by three leading
brokers of 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 set forth above, the Federal Funds
Rate with respect to such Federal Funds Interest
Determination Date will be the Federal Funds Rate in effect
on such Federal Funds Interest Determination Date.
The Federal Funds Interest Determination Date shall be
the second Business Day prior to such Interest Reset Date.
The Calculation Date pertaining to a Federal Funds Interest
Determination Date shall be the earlier of (i) the tenth
calendar day after such Federal Funds Interest Determination
Date or, if such day is not a Business Day, the next
succeeding Business Day, or (ii) the Business Day preceding
the applicable Interest Payment Date or Maturity Date, as
the case may be.
The interest rate for each such Interest Reset Date
shall be the Federal Funds Rate plus or minus the Spread
and/or multiplied by the Spread Multiplier as indicated on
the face hereof; provided, however, the interest rate in
effect for the period from the Issue Date to the first
Interest Reset Date will be the Initial Interest Rate and
the interest rate in effect for the 10 days immediately
prior to the Maturity Date or earlier redemption or
repayment will be that in effect on the tenth day preceding
such Maturity Date or earlier redemption or repayment. If
an Interest Reset Date would otherwise be a day that is not
a Business Day, the Interest Reset Date shall be postponed
to the next day that is a Business Day.
Determination of CD Rate. If the Base Rate is the CD
Rate as indicated on the face hereof, the "CD Rate" means,
with respect to any CD Rate Interest Determination Date, the
rate on such date for negotiable certificates of deposit
having the Index Maturity as designated on the face hereof
as published in 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 CD
Rate Interest Determination Date, the CD Rate will be the
rate on such CD Rate Interest Determination Date for
negotiable certificates of deposit of the Index Maturity
designated on the face hereof as published by the Federal
Reserve Bank of New York in the Composite Quotations under
the heading "Certificates of Deposit." If such rate is not
yet published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such CD Rate Interest
Determination Date, the CD Rate for such CD Rate Interest
Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the secondary
market offered rates as of 10:00 A.M., New York City time,
on such CD Rate Interest Determination Date, for
certificates of deposit in the denomination of $5,000,000
with a remaining maturity closest to the Index Maturity
designated 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 set forth above, the CD
Rate with respect to such CD Rate Interest Determination
Date will be the CD Rate in effect on such CD Rate Interest
Determination Date.
The CD Rate Interest Determination Date shall be the
second Business Day prior to such Interest Reset Date. The
Calculation Date pertaining to a CD Rate Interest
Determination Date shall be the earlier of (i) the tenth
calendar day after such CD Rate Interest Determination Date
or, if such day is not a Business Day, the next succeeding
Business Day, or (ii) the Business Day preceding the
applicable Interest Payment Date or Maturity Date, as the
case may be.
The interest rate for each such Interest Reset Date
shall be the CD Rate plus or minus the Spread and/or
multiplied by the Spread Multiplier as indicated on the face
hereof; provided, however, the interest rate in effect for
the period from the Issue Date to the first Interest Reset
Date will be the Initial Interest Rate and the interest rate
in effect for the 10 days immediately prior to the Maturity
Date or earlier redemption or repayment will be that in
effect on the tenth day preceding such Maturity Date or
earlier redemption or repayment. If an Interest Reset Date
would otherwise be a day that is not a Business Day, the
Interest Reset Date shall be postponed to the next day that
is a Business Day.
Determination of 11th District Cost of Funds Rate. If
the Base Rate is the 11th District Cost of Funds Rate as
indicated on the face hereof, the "11th District Cost of
Funds Rate" means, with respect to any 11th District Cost of
Funds Interest Determination Date, the rate equal to the
monthly weighted average cost of funds for the calendar
month preceding such 11th District Cost of Funds Interest
Determination Date as set forth under the caption "11th
District" on Telerate Page 7058 as of 11:00 A.M., San
Francisco time, on such 11th District Cost of Funds Interest
Determination Date. If such rate does not appear on
Telerate Page 7058 on any related 11th District Cost of
Funds Interest Determination Date, the 11th District Cost of
Funds Rate for such 11th District Cost of Funds Interest
Determination Date shall be the monthly weighted average
cost of funds paid by member institutions of the Eleventh
Federal Home Loan Bank District that was most recently
announced (the "Index") by the Federal Home Loan Bank of San
Francisco (the "FHLB of San Francisco") as such cost of
funds for the calendar month preceding the date of such
announcement. If the FHLB of San Francisco fails to
announce such rate for the calendar month next preceding
such 11th District Cost of Funds Interest Determination
Date, then the 11th District Cost of Funds Rate for such
11th District Cost of Funds Interest Determination Date will
be the 11th District Cost of Funds Rate then in effect on
such 11th District Cost of Funds Interest Determination
Date.
The 11th District Cost of Funds Interest Determination
Date shall be the last business day of the month immediately
preceding such Interest Reset Date on which the FHLB of San
Francisco publishes the Index. The Calculation Date
pertaining to an 11th District Cost of Funds Interest
Determination Date shall be the earlier of (i) the tenth
calendar day after such 11th District Cost of Funds Interest
Determination Date or, if such day is not a Business Day,
the next succeeding Business Day, or (ii) the Business Day
preceding the applicable Interest Payment Date or Maturity
Date, as the case may be.
The interest rate for each such Interest Reset Date
shall be the 11th District Cost of Funds Rate plus or minus
the Spread and/or multiplied by the Spread Multiplier as
indicated on the face hereof; provided, however, the
interest rate in effect for the period from the Issue Date
to the first Interest Reset Date will be the Initial
Interest Rate and the interest rate in effect for the 10
days immediately prior to the Maturity Date or earlier
redemption or repayment will be that in effect on the tenth
day preceding such Maturity Date or earlier redemption or
repayment. If an Interest Reset Date would otherwise be a
day that is not a Business Day, the Interest Reset Date
shall be postponed to the next day that is a Business Day.
Determination of Kenny Rate. If the Base Rate is the
Kenny Rate as indicated on the face hereof, the "Kenny Rate"
means, with respect to any Kenny Rate Interest Determination
Date, the high grade weekly index (the "Weekly Index") on
such date made available by Kenny Information Systems
("Kenny") to the Calculation Agent. The Weekly Index is,
and shall be, based upon 30 day yield evaluations at par of
bonds, the interest on which is exempt from Federal income
taxation under the Internal Revenue Code of 1986, as
amended, of not less than five high grade component issuers
selected by Kenny which shall include, without limitation,
issuers of general obligation bonds. The specific issuers
included among the component issuers may be changed from
time to time by Kenny in its discretion. The bonds on which
the Weekly Index is based shall not include any bonds on
which the interest is subject to a minimum tax or similar
tax under the Internal Revenue Code of 1986, as amended,
unless all tax-exempt bonds are subject to such tax. In the
event Kenny ceases to make available such Weekly Index, a
successor indexing agent will be selected by the Calculation
Agent, such index to reflect the prevailing rate for bonds
rated in the highest short-term rating category by Moody's
Investors Service, Inc. and Standard & Poor's Corporation in
respect of issuers most closely resembling the high grade
component issuers selected by Kenny for its Weekly Index,
the interest on which is (A) variable on a weekly basis, (B)
exempt from Federal income taxation under the Internal
Revenue Code of 1986, as amended, and (c) not subject to a
minimum tax or similar tax under the Internal Revenue Code
of 1986, as amended, unless all tax-exempt bonds are subject
to such tax. If such successor indexing agent is not
available, the rate for any Kenny Rate Interest
Determination Date shall be 60.4% of the rate determined if
the Treasury Rate option had been originally selected.
The Kenny Rate Interest Determination Date shall be the
second Business Day prior to such Interest Reset Date. The
Calculation Date pertaining to a Kenny Rate Interest
Determination Date shall be the earlier of (i) the tenth
calendar day after such Kenny Rate Interest Determination
Date or, if such day is not a Business Day, the next
succeeding Business Day, or (ii) the Business Day preceding
the applicable Interest Payment Date or Maturity Date, as
the case may be.
The interest rate for each such Interest Reset Date
shall be the Kenny Rate plus or minus the Spread and/or
multiplied by the Spread Multiplier as indicated on the face
hereof; provided, however, the interest rate in effect for
the period from the Issue Date to the first Interest Reset
Date will be the Initial Interest Rate and the interest rate
in effect for the 10 days immediately prior to the Maturity
Date or earlier redemption or repayment will be that in
effect on the tenth day preceding such Maturity Date or
earlier redemption or repayment. If an Interest Reset Date
would otherwise be a day that is not a Business Day, the
Interest Reset Date shall be postponed to the next day that
is a Business Day.
Determination of LIBOR. If the Base Rate is LIBOR as
indicated on the face hereof, "LIBOR" for each such Interest
Reset Date will be determined as follows:
(i) On the second London Business Day prior to the
Interest Reset Date (a "LIBOR Interest
Determination Date") relating to a LIBOR Note,
either, as specified on the face hereof: (a) if
"LIBOR Reuters" is specified on the face hereof,
the arithmetic mean of the offered rates for
deposits in the Designated LIBOR Currency having
the Index Maturity specified on the face hereof,
commencing on the second London Business Day
immediately following the LIBOR Interest
Determination Date, which appear on the Reuters
Screen LIBO Page as of 11:00 A.M., London time, on
the LIBOR Interest Determination Date, if at least
two such offered rates appear on the Reuters
Screen LIBO Page ("LIBOR Reuters"), or (b) if
"LIBOR Telerate" is specified on the face hereof,
the rate for deposits in the Designated LIBOR
Currency having the Index Maturity specified on
the face hereof, commencing on the second London
Business Day immediately following such LIBOR
Interest Determination Date, that appears on the
Telerate Page 3750 as of 11:00 A.M., London time,
on that LIBOR Interest Determination Date ("LIBOR
Telerate"). Unless otherwise indicated on the
face hereof, "Reuters Screen LIBO Page" 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). "Telerate Page 3750" means
the display designated as page "3750" on the
Telerate Service (or such other page as may
replace the 3750 page on that service or such
other service or services as may be nominated by
the British Bankers' Association (the
"Association") for the purpose of displaying
London interbank offered rates for U.S. dollar
deposits). In the case where (a) above applies,
if fewer than two offered rates appear on the
Reuters Screen LIBO Page, LIBOR in respect of that
Interest Reset Date will be determined as if the
parties had specified the rate described in (ii)
below (unless the specified Reuters Screen LIBO
Page by its terms provides only for a single rate,
in which case such single rate shall be used), or,
in the case where (b) above applies if no rate
appears on the Telerate Page 3750, as applicable,
LIBOR in respect of that Interest Reset Date will
be determined as if the parties had specified the
rate described in (ii) below.
(ii) With respect to any LIBOR Interest Determination
Date on which this provision applies, the
Calculation Agent will request the principal
London office of each of four major banks in the
London interbank market selected by the
Calculation Agent to provide the Calculation Agent
with its offered rate quotation for deposits in
the Designated LIBOR Currency for the period of
the Index Maturity specified on the face hereof,
commencing on the second London Business Day
immediately following such LIBOR Interest
Determination Date, to prime banks in the London
interbank market as of 11:00 A.M., London time, on
such LIBOR Interest Determination Date and in a
principal amount that is representative for a
single transaction in such Designated LIBOR
Currency in such market at such time. If at least
two such quotations are provided, LIBOR for such
LIBOR Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than
two quotations are provided, LIBOR for such LIBOR
Interest Determination Date will be the arithmetic
mean of the rates quoted as of 11:00 A.M. in the
applicable Principal Financial Center, on such
LIBOR Interest Determination Date by three major
banks in such Principal Financial Center selected
by the Calculation Agent for loans in the
Designated LIBOR Currency to leading banks having
the specified Index Maturity designated on the
face hereof in a principal amount that is
representative for a single transaction in such
Designated LIBOR Currency in such market at such
time; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, LIBOR
determined on such LIBOR Interest Determination
Date will be LIBOR then in effect on such LIBOR
Interest Determination Date.
The Calculation Date pertaining to a LIBOR Interest
Determination Date shall be the earlier of (i) the tenth
calendar day after the LIBOR Interest Determination Date or,
if such day is not a Business Day, the next succeeding
Business Day, or (ii) the Business Day preceding the
applicable Interest Payment Date or Maturity Date, as the
case may be.
The interest rate for each such Interest Reset Date
shall be LIBOR plus or minus the Spread and/or multiplied by
the Spread Multiplier as indicated on the face hereof;
provided, however, the interest rate in effect for the
period from the Issue Date to the first Interest Reset Date
will be the Initial Interest Rate and the interest rate in
effect for the 10 days immediately prior to the Maturity
Date or earlier redemption or repayment will be that in
effect on the tenth day preceding such Maturity Date or
earlier redemption or repayment. If an Interest Reset Date
would otherwise be a day that is not a Business Day, the
Interest Reset Date shall be postponed to the next day that
is a Business Day, except that, in the case of a LIBOR Note,
if such Business Day is in the next succeeding calendar
month, such Interest Reset Date shall be the immediately
preceding Business Day.
"Designated LIBOR Currency" means, as with respect to
any LIBOR Note, the currency (including a composite
currency), if any, designated on this Note and the
applicable Pricing Supplement as the Designated LIBOR
Currency. If no such currency is designated on this Note
and the applicable Pricing Supplement, the Designated LIBOR
Currency shall be U.S. dollars.
"Principal Financial Center" means, as with respect to
any LIBOR Note, unless otherwise specified in this Note and
the applicable Pricing Supplement, the capital city of the
country that issues as its legal tender the Designated LIBOR
Currency of this Note, except that with respect to U.S.
dollars and ECUs, the Principal Financial Center shall be
the City of New York and Brussels, respectively.
Determination of Prime Rate. If the Base Rate is the
Prime Rate as indicated on the face hereof, the "Prime Rate"
means, with respect to any Prime Rate Interest Determination
Date, 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 pertaining to such Prime Rate Interest
Determination Date, the Prime Rate will be calculated by the
Calculation Agent and will be the arithmetic mean of the
rates of interest publicly announced by each bank named on
the Reuters Screen NYMF Page (as defined below) as such
bank's prime rate or base lending rate as in effect for such
Prime Rate Interest Determination Date as quoted on the
Reuters Screen NYMF Page on such Prime Rate Interest
Determination Date, or, if fewer than four such rates appear
on the Reuters Screen NYMF Page for such Prime Rate 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 Prime Rate Interest Determination Date by at least
two of the three major money center banks in The City of New
York selected by the Calculation Agent from which quotations
are requested. If fewer than two quotations are provided,
the Prime Rate for such Prime Rate Interest Determination
Date 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 on such date 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; provided, however, that if 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 this
sentence, the "Prime Rate" with respect to such Prime Rate
Interest Determination Date will be the interest rate
otherwise in effect on such Prime Rate Interest
Determination Date. "Reuters Screen NYMF Page" means the
display designated as page "NYMF" on the Reuters Monitor
Money Rates Service (or such other page as may replace the
page NYMF on that service for the purpose of displaying
prime rates or base lending rates of major United States
banks).
The Prime Rate Interest Determination Date shall be the
Second Business Day prior to such Interest Reset Date. The
Calculation Date pertaining to a Prime Rate Interest
Determination Date shall be the earlier of (i) the tenth
calendar day after such Prime Rate Interest Determination
Date or, if such day is not a Business Day, the next
succeeding Business Day, or (ii) the Business Day preceding
the applicable Interest Payment Date or Maturity Date, as
the case may be.
The interest rate for each such Interest Reset Date
shall be the Prime Rate plus or minus the Spread and/or
multiplied by the Spread Multiplier as indicated on the face
hereof; provided, however, the interest rate in effect for
the period from the Issue Date to the first Interest Reset
Date will be the Initial Interest Rate and the interest rate
in effect for the 10 days immediately prior to the Maturity
Date or earlier redemption or repayment will be that in
effect on the tenth day preceding such Maturity Date or
earlier redemption or repayment. If an Interest Reset Date
would otherwise be a day that is not a Business Day, the
Interest Reset Date shall be postponed to the next day that
is a Business Day.
Determination of Treasury Rate. If the Base Rate is
the Treasury Rate as indicated on the face hereof, the
"Treasury Rate" with respect to any Treasury Rate Interest
Determination Date shall be the rate for the most recent
auction of direct obligations of the United States
("Treasury bills") having the Index Maturity specified on
the Book-Entry Note representing this Treasury Rate Note as
published in H.15(519) under the heading "Treasury bills--
auction average (investment)" or, if not so published by
3:00 P.M., New York City time, on the Calculation Date
pertaining to such Treasury Rate Interest Determination
Date, the auction average rate (expressed as a bond
equivalent, rounded upwards, if necessary, to the next
higher one hundred-thousandth of a percent, 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 specified Index
Maturity are not made available by the Federal Reserve Board
or 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 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, rounded
upwards, if necessary, to the next higher one hundred-
thousandth of a percent, 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
Treasury Rate 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 applicable Index
Maturity; 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
Treasury Rate Interest Determination Date will be the
Treasury Rate in effect on such date.
The Treasury Rate Interest Determination Date shall be
the day of the week in which such Interest Reset Date falls
on which Treasury bills would usually be auctioned.
Treasury bills are usually sold at auction on Monday of each
week, unless that day is a legal holiday, in which case the
auction is usually held on the following Tuesday, except
that such auction may be held on the preceding Friday. If,
as a result of a legal holiday, an auction is so held on the
preceding Friday, such Friday will be the Treasury Rate
Interest Determination Date pertaining to the Interest Reset
Date commencing in the next succeeding week. If an auction
date shall fall on any Interest Reset Date for a Treasury
Rate Note, then such Interest Reset Date shall instead be
the first Business Day immediately following such auction
date. The Calculation Date pertaining to a Treasury Rate
Interest Determination Date will be the earlier of (i) the
tenth calendar day after such Treasury Rate Interest
Determination Date or, if such day is not a Business Day,
the next succeeding Business Day, or (ii) the Business Day
preceding the applicable Interest Payment Date or Maturity
Date, as the case may be.
The interest rate for each such Interest Reset Date
shall be the Treasury Rate plus or minus the Spread and/or
multiplied by the Spread Multiplier as indicated on the face
hereof; provided, however, the interest rate in effect for
the period from the Issue Date to the first Interest Reset
Date will be the Initial Interest Rate and the interest rate
in effect for the 10 days immediately prior to the Maturity
Date or earlier redemption or repayment will be that in
effect on the tenth day preceding such Maturity Date or
earlier redemption or repayment. If an Interest Reset Date
would otherwise be a day that is not a Business Day, the
Interest Reset Date shall be postponed to the next day that
is a Business Day.
Determination of CMT Rate. If the Base Rate is the CMT
Rate as indicated on the face hereof, the "CMT Rate" means,
with respect to any CMT Interest Determination Date, the
rate displayed for the Index Maturity designated in such CMT
Rate Note on Telerate Page 7055 for "Daily Treasury Constant
Maturities and Money Markets/Federal Reserve Board Release
H.15 Mondays approximately 3:45 p.m. EDT," for the
applicable CMT Interest Determination Date (or such other
page as may replace that page on such service for the
purpose of displaying rates or prices comparable to the CMT
Rate, as determined by the Calculation Agent). If such rate
is not so available by 3:00 P.M., New York City time, on the
applicable Calculation Date, then the CMT Rate for such CMT
Interest Determination Date shall be the bond equivalent
yield to Maturity of the arithmetic mean (as calculated by
the Calculation Agent) of the secondary market bid rates as
of 3:00 P.M. New York City time on the applicable CMT
Interest Determination Date, reported, according to their
written records, by three leading primary United States
government securities dealers in The City of New York (each,
a "Reference Dealer") selected by the Calculation Agent, for
the most recently issued direct noncallable fixed rate
Treasury Notes with an original Maturity approximately equal
to the applicable Index Maturity; provided, however, that if
the Calculation Agent is not able to obtain such quotations
from at least three such Reference Dealers, the CMT Rate
will remain the CMT Rate then in effect on such CMT Interest
Determination Date.
The CMT Interest Determination Date shall be the Second
Business Day prior to such Interest Reset Date. The
Calculation Date pertaining to a CMT Interest Determination
Date shall be the earlier of (i) the tenth calendar day
after such CMT Interest Determination Date or, if such day
is not a Business Day, the next succeeding Business Day, or
(ii) the Business Day preceding the applicable Interest
Payment Date or Maturity Date, as the case may be.
The interest rate for each such Interest Reset Date
shall be the CMT Rate plus or minus the Spread and/or
multiplied by the Spread Multiplier as indicated on the face
hereof; provided, however, the interest rate in effect for
the period from the Issue Date to the first Interest Reset
Date will be the Initial Interest Rate and the interest rate
in effect for the 10 days immediately prior to the Maturity
Date or earlier redemption or repayment will be that in
effect on the tenth day preceding such Maturity Date or
earlier redemption or repayment. If an Interest Reset Date
would otherwise be a day that is not a Business Day, the
Interest Reset Date shall be postponed to the next day that
is a Business Day.
The Trustee shall be the Calculation Agent. At the request
of the Holder hereof, the Calculation Agent will provide the
interest rate then in effect and, if determined, the interest
rate which will become effective on the next Interest Reset Date
with respect to this Note.
All percentages resulting from any calculations under 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 being rounded upward), all dollar amounts used
in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upward), and all
currency or currency unit amounts used in or resulting from any
such calculation in respect of the Notes will be rounded to the
nearest one-hundredth of a unit (with five one-thousandths being
rounded upward).
(g) Until the Notes are paid or payment thereof is duly
provided for, the Company will, at all times, maintain a paying
agent (the "Paying Agent") in The City of New York capable of
performing the duties described herein to be performed by the
Paying Agent. The Company has initially appointed the Trustee as
the Paying Agent. The Company will notify the Holders of such
Notes, in accordance with the Indenture, of any change in the
Paying Agent or its address.
Section 3. Redemption. If so specified on the face hereof,
the Company may at its option redeem this Note in whole or from
time to time in part on or after the date designated as the
Initial Redemption Date on the face hereof at prices declining
from a premium specified on the face hereof, if any, to par
together with accrued interest to the date of redemption. The
Company may exercise such option by causing a notice of such
redemption to be mailed to each Holder by first class mail,
postage prepaid, at least 30 but not more than 60 days prior to
the date of redemption. In the event of redemption of this Note
in part only, a new Note or Notes for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof. If less than all of the Notes with like
tenor and terms to this Note are to be redeemed, the Notes to be
redeemed shall be selected by the Trustee by such method as the
Trustee shall deem fair and appropriate.
Section 4. Repayment. If so specified on the face hereof,
this Note will be repayable prior to the Maturity Date at the
option of the Holder on the Optional Repayment Dates shown on the
face hereof at a price equal to 100% of the principal amount
hereof or, if this Note is a Discounted Security (as specified on
the face hereof), at the applicable Optional Repayment Price
shown on the face hereof, together with accrued interest to the
date of repayment.
Section 5. Sinking Fund. The Notes will not be subject to
any Sinking Fund.
Section 6. Original Issue Discount Notes. Notwithstanding
anything herein to the contrary, if this Note is an Original
Issue Discount Note, the amount payable in the event of
redemption or repayment, or declaration of acceleration following
an Event of Default, prior to the Maturity Date hereof in lieu of
the principal amount due at the Maturity Date hereof shall be the
Amortized Face Amount of this Note as of the redemption date, the
date of repayment, or the date of declaration of acceleration, as
the case may be. The "Amortized Face Amount" of this Note shall
be the amount equal to (a) the Issue Price (as set forth on the
face hereof) plus (b) that portion of the difference between the
Issue Price and the principal amount hereof that has accrued at
the Yield to Maturity (as set forth on the face hereof) (computed
in accordance with generally accepted United States bond yield
computation principles) at the date as of which the Amortized
Face Amount is calculated but in no event shall the Amortized
Face Amount of this Note exceed its principal amount.
Section 7. Events of Default. In case an Event of Default,
as defined in the Indenture, with respect to the Notes shall have
occurred and be continuing, the Trustee or Holders of at least
25% in principal amount of the Notes outstanding may declare the
principal amount of all the Notes, and upon such declaration such
principal amount of all the Notes, shall become, due and payable,
in the manner, with the effect and subject to the conditions
provided in the Indenture.
Section 8. Modifications and Waivers. The Indenture
contains provisions permitting the Company and the Trustee, with
the written consent of the Holders of not less than a majority in
aggregate principal amount of the Debt Securities of each series
affected (all such Holders voting as a single class) (which
Holders, in the case of a Global Security, shall be the
Depositary appointed by the Company as the Holder of the Global
Security which represents the Debt Securities), evidenced as in
the Indenture provided, to execute supplemental indentures adding
any provisions to or changing in any manner or eliminating any of
the provisions of the Indenture or any supplemental indenture or
modifying in any manner the rights of the Holders of Debt
Securities of such series; provided, however, that no such
supplemental indenture shall (i) change the fixed maturity of any
Debt Securities or reduce the principal amount thereof, reduce
the redemption premium thereon or reduce the rate or extend the
time of payment of interest thereon, without the consent of the
Holder of each Security so affected, or (ii) reduce the aforesaid
percentage of Debt Securities of any series, the consent of the
Holders of which is required for any such supplemental indenture
or for any waiver of default under the Indenture with respect to
the Debt Securities of such series, without the consent of the
Holders of all the Debt Securities of each series so affected.
It is also provided in the Indenture that the Holders of a
majority in aggregate principal amount of the Debt Securities of
any series may on behalf of all the Holders of the Debt
Securities of such series waive compliance with certain covenants
with respect to the Debt Securities of such series or waive any
past default with respect to the Debt Securities of such series
except a default (i) in the payment of the principal of, premium,
if any, or interest on any Debt Securities or in the payment of
any sinking fund installment or analogous obligation, if any is
required, or (ii) a default in respect of a covenant or provision
of the Indenture which cannot be modified or amended without the
consent of the Holder of each Debt Security of such series
affected.
Any such consent or waiver by the Holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders and
owners of this Note and of any Note which may be issued upon the
registration for transfer hereof or in exchange or substitution
herefor, irrespective of whether or not any notation of such
consent or waiver is made upon this Note or such other Notes.
No reference herein to the Indenture and no reference to any
provision of this Note or of the Indenture shall alter or impair
the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and
interest, if any, on this Note at the place, at the respective
times, at the rate and in the currency herein prescribed.
Section 9. Authorized Denominations. Notes are issuable in
registered form without coupons in the minimum denomination of
$1,000, or the equivalent thereof in the Specified Currency, and
in any larger amount that is an integral multiple of $1,000.
Notes may be exchanged by the Holder hereof without charge except
for any tax or other governmental charge imposed in connection
therewith, for a like aggregate principal amount of Notes of
other authorized denominations in the manner and subject to the
limitations provided in the Indenture at the office or agency to
be maintained by the Company in The City of New York, New York,
or at such other location or locations as may be provided for in
the Indenture.
Section 10. Registration of Transfer. Upon due presentment
for registration of transfer of this Note at the office or agency
of the Company in The City of New York, New York, one or more new
Notes of authorized denominations, for an equal aggregate
principal amount, will be issued to the transferee in exchange
therefor subject to the limitations provided in the Indenture,
without charge except for any tax or other governmental charge
imposed in connection therewith.
If this Note is a global Note (as specified on the face
hereof), this Note is exchangeable only if (w) the Depositary
notifies the Company and the Trustee in writing that it is
unwilling or unable to continue as Depositary for this global
Note or if at any time the Depositary ceases to be a clearing
agency registered under the Securities Exchange Act of 1934, as
amended, and a successor Depositary is not appointed by the
Company within 90 days, (x) the Company in its sole discretion
determines that this Note shall be exchangeable for certificated
Notes in registered form and delivers to the Trustee a written
order as described in the Indenture that this Note shall be so
exchangeable, or (y) there shall have occurred and be continuing
an Event of Default or an event which, with the lapse of time or
the giving of notice, or both, would constitute an Event of
Default with respect to the global Notes represented hereby or
(z) there shall exist such other circumstances, if any, as
specified for this purpose as contemplated by Section 301 of the
Indenture, provided that this permanent global Note shall be
surrendered by the Depositary, or such other depositary as shall
have been specified as provided in the Indenture, to the Trustee,
as the agent for such purpose, to be exchanged, in whole or in
part, for definitive Securities without charge, and the Trustee
shall authenticate and deliver, in exchange for each portion of
this permanent global Note, an equal aggregate principal amount
of definitive Securities, executed by the Company, of the same
series of authorized denominations and of like tenor as the
portion of this global Note to be exchanged, which shall be in
the form of registered Securities as provided in the Company's
written order as described in the Indenture.
Every Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, this global
Note other than pursuant to clauses (w), (x), (y) or (z) above,
shall be authenticated and delivered in the form of, and shall
be, a Global Security. Except as provided above, owners of
beneficial interests in this permanent global Note will not be
entitled to receive physical delivery of Notes in certificated
registered form and will not be considered the Holders thereof
for any purpose under the Indenture.
Section 11. Owners. Prior to due presentment for
registration of transfer of this Note, the Company, the Trustee,
any Paying Agent and the Security Registrar may deem and treat
the registered Holder hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding
any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal
hereof, and, subject to the provisions on the face hereof,
interest hereon, and for all other purposes, and neither the
Company nor the Trustee nor any Paying Agent nor any Security
Registrar shall be affected by any notice to the contrary.
Section 12. No Recourse Against Certain Persons. No
recourse shall be had for the payment of the principal (or
premium, if any) or the interest on this Note, or for any claim
based hereon, or otherwise in respect thereof, or based on or in
respect of the Indenture or any indenture supplemental thereto,
against any incorporator, stockholder, officer, director or
employee, as such, past, present or future, of 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.
Section 13. Definitions. All terms used in this Note which
are defined in the Indenture shall have the meanings assigned to
them therein.
Section 14. Governing Law. This Note shall be governed and
construed in accordance with the law of the State of New York.
OPTION TO ELECT REPAYMENT
The undersigned owner of this Note hereby irrevocably elects
to have the Company repay the principal amount of this Note or
portion hereof below designated at the Optional Repayment Price
indicated on the face hereof.
Dated:_________________ ________________________________
Signature
Sign exactly as name appears on
the front of this Security
[SIGNATURE GUARANTEE - required
only if Securities are to be
issued and delivered to the
other than the registered holder]
Principal amount to be Fill in for registration of
repaid, if amount to be Securities if to be issued
repaid is less the otherwise than to the then
principal amount of this registered holder:
Security (principal amount
remaining must be an Name: __________________________
authorized denomination) Address: ______________________
_______________________
(Please print name and
address including zip
$_________________________ code)
SOCIAL SECURITY OR OTHER TAXPAYER
ID NUMBER
________________________________
_______________________________
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 TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP
CODE OF ASSIGNEE
______________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing ________________________ attorney to
transfer said Note on the books of the Company, with full power
of substitution in the premises.
Dated: ________________________________
Signature
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.