REGISTERED SEARS ROEBUCK ACCEPTANCE CORP. REGISTERED
No. FLR- MEDIUM-TERM NOTE SERIES II [(Insert if
this is to
be a Global
Note) CUSIP]
(FLOATING RATE)
[(Insert if this is to be a Global Note) Except as otherwise
provided in Section 2.10 of the Indenture, this Note may be
transferred, in whole but not in part, only to another nominee of
the Depository or to a successor Depository or to a nominee of
such successor Depository.
Unless this Note is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York)
to the Company or its agent for registration of transfer, exchange
or payment, and any Note issued upon registration of transfer of,
or in exchange for, or in lieu of, this Note 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
hereon 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 herof, Cede & Co., has an interest herein.]
ORIGINAL ISSUE DATE: MATURITY DATE:
INITIAL INTEREST RATE: MAXIMUM RATE:
INDEX MATURITY: MINIMUM RATE:
SPREAD (plus or minus): CALCULATION AGENT:
SPREAD MULTIPLIER: REDEMPTION COMMENCEMENT DATE:
INTEREST RATE BASIS: DESIGNATED CMT MATURITY INDEX:
INTEREST PAYMENT DATES: DESIGNATED CMT TELERATE PAGE:
INTEREST RESET DATES:
REDEMPTION PRICE: IF A REDEMPTION COMMENCEMENT DATE IS SPECIFIED
ABOVE, THE REDEMPTION PRICE SHALL BE % OF THE PRINCIPAL
AMOUNT OF THIS NOTE TO BE REDEEMED AND THE REDEMPTION PRICE SHALL
DECLINE AT EACH ANNIVERSARY OF THE REDEMPTION COMMENCEMENT DATE BY
% OF THE PRINCIPAL AMOUNT OF THIS NOTE TO BE REDEEMED UNTIL
THE REDEMPTION PRICE IS % OF SUCH PRINCIPAL AMOUNT.
OTHER PROVISIONS:
Sears Roebuck Acceptance Corp., a corporation duly organized
and existing under the laws of the State of New York (herein
referred to as the "Company", which term includes any successor
corporation under the indenture hereinafter referred to), for value
received, hereby promises to pay to
or registered assigns, upon presentation and surrender of this Note
on the Maturity Date shown above (except to the extent redeemed
prior to the Maturity Date) at the office or agency of the Company
in the Borough of Manhattan of The City of New York, or, at the
option of the Holder, such office or agency, if any, maintained by
the Company in the city in which the principal executive offices of
the Company are located or the city in which the principal
corporate trust office of the Trustee is located, the principal sum
of
_____________________________ ____________________________
Principal Amount Specified Currency
and to pay interest thereon at the rate per annum equal to the
Initial Interest Rate shown above until the first Interest Reset
Date shown above and thereafter at the rate determined in
accordance with the provisions on the reverse hereof depending on
the Interest Rate Basis shown above.
This Note will bear interest from the Original Issue Date
specified above or from the most recent Interest Payment Date to
which interest on this Note has been paid or duly provided for.
Interest on this Note shall be payable on the Interest Payment
Dates and on the Maturity Date indicated above (or the date of
redemption), except that if this Note was originally issued between
a Regular Record Date and an Interest Payment Date, the first
payment of interest will be made on the Interest Payment Date
following the next succeeding Regular Record Date to the registered
Holder on such next succeeding Regular Record Date. If any
Interest Payment Date would fall on a day that is not a Business
Day, such Interest Payment Date shall be the next succeeding
Business Day (or, if the Interest Rate Basis on this Note is LIBOR,
if such day falls in the next calendar month, the next preceding
Business Day). If the Maturity Date of this Note falls on a day
that is not a Business Day, the payment of interest and principal
may be made on the next succeeding Business Day with the same force
and effect as if made at maturity, and no interest on such payment
shall accrue for the period from and after the Maturity Date.
The Regular Record Date shall be the date 15 calendar days
prior to each Interest Payment Date, whether or not such date shall
be a Business Day.
"Business Day" as used herein means each Monday, Tuesday,
Wednesday, Thursday, and Friday which is (a) not a legal holiday
for banking institutions in any of the City of Wilmington,
Delaware, the City of Chicago, The City of New York or the city in
which the principal corporate trust office of the Trustee is
located, and (b) if this Note is denominated in a currency other
than Dollars, any such day that is not a legal holiday for banking
institutions in
, and (c) if
Principal Financial Center of Country Issuing Currency
the Interest Rate Basis with respect to this Note is LIBOR, any
such day specified in (a) on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.
The principal of (and premium, if any), and interest on, this
Note is payable by the Company in the Specified Currency. Interest
payable on any Interest Payment Date (other than Defaulted
Interest) shall be payable to the person who is the registered
Holder at the close of business on the immediately preceding
Regular Record Date. Interest payable upon redemption or at
maturity (other than a redemption or maturity occurring on an
Interest Payment Date) will be paid to the same person to whom the
principal amount of this Note is payable.
Payment of principal of (and premium, if any), and interest
on, this Note (if the Holder of this Note is a Depository as
defined in the Indenture referred to on the reverse hereof or a
nominee of such a Depository) will be made in accordance with any
applicable provisions of such written agreement between the
Company, the Trustee and such Depository (or its nominee) as may be
in effect from time to time or (if the Holder of this Note holds an
aggregate principal amount of $10,000,000 or more of Notes with
respect to which such payment of principal (and premium, if any) or
interest, as applicable, is to be made on such day) will be made by
wire transfer if the Holder shall have designated in writing to the
Trustee an account with a bank located in the country issuing the
Specified Currency or such other country as shall be satisfactory
to the Company and the Trustee. If payment of interest is to be
made by wire transfer, such information must be received by the
Trustee at its corporate trust office in the Borough of Manhattan
of The City of New York on or prior to the Regular Record Date for
an Interest Payment Date. The Trustee will, subject to applicable
laws and regulations and until it receives notice to the contrary,
make such payment to such Holder by wire transfer to the designated
account. If a payment of interest is not made in accordance with
such a written agreement or by wire transfer, payment will be made
by check. Checks for payment of interest on an Interest Payment
Date will be mailed to the Holder at the address of such Holder
appearing on the Security Register on the applicable Regular Record
Date.
To receive payment of a U.S. dollar denominated Note upon
redemption or at maturity, a Holder must make presentation and
surrender of such Note on or before the Redemption Date or Maturity
Date, as applicable. Payment (other than payment in accordance
with a written agreement between the Company, the Trustee and a
Depository (or its nominee) as set forth above) will be made by
check unless proper wire instructions are on file with the Trustee
or are received at presentment. To receive payment of a Note
denominated in a Foreign Currency upon redemption or at maturity, a
Holder must make presentation and surrender not less than two
Business Days prior to the Redemption Date or Maturity Date, as
applicable. Upon presentation and surrender of a Note denominated
in a Foreign Currency at any time after the date two Business Days
prior to the Redemption Date or Maturity Date, as applicable, the
Company will pay the principal amount (and premium, if any) of such
Note, and any interest due upon redemption or at maturity (unless
the Redemption Date or Maturity Date is an Interest Payment Date),
two Business Days after such presentation and surrender.
The Company will pay any administrative costs imposed by banks
in connection with sending payments by wire transfer, but any tax,
assessment or governmental charge imposed upon payments will be
borne by the Holders of the Notes in respect of which payments are
made.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, and such further provisions
shall for all proposes have the same effect as though fully set
forth at this place.
This Note shall not be entitled to any benefit under the
Indenture referred to on the reverse hereof, or become valid or
obligatory for any purpose, until the certificate of authentication
hereon shall have been signed by or on behalf of the Trustee under
such Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated: SEARS ROEBUCK ACCEPTANCE CORP.
By
CERTIFICATE OF AUTHENTICATION
This is one of the Notes President
designated and referred to in
the within-mentioned Indenture. By
THE CHASE MANHATTAN BANK, N.A.,
as Trustee Vice President, Finance and
By Assistant Secretary
Authorized Signatory
SEARS ROEBUCK ACCEPTANCE CORP.
Medium-Term Note Series II
This Note is one of a duly authorized issue of debentures,
notes, bonds or other evidences of indebtedness of the Company
(hereinafter called the "Securities") of the series hereinafter
specified, unlimited in aggregate principal amount, all issued or
to be issued under or pursuant to an indenture dated as of May 15,
1995, executed between the Company and THE CHASE MANHATTAN BANK,
N.A., as Trustee; to which indenture and all indentures
supplemental thereto (herein collectively called the "Indenture")
reference is hereby made for a specification of the rights and
limitation of rights thereunder of the Holders of the Securities,
the rights and obligations thereunder of the Company and the
rights, duties and immunities thereunder of the Trustee. 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 covenants and defaults and may
otherwise vary as in the Indenture provided. This Note is one of a
series designated as the "Medium-Term Notes Series II" (hereinafter
referred to as the "Notes") of the Company, unlimited in aggregate
principal amount. All terms used in this Note which are defined in
the Indenture and which are not otherwise defined in this Note
shall have the meanings assigned to them in the Indenture.
For purposes of the Notes, the term "Fixed Charge Coverage and
Ownership Agreement" shall mean the Fixed Charge Coverage and
Ownership Agreement as extended by the Extension Agreement relating
to debt securities of which the Notes are a part.
This Note will bear interest at a rate per annum equal to the
Initial Interest Rate shown on the face hereof until the first
Interest Reset Date shown on the face hereof and thereafter at the
rate determined in accordance with the applicable provisions below
by reference to the Interest Rate Basis 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, specified on the face hereof, or
(ii) multiplied by the Spread Multiplier, if any, specified on the
face hereof. The rate of interest on this Note shall be reset on
each Interest Reset Date; provided, however, that the Initial
Interest Rate shall be in effect from the Original Issue Date to
the first Interest Reset Date. If any Interest Reset Date would be
a day that is not a Market Day, the Interest Reset Date shall be
postponed to the next day that is a Market Day, except that if the
Interest Rate Basis on this Note is LIBOR and if such Market Day is
in the next succeeding calendar month, such Interest Reset Date
shall be the immediately preceding Market Day. The term "Market
Day" means any day that is not a legal holiday for banking
institutions in The City of New York, except that if the Interest
Rate Basis on this Note is LIBOR, "Market Day" shall mean any such
day on which dealings in deposits in U.S. dollars are transacted in
the London interbank market.
The "Interest Determination Date" pertaining to an Interest
Reset Date, if the Interest Rate Basis for this Note is the
Commercial Paper Rate, Prime Rate, LIBOR, CD Rate or Federal Funds
Rate, shall be the second Market Day preceding such Interest Reset
Date. The "Interest Determination Date" pertaining to an Interest
Reset Date, if the Interest Rate Basis for this Note is the
Treasury Rate, shall be the day of the week in which such Interest
Reset Date falls on which Treasury bills would normally be
auctioned. Treasury bills are usually sold at auction on the
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 the
Interest Rate Basis on this Note is the Treasury Rate and, as the
result of a legal holiday, an auction is so held on the preceding
Friday, such Friday shall be the Interest Determination Date
pertaining to the Interest Reset Date occurring in the next
succeeding week. If an auction date shall fall on any Interest
Reset Date, then, if the Interest Rate Basis on this Note is the
Treasury Rate, such Interest Reset Date shall instead be the first
Market Day immediately following such auction date.
The "Calculation Date" pertaining to an Interest Determination
Date shall be the earlier of (i) the tenth day after each Interest
Determination Date or, if such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day immediately
preceding the applicable Interest Payment Date or the date of
maturity, redemption or repayment.
Determination of Commercial Paper Rate. If the Interest Rate
Basis on this Note is the Commercial Paper Rate, the Commercial
Paper Rate with respect to this Note for each Interest Reset Date
shall equal the Money Market Yield (calculated as described below)
of the per annum rate (quoted on a bank discount basis) for the
relevant Interest Determination Date for commercial paper having
the Index Maturity specified on the face hereof as such rate is
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 "Commercial Paper".
In the event that such rate is not published prior to 9:00 A.M.,
New York City time, on the relevant Calculation Date, then the
Commercial Paper Rate with respect to such Interest Reset Date
shall be the Money Market Yield of such rate on such Interest
Determination Date for commercial paper having 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" or any successor
publication published by the Federal Reserve Bank of New York
("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 either H.15(519) or Composite
Quotations, the Commercial Paper Rate with respect to such Interest
Reset Date shall be calculated by the Calculation Agent and shall
be the Money Market Yield of the arithmetic mean of the offered per
annum rates (quoted on a bank discount basis), as of 11:00 A.M.,
New York City time, on such 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 Index
Maturity specified on the face hereof placed for an industrial
issuer whose bond rating is "AA", or the equivalent, from a
nationally recognized statistical rating agency; provided, however,
that if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the
Commercial Paper Rate with respect to such Interest Reset Date
shall be the Commercial Paper Rate in effect on such Interest
Determination Date.
"Money Market Yield" means the rate for which is quoted on a
bank discount basis, a yield (expressed as a percentage) calculated
in accordance with the following formula:
Money Market Yield = D X 360 X 100
360 - (D X M)
where "D" refers to the per annum rate for a security, quoted on a
bank discount basis and expressed as a decimal; and "M" refers to
the number of days in the period for which accrued interest is
being calculated.
Determination of Prime Rate. If the Interest Rate Basis on
this Note is the Prime Rate, the Prime Rate with respect to this
Note for each Interest Reset Date shall equal the rate set forth
for the relevant Interest Determination Date in H.15(519) under the
heading "Bank Prime Loan". In the event that such rate is not
published prior to 9:00 A.M., New York City time, on the relevant
Calculation Date, then the Prime Rate with respect to such Interest
Reset Date shall be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the display
designated as page "USPRIME1" on the Reuter Monitor Money Rates
Service (or such other page as may replace the USPRIME1 page on
that service for the purpose of displaying prime rates or base
lending rates of major United States banks) ("Reuters Screen
USPRIME1 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 USPRIME1 Page on such Interest Determination Date.
If fewer than four such rates appear on the Reuters Screen USPRIME1
Page on such Interest Determination Date, the Prime Rate with
respect to such Interest Reset Date shall be the arithmetic mean of
the prime rates or base lending rates (quoted on the basis of the
actual number of days in the year divided by a 360-day year) as of
the close of business on such Interest Determination Date by three
major banks in The City of New York selected by the Calculation
Agent; provided, however, that if fewer than three banks selected
as aforesaid by the Calculation Agent are quoting as mentioned in
this sentence, the Prime Rate with respect to such Interest Reset
Date will be the Prime Rate in effect on such Interest
Determination Date.
Determination of LIBOR. If the Interest Rate Basis on this
Note is LIBOR, LIBOR with respect to this Note for each Interest
Reset Date shall be determined in accordance with the following
provisions:
(i) On the relevant Interest Determination Date, LIBOR
will be the rate for deposits in U.S. dollars having the Index
Maturity specified on the face hereof, commencing on the
second Market Day immediately following such Interest
Determination Date that appears on the display designated as
page "3750" on the Dow Jones Telerate Service (or such other
page as may replace page 3750 on that service for the purposes
of displaying London interbank offered rates of major banks)
("Telerate Page 3750") as of 11:00 A.M., London time, on such
Interest Determination Date. If such rate does not appear on
Telerate Page 3750, LIBOR with respect to such Interest Reset
Date shall be determined as described in (ii) below.
(ii) With respect to an Interest Determination Date on
which no such rate appears on Telerate Page 3750 as described
in (i) above, LIBOR shall be determined on the basis of the
rates at approximately 11:00 A.M., London time, on such
Interest Determination Date at which deposits in U.S. dollars
having the Index Maturity specified on the face hereof are
offered to prime banks in the London interbank market by four
major banks in the London interbank market selected by the
Calculation Agent commencing on the second Market Day
immediately following such Interest Determination Date and in
a principal amount equal to an amount of not less than U.S.
$1,000,000 that in the Calculation Agent's judgment is
representative for a single transaction in such market at such
time (a "Representative Amount"). The Calculation Agent shall
request the principal London office of each of such banks to
provide a quotation of its rate. If at least two such
quotations are provided, LIBOR with respect to such Interest
Reset Date shall be the arithmetic mean of such quotations.
If fewer than two quotations are provided, LIBOR with respect
to such Interest Reset Date shall be the arithmetic mean of
the rates quoted at approximately 11:00 A.M., New York City
time, on such Interest Determination Date by three major banks
in The City of New York, selected by the Calculation Agent,
for loans in U.S. dollars to leading European banks having the
Index Maturity specified on the face hereof commencing on the
Interest Reset Date and in a Representative Amount; provided,
however, that if fewer than three banks selected as aforesaid
by the Calculation Agent are quoting as mentioned in this
sentence, LIBOR with respect to such Interest Reset Date shall
be the LIBOR in effect on such Interest Determination Date.
Determination of Treasury Rate. If the Interest Rate Basis on
this Note is the Treasury Rate, the Treasury Rate with respect to
this Note for each Interest Reset Date shall equal the rate for the
auction on the relevant Interest Determination 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 "U.S. Government Securities/Treasury
Bills/Auction Average (Investment)" or, if not so published by 9:00
A.M., New York City time, on the relevant Calculation Date, the
auction average rate (expressed as a bond equivalent, on the basis
of a year of 365 or 366 days, as applicable, and applied on a daily
basis) for such auction as otherwise announced by the United States
Department of the Treasury. In the event that the results of such
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 during such week, then the Treasury Rate shall
be the rate set forth in H.15(519) for the relevant Interest
Determination Date for the Index Maturity specified on the face
hereof under the heading "U.S. Government Securities/Treasury
Bills/Secondary Market". In the event such rate is not so
published by 3:00 P.M., New York City time, on the relevant
Calculation Date, the Treasury Rate with respect to such Interest
Reset Date 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 primary United States
government securities dealers in The City of New York selected by
the Calculation Agent for the issue of Treasury bills with a
remaining maturity closest to the Index Maturity specified on the
face hereof; provided, however, that if fewer than three dealers
selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the Treasury Rate with respect to such
Interest Reset Date shall be the Treasury Rate in effect on such
Interest Determination Date.
Determination of CD Rate. If the Interest Rate Basis on this
Note is the CD Rate, the CD Rate with respect to this Note for each
Interest Reset Date shall equal the rate for the relevant Interest
Determination Date for negotiable certificates of deposit having
the Index Maturity specified on the face hereof as published in
H.15(519) under the heading "CDs (Secondary Market)". In the event
that such rate is not published prior to 9:00 A.M., New York City
time, on the relevant Calculation Date, then the CD Rate with
respect to such Interest Reset Date shall be the rate on such
Interest Determination Date for negotiable certificates of deposit
having the Index Maturity specified on the face hereof as published
in Composite Quotations under the heading "Certificates of
Deposit". If by 3:00 P.M., New York City time, on such Calculation
Date such rate is not published in either H.15(519) or Composite
Quotations, the CD Rate with respect to such Interest Reset Date
shall be calculated by the Calculation Agent and shall be the
arithmetic mean of the secondary market offered rates, as of 10:00
A.M., New York City time, on such Interest Determination Date, of
three leading nonbank dealers of negotiable U.S. dollar
certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major
United States money market banks with a remaining maturity closest
to the Index Maturity specified on the face hereof in a
denomination of U.S. $5,000,000; provided, however, that if fewer
than three dealers selected as aforesaid by the Calculation Agent
are quoting as mentioned in this sentence, the CD Rate with respect
to such Interest Reset Date shall be the CD Rate in effect on such
Interest Determination Date.
Determination of Federal Funds Rate. If the Interest Rate
Basis on this Note is the Federal Funds Rate, the Federal Funds
Rate with respect to this Note for each Interest Reset Date shall
equal the rate on the relevant Interest Determination Date for
Federal Funds as published in H.15(519) under the heading "Federal
Funds (Effective)". In the event that such rate is not published
prior to 9:00 A.M., New York City time, on the relevant Calculation
Date, then the Federal Funds Rate with respect to such Interest
Reset Date will be the rate on such Interest Determination Date as
published in Composite Quotations under the heading "Federal
Funds/Effective Rate". If by 3:00 P.M., New York City time, on
such Calculation Date such rate is not published in either
H.15(519) or Composite Quotations, the Federal Funds Rate with
respect to such Interest Reset Date shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the rates, as
of 9:00 A.M., New York City time, on such Interest Determination
Date, for the last transaction in overnight Federal Funds arranged
by three leading brokers of Federal Funds transactions in The City
of New York selected by the Calculation Agent; provided, however,
that if fewer than three brokers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the
Federal Funds Rate with respect to such Interest Reset Date shall
be the Federal Funds Rate in effect on such Interest Determination
Date.
Determination of CMT Rate. If the Interest Rate Basis on this
Note is the CMT Rate, the CMT Rate with respect to this Note for
each Interest Reset Date shall equal the rate displayed on the
Designated CMT Telerate Page under the caption "...Treasury
Constant Maturities...Federal Reserve Board Release H.15...Mondays
Approximately 3:45 P.M.," under the column for the Designated CMT
Maturity Index for (i) if the Designated CMT Telerate Page is 7055,
the rate on such Interest Determination Date and (ii) if the
Designated CMT Telerate Page is 7052, the week, or the month, as
applicable, ended immediately preceding the week in which the
related Interest Determination Date occurs. If such rate is no
longer displayed on the relevant page, or if not displayed by 3:00
P.M., New York City time, on the relevant Calculation Date, the CMT
Rate shall be such treasury constant maturity rate for the
Designated CMT Maturity Index as published in the relevant
H.15(519). If such rate is no longer published, or if not
published by 3:00 P.M., New York City time, on the relevant
Calculation Date, the CMT Rate shall be such treasury constant
maturity rate for the Designated CMT Maturity Index (or other
United States Treasury rate for the Designated CMT Maturity Index)
for the Interest Determination Date with respect to such Interest
Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States
Department of the Treasury that the Calculation Agent determines to
be comparable to the rate formerly displayed on the Designated CMT
Telerate Page and published in the relevant H.15(519). If such
information is not published by 3:00 P.M., New York City time, on
the relevant Calculation Date, the CMT Rate shall be calculated by
the Calculation Agent and will be a yield to maturity, based on the
arithmetic mean of the secondary market closing offer side prices
as of approximately 3:30 P.M., New York City time, on the Interest
Determination Date reported, according to their written records, by
three leading primary United States government securities dealers
(each, a "Reference Dealer") in The City of New York selected by
the Calculation Agent (from five such Reference Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest quotation
(or, in the event of equality, one of the lowest)), for the most
recently issued direct noncallable fixed rate obligations of the
United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining
term to maturity of not less than such Designated CMT Maturity
Index minus one year. If three or four (and not five) of such
Reference Dealers are quoting, than the CMT Rate shall be based on
the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of such quotes will be eliminated. If the
Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate shall be calculated by the Calculation
Agent and will be a yield to maturity based on the arithmetic mean
of the secondary market offer side prices as of approximately 3:30
P.M., New York City time, on the Interest Determination Date of
three Reference Dealers in The City of New York (from five such
Reference Dealers selected by the Calculation Agent and eliminating
the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality,
one of the lowest)), for Treasury Notes with an original maturity
closest to the Designated CMT Maturity Index and in an amount of at
least $100 million. If three or four (and not five) of such
Reference Dealers are quoting, than the CMT Rate shall be based on
the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of such quotes will be eliminated; provided,
however, that if fewer than three Reference Dealers selected by the
Calculation Agent are quoting, the CMT Rate shall be the CMT Rate
in effect on such CMT Interest Determination Date. If two Treasury
Notes with an original maturity as described in the second
preceding sentence have remaining terms to maturity equally close
to the Designated CMT Maturity Index, the quotes for the Treasury
Note with the shorter remaining term to maturity will be used.
Notwithstanding the foregoing, the interest rate on this Note
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.
At the request of the Holder hereof, the Calculation Agent
will provide to the Holder hereof the interest rate then in effect
and, if determined, the interest rate which will become effective
as of the next Interest Reset Date. The Calculation Agent shall
calculate the interest rate hereon in accordance with the
provisions hereof on or before each Calculation Date. The
Calculation Agent's determination of any interest rate will be
final and binding in the absence of manifest error.
Unless otherwise specified on the face of this Note, accrued
interest on this Note from the date of issue or from the last date
to which interest has been paid shall be calculated by multiplying
the face amount hereof by an accrued interest factor. Unless
otherwise specified on the face of this Note, such accrued interest
factor is computed by adding the interest factor calculated for
each day from the date of issue, or from the last date to which
interest has been paid, to but excluding the date for which accrued
interest is being calculated. Unless otherwise specified on the
face of this Note, the interest factor (expressed as a decimal,
rounded if necessary to the next higher one hundred thousandth of a
percentage point for each such day) shall be computed by dividing
the interest rate (expressed as a decimal) applicable to such date
by 360 if the Interest Rate Basis with respect to this Note is the
Commercial Paper Rate, Prime Rate, LIBOR, CD Rate or Federal Funds
Rate, or by the actual number of days in the year, if the Interest
Rate Basis with respect to this Note is the Treasury Rate or the
CMT Rate. The applicable interest rate on any Interest Reset Date
will be the interest rate as reset on such date. The applicable
interest rate on any other day will be the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial
Interest Rate).
Payments of interest on this Note with respect to any Interest
Payment Date or Maturity Date (or date of redemption) will include
interest accrued to but excluding such Interest Payment Date or
Maturity Date (or date of redemption); provided, however, that if
the Interest Reset Dates with respect hereto are daily or weekly,
interest payable hereon on any Interest Payment Date, other than
interest payable on the date on which principal hereon is payable,
will include interest accrued to but excluding the day following
the next preceding Regular Record Date.
The Notes are issuable only in registered form without coupons
and will be either (a) Book-Entry Notes represented by one or more
global notes (each a "Global Note") recorded in the book-entry
system maintained by the Depository or (b) certificated notes
issued to, and registered in the names of, the beneficial owners or
their nominees ("Certificated Notes"). Notes are issuable in
minimum denominations of (i) in the case of Notes denominated in
Dollars, U.S. $1,000 and in any larger amount in integral multiples
of $1,000, and (ii) in the case of Notes denominated in any Foreign
Currency, the equivalent in such Foreign Currency determined in
accordance with the Market Exchange Rate for such Foreign Currency
on the Business Day immediately preceding the date on which the
Company accepts an offer to purchase a Note, of U.S. $1,000
(rounded to an integral multiple of 1,000 units of the Foreign
Currency), and in any larger amount. In the manner and subject to
the limitations provided in the Indenture, the Global Notes or
Certificated Notes are exchangeable, without charge except for any
tax or other governmental charge imposed in relation thereto, for
other Notes of authorized denominations for a like aggregate
principal amount, at the office or agency of the Company in the
Borough of Manhattan of The City of New York, or, at the option of
the Holders thereof, such office or agency, if any, maintained by
the Company in the city in which the principal executive offices of
the Company are located or the city in which the principal
corporate trust office of the Trustee is located.
Unless this Note is denominated in Dollars, in the event that
the currency in which this Note is denominated is not available for
payment at a time at which any payment is required hereunder due to
the imposition of exchange controls or other circumstances beyond
its control, the Company may, in full satisfaction of its
obligation to make such payment, make instead a payment in an
equivalent amount of Dollars, determined in accordance with the
Market Exchange Rate for such currency on the latest date for which
such rate was established on or before the date on which payment is
due, and such substituted payment of Dollars shall not constitute a
default under this Note or the Indenture.
If a Redemption Commencement Date is specified above, this
Note may be redeemed, whether or not any other Note is concurrently
redeemed, at the option of the Company, as a whole, or from time to
time in part, on any Business Day on or after the Redemption
Commencement Date and prior to the Maturity Date, upon mailing by
first-class mail, postage prepaid, a notice of such redemption not
less than 30 nor more than 60 days prior to the Redemption Date, to
the Holder of this Note at his address appearing in the Security
Register, as provided in the Indenture (provided that, if the
Holder of this Note is a Depository or a nominee of a Depository,
notice of such redemption shall be given in accordance with any
applicable provisions of such written agreement between the
Company, the Trustee and such Depository (or its nominee) as may be
in effect from time to time), at the Redemption Price specified on
the face of this Note (expressed in percentages of the principal
amount hereof to be redeemed) together in each case with interest
accrued to the Redemption Date (subject to the right of the Holder
of record on a Regular Record Date to receive interest due on an
Interest Payment Date). In the event of redemption of this Note in
part only, a new Note or Notes of this series, and of like tenor,
for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.
In case a default, as defined in the Indenture, shall occur
and be continuing with respect to the Notes, the principal amount
of all Notes then outstanding under the Indenture may be declared
or may become due and payable upon the conditions and in the manner
and with the effect provided in the Indenture. The Indenture
provides that such declaration may in certain events be annulled by
the Holders of a majority in principal amount of the Notes
outstanding.
To the extent permitted by, and as provided in, the Indenture,
modifications or alterations of the Indenture, or of any indenture
supplemental thereto, and of the rights and obligations of the
Company and the Holders of the Notes, may be made with the consent
of the Company by the affirmative vote or consent of the Holders of
not less than a majority in principal amount of the Securities then
outstanding (as defined in the Indenture) of each series to be
affected, evidenced as in the Indenture provided; provided,
however, that no such modification or alteration shall (i) change
the stated maturity of the principal of (and premium, if any), or
the interest on, any Security, or reduce the principal amount of
(and premium, if any), or the rate of interest on, any Security, or
change the Currency in which the principal of (and premium, if
any), or interest on, such Security is denominated or payable, or
reduce the amount of the principal of an Original Issue Discount
Security that would be payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 6.1 of the Indenture
without the consent of the Holder of each outstanding Security so
affected, or (ii) reduce the percentage of Securities, the vote or
consent of the Holders of which is required for such modifications
and alterations, without the consent of the Holders of all
Securities affected. The Indenture also provides that the Holders
of a majority in principal amount of the Securities of any series
then outstanding may waive any past default with respect to
Securities of such series under the Indenture and its consequences,
except a default in the payment of the principal of (or premium, if
any), or interest on, any of the Securities.
This Note is transferable by the registered Holder hereof or
by his attorney duly authorized in writing at the office or agency
of the Company in the Borough of Manhattan of The City of New York,
or, at the option of the Holder hereof, such office or agency, if
any, maintained by the Company in the city in which the principal
executive offices of the Company are located or the city in which
the principal corporate trust office of the Trustee is located,
without charge except for any tax, assessment or other governmental
charge imposed in relation thereto, but only in the manner and
subject to the limitations provided in the Indenture and upon
surrender of this Note. Upon any such transfer a Note or Notes of
authorized denominations for a like aggregate principal amount and
bearing a number not contemporaneously outstanding will be issued
in exchange herefor.
The Company, the Trustee, any Authenticating Agent, any paying
agent and any Security registrar may deem and treat the registered
Holder hereof as the absolute owner hereof (whether or not this
Note shall be overdue and notwithstanding any notation of ownership
or other writing hereon by anyone other than the Company or any
Security registrar) for the purpose of receiving payment of or on
account of the principal hereof (and premium, if any), and interest
hereon, and for all other purposes, and neither the Company, the
Trustee, an Authenticating Agent, a paying agent nor the Security
registrar shall be affected by any notice to the contrary. All
such payments shall be valid and effectual to satisfy and discharge
the liability upon this Note to the extent of the sum or sums so
paid.
No recourse shall be had for the payment of the principal of
(or premium, if any), or interest on, this Note or for any claim
based hereon or otherwise in any manner in respect hereof, or in
respect of the Indenture, against any incorporator, shareholder,
officer or director, past, present or future, of the Company or of
any predecessor or successor corporation, whether by virtue of any
constitutional provision or statute or rule of law, or by the
enforcement of any assessment or penalty or in any other manner,
all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue
hereof. In the event of any sale or transfer of its assets and
liabilities substantially as an entirety to a successor
corporation, the predecessor corporation may be dissolved and
liquidated as more fully set forth in the Indenture.
All Dollar amounts used in or resulting from calculations
referred to in this Note shall be rounded to the nearest cent (with
one half cent being rounded upwards).
This Note shall be governed by, and construed in accordance
with, the internal laws of the State of Illinois.
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
(Insert assignee's soc. sec. or tax I.D. no.)
______________________________________________________________
(Print or type assignee's name, address and zip code)
______________________________________________________________
______________________________________________________________
______________________________________________________________
and irrevocably appoint
__________________________________________________ agent
to transfer this Note on the books of the Company. The agent may
substitute another to act for him.
__________________________________________________________________
Date ___________________ Your signature ___________________________
___________________________________________________________________
(Sign exactly as your name appears on the other side of this Note.
The signature to this assignment must be guaranteed by a commercial
bank or trust company having its principal office or a
correspondent in The City of New York or by a member of The New
York Stock Exchange.)