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 Security and the following
legend is applicable. THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS SECURITY IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR
ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF
THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
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.*
REGISTERED REGISTERED
NUMBER FLR _______ $_________
NATIONSBANK CORPORATION
MEDIUM-TERM SENIOR NOTE, SERIES C
(Floating Rate)
CUSIP 638585 _________
ORIGINAL ISSUE DATE:
STATED MATURITY DATE:
INITIAL INTEREST RATE:
INTEREST RATE BASIS:
INDEX MATURITY FOR INITIAL
INTEREST RATE (IF DIFFERENT):
INDEX MATURITY:
INDEX MATURITY FOR FINAL
INTEREST PAYMENT PERIOD
(IF DIFFERENT):
SPREAD:
SPREAD MULTIPLIER:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
INTEREST PAYMENT DATES:
INTEREST RATE RESET DATES:
INTEREST RATE RESET PERIOD:
INITIAL REDEMPTION DATE:
______________________________
* Applies only if this Note is a Global Security.
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
OPTIONAL PAYMENT DATE(S):
CALCULATION AGENT:
ADDITIONAL TERMS:
NationsBank Corporation, a corporation duly organized and
existing under the laws of the State of North Carolina (herein
called the "Company," which term includes any successor
corporation under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to
______________________________________________________________,
or registered assigns, the principal sum of ________________
DOLLARS on the Stated Maturity Date specified above (except to
the extent redeemed or repaid prior to the Stated Maturity Date),
and to pay interest thereon at a rate per annum equal to the
Initial Interest Rate specified above until the Initial Interest
Reset Date specified above and thereafter at a rate determined in
accordance with the provisions on the reverse hereof, depending
upon the appropriate Interest Rate Basis and Index Maturity
specified above, until the principal hereof is paid or duly made
available for payment. The Company will pay interest on the
Interest Payment Dates specified above, commencing with the first
Interest Payment Date next succeeding the Original Issue Date
specified above, unless the Original Issue Date occurs between a
Regular Record Date, as defined below, and the next succeeding
Interest Payment Date, in which case commencing on the Interest
Payment Date following the next succeeding Regular Record Date,
and on the Stated Maturity Date shown above (or any Redemption
Date as defined on the reverse hereof or any Optional Repayment
Date with respect to which such option has been exercised, each
such Stated Maturity Date, Redemption Date and Optional Repayment
Date being herein referred to as a "Maturity Date" with respect
to the principal repayable on such date). Interest on this Note
will accrue from the Original Issue Date specified above until
the principal amount is paid and will be computed as hereinafter
described. Interest payable on this Note on any Interest Payment
Date or the Maturity Date will include interest accrued from and
including the next preceding Interest Payment Date in respect of
which interest has been paid or duly provided for or, if no
interest has been paid, from the Original Issue Date specified
above, to but excluding such Interest Payment Date or Maturity
Date, as the case may be; PROVIDED, HOWEVER, that if the Interest
Rate Reset Period with respect to this Note is daily or weekly,
interest payable on any Interest Payment Date or the Maturity
Date will include interest accrued from but excluding the Regular
Record Date through which interest has been paid to and including
the Regular Record Date next preceding such Interest Payment
Date, except that interest payable on any such Maturity Date will
include interest accrued to, but excluding, such Maturity Date.
If any Interest Payment Date falls on a day which is not a
Business Day, as defined below, such Interest Payment Date shall
be the following day that is a Business Day, except that if the
Interest Rate Basis is LIBOR, if such next Business Day falls in
the next succeeding calendar month, such Interest Payment Date
will be the preceding day that is a Business Day; and if the
Maturity Date falls on a day which is not a Business Day,
principal or interest payable with respect to such Maturity Date
will be paid on the next succeeding Business Day with the same
force and effect as if made on such Maturity Date, and no
additional interest shall accrue for the period from and after
such Maturity Date. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, subject
to certain exceptions, be paid to the person in whose name this
Note (or one or more predecessor Notes evidencing all or a
portion of the same debt as this Note) is registered at the close
of business on the date 15 calendar days prior to such Interest
Payment Date, whether or not a Business Day (the "Regular Record
Date"); PROVIDED, HOWEVER, that the first payment of interest on
any Note with an Original Issue Date, as specified above, between
a Regular Record Date and an Interest Payment Date or on an
Interest Payment Date will be made on the Interest Payment Date
following the next succeeding
Regular Record Date to the person in whose name this Note is
registered at the close of business on such next succeeding
Regular Record Date; and PROVIDED, FURTHER, that interest payable
on the Maturity Date will be payable to the person to whom the
principal hereof shall be payable. Any such interest not
punctually paid or duly provided for shall be payable as provided
in the Indenture. As used herein, "Business Day" means any day,
other than a Saturday or Sunday, (i) on which banks in The City
of New York are not authorized or required by law to be closed
and (ii) if the Interest Rate Basis is LIBOR, is a day on which
dealings in deposits on U.S. dollars are transacted in the London
interbank market.
The principal of and interest on this Note are payable in
immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal
tender for payment of public and private debts at the office or
agency of the Company designated as provided in the Indenture;
PROVIDED, HOWEVER, that interest may be paid, at the option of
the Company, by check mailed to the person entitled thereto at
his address last appearing on the registry books of the Company
relating to the Notes. Notwithstanding the preceding sentence,
payments of principal of and interest payable on the Maturity
Date will be made by wire transfer of immediately available funds
to a designated account maintained in the United States upon (i)
receipt of written notice by the Trustee from the holder hereof
not less than one Business Day prior to the due date of such
principal and (ii) presentation of this Note to the Issuing and
Paying Agent at NationsBank of Georgia, National Association, as
Issuing and Paying Agent, 600 Peachtree Street, Suite 900,
Atlanta, Georgia 60608 (the "Corporate Trust Office").
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which shall have the same
effect as though fully set forth at this place.
Unless the Certificate of Authentication hereon has been
executed by the Trustee by manual signature, this Note shall not
be entitled to any benefit under such Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Instrument
to be duly executed, by manual or facsimile signature, under its
corporate seal or a facsimile thereof.
NATIONSBANK CORPORATION
By:____________________________
[SEAL] Title:_________________________
ATTEST:
____________________________
_________ Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated: ____________________________
BankAmerica National Trust Company,
as Trustee
By: NationsBank of Georgia, National
Association as Authenticating Agent
By:__________________________
Authorized Signatory
[Reverse of Note]
NATIONSBANK CORPORATION
MEDIUM-TERM SENIOR NOTE, SERIES C
(Floating Rate)
This Medium-Term Note is one of a duly authorized series of
Securities of the Company designated as its Senior Medium-Term
Notes, Series C (herein called the "Notes"), limited in aggregate
principal amount to $1,000,000,000, issued and to be issued under
an Indenture dated as of January 1, 1992, as amended by the First
Supplemental Indenture thereto dated as of July 1, 1993 (herein
called the "Indenture"), between the Company and BankAmerica
National Trust Company (formerly BankAmerica Trust Company of New
York), as Trustee (herein called the "Trustee,") to which
Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights thereunder
of the Company, the Trustee and the holders of the Notes, and the
terms upon which the Notes are, and are to be, authenticated and
delivered. The Notes may bear different dates, mature at
different times, bear interest at different rates and vary in
such other ways as are provided in the Indenture.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the
holder only if the Optional Repayment Date(s) are indicated on
the face hereof. IF NO OPTIONAL REPAYMENT DATES ARE SET FORTH ON
THE FACE HEREOF, THIS NOTE MAY NOT BE SO REPAID AT THE OPTION OF
THE HOLDER HEREOF PRIOR TO THE STATED MATURITY DATE. On any
Optional Repayment Date, this Note shall be repayable in whole or
in part in increments of $1,000 at the option of the holder
hereof at a repayment price equal to 100% of the principal amount
to be repaid, together with interest thereon payable to the date
of repayment. For this Note to be repaid in whole or in part at
the option of the holder hereof, this Note must be received, with
the form below entitled "Option to Elect Repayment" duly
completed, by the Trustee/Paying Agent at the Corporate Trust
Office, or such other address of which the Company shall from
time to time notify the holders of the Notes, not more than 60
nor less than 30 days prior to an Optional Repayment Date.
Exercise of such repayment option by the holder hereof shall be
irrevocable.
This Note may be redeemed at the option of the Company on
any date on and after the Initial Redemption Date, if any,
specified on the face hereof (the "Redemption Date"). IF NO
INITIAL REDEMPTION DATE IS SET FORTH ON THE FACE HEREOF, THIS
NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE COMPANY PRIOR TO
THE STATED MATURITY DATE. On and after the Initial Redemption
Date, if any, this Note may be redeemed at any time in whole or
from time to time in part in increments of $1,000 at the option
of the Company at the applicable Redemption Price (as defined
below) together with interest thereon payable to the Redemption
Date, on notice given not more than 60 nor less than 30 days
prior to the Redemption Date. In the event of redemption of this
Note in part only, a new Note for the unredeemed portion hereof
shall be issued in the name of the Holder hereof upon the
surrender hereof.
If this Note is redeemable at the option of the Company, the
"Redemption Price" shall initially be the Initial Redemption
Percentage, specified on the face hereof, of the principal amount
of this Note to be redeemed and shall decline at each anniversary
of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof, of
the principal amount to be redeemed until the Redemption Price is
100% of such principal amount.
Accrued interest hereon shall be calculated by multiplying
the face amount hereof by an accrued interest factor. Such
accrued interest factor shall be computed by adding the interest
factor calculated for each day from and including the Original
Issue Date, or from but excluding the last date to which interest
has been paid, as the case may be, to and including the date for
which accrued interest is being calculated. The interest factor
(expressed as a decimal) for each such day shall be computed by
dividing the interest rate in effect on such day by 360 or, in
the case of Notes having the Treasury Rate as their Interest Rate
Basis, by the actual number of days in the year.
Except as described below, this Note will bear interest at
the rate determined by reference to the appropriate Interest Rate
Basis and Index Maturity shown on the face hereof (i) plus or
minus the Spread, if any, or (ii) multiplied by the Spread
Multiplier, if any, specified on the face hereof. The interest
rate in effect on each day shall be (a) if such day is an
Interest Reset Date, the interest rate determined as of the
Interest Determination Date (as defined below) pertaining to such
Interest Reset Date or (b) if such day is not an Interest Reset
Date, the interest rate determined as of the Interest
Determination Date pertaining to the next preceding Interest
Reset Date, provided that (i) the interest rate in effect from
the Original Issue Date to the first Interest Reset Date shall be
the Initial Interest Rate specified on the face hereof, and (ii)
the interest rate in effect for the ten calendar days immediately
prior to the Maturity Date shall be the rate in effect on the
tenth calendar day preceding such Maturity Date. If any Interest
Reset Date would otherwise be a day that is not a Business Day,
such Interest Reset Date shall be postponed to the next day that
is a Business Day, except that if the Interest Rate Basis
specified on the face hereof is LIBOR, if such next Business Day
is in the next succeeding calendar month, such Interest Reset
Date shall be the immediately preceding Business Day. The term
"Final Interest Payment Period" means the period from the final
Interest Reset Date to the Maturity Date.
The Interest Determination Date with respect to any Note
that has as its Interest Rate Basis the CD Rate, Commercial Paper
Rate, the Federal Funds Rate or the Prime Rate will be the second
Business Day preceding the Interest Reset Date. The Interest
Determination Date with respect to LIBOR shall be the second
London Banking Day (as defined below) preceding the Interest
Reset Date. The Interest Determination Date with respect to the
Treasury Rate shall be the day of the week in which the Interest
Reset Date falls on which Treasury bills of the Index Maturity
specified on the face hereof normally would be auctioned;
PROVIDED, HOWEVER, that if as a result of a legal holiday an
auction is held on the Friday of the week preceding the Interest
Reset Date, the related Interest Determination Date shall be such
preceding Friday; and PROVIDED, FURTHER, that if an auction shall
fall on any Interest Reset Date then the Interest Reset Date
shall instead be the first Business Day following such auction.
The "Calculation Date" pertaining to any Interest
Determination Date shall be the earlier of (i) the tenth calendar
day after such Interest Determination Date or, if such day is not
a Business Day, the next succeeding Business Day, or (ii) the
Business Day next preceding the applicable Interest Payment Date
or Maturity Date, as the case may be.
All percentages resulting from any calculation on the Notes
will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upward, and all
dollar amounts used in or resulting from such calculation on the
Notes will be rounded to the nearest cent (with one-half cent
being rounded upward).
DETERMINATION OF CD RATE. CD Rate means, with respect to an
Interest Determination Date (a "CD Rate Interest Determination
Date"), the rate on such CD Rate Interest Determination Date for
negotiable certificates of deposit having the Index Maturity
specified on the face hereof, as such rate is published by the
Board of Governors of the Federal Reserve System (the "Federal
Reserve Board") in "Statistical Release H.15(519), Selected
Interest Rates," or any successor publication of the Federal
Reserve Board ("H.15(519)"), under the heading "CDs (Secondary
[BMarket)," or, if not so 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 will be the rate on such CD Rate
Interest Determination Date for negotiable certificates of
deposit of the Index Maturity specified on the face hereof, as
published by the Federal Reserve Bank of New York in its daily
statistical release "Composite 3:30 P.M. Quotations for U.S.
Government Securities" ("Composite Quotations") under the heading
"Certificates of Deposit." If such rate is not published in
either H.15(519) or the Composite Quotations by 3:00 P.M., New
York City time, on such Calculation Date, then the CD Rate on
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, of three
leading nonbank dealers in negotiable U.S. dollar certificates of
deposit in The City of New York selected by the Calculation Agent
(after consultation with the Company) 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) with a remaining maturity closest to the
Index Maturity specified on the face hereof in denominations of
$5,000,000; PROVIDED, HOWEVER, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as set forth
above, the CD Rate for such CD Rate Interest Determination Date
will be the CD Rate in effect on such CD Rate Interest
Determination Date.
DETERMINATION OF COMMERCIAL PAPER RATE. The Commercial
Paper Rate means, with respect to an Interest Determination Date
(a "Commercial Paper Rate Interest Determination Date"), the
Money Market Yield (as defined below) of the rate on such date
for commercial paper having the Index Maturity specified on the
face hereof as published in H.15(519) under the heading
"Commercial Paper." In the event such rate is not published by
3:00 P.M., New York City time, on the Calculation Date pertaining
to such Commercial Paper Rate Interest Determination Date, the
Commercial Paper Rate shall be the Money Market Yield on such
Commercial Paper Rate Interest Determination Date of the rate for
commercial paper having the Index Maturity specified on the face
hereof as published in Composite Quotations under the heading
"Commercial Paper." If such rate is not published in either
H.15(519) or Composite Quotations by 3:00 P.M., New York City
time, on such Calculation Date, the Commercial Paper Rate for
that Commercial Paper Rate Interest Determination Date shall be
calculated by the Calculation Agent and 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 Rate Interest
Determination Date of three leading dealers of commercial paper
in The City of New York selected by the Calculation Agent (after
consultation with the Company) 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, by a
nationally recognized statistical rating agency; PROVIDED,
HOWEVER, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as set forth above, the
Commercial Paper Rate with respect to such Commercial Paper Rate
Interest Determination Date will be the Commercial Paper Rate
then in effect on such Commercial Paper Rate Interest
Determination Date.
"Money Market Yield" shall be the yield (expressed as a
percentage rounded to the nearest one ten-thousandth of a
percent, with five one hundred-thousandths of a percent rounded
upward) calculated in accordance with the following formula:
Money Market Yield = [(D X 360)/(360-(DxM))]100
where "D" refers to the per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal, and
"M" refers to the actual number of days in the interest period
for which interest is being calculated.
DETERMINATION OF FEDERAL FUNDS RATE. The Federal Funds Rate
means, with respect to an Interest Determination Date (a "Federal
Funds Rate Interest Determination Date"), the rate on that date
for Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)." If H.15(519) is not so published by
3:00 P.M., New York City time, on the Calculation Date pertaining
to such Federal Funds Rate Interest Determination Date, the
Federal Funds Rate will be the rate on such Federal Funds Rate
Interest Determination Date as published in Composite Quotations
under the heading "Federal Funds/Effective Rate." If such rate
is not yet published in either H.15(519) or Composite Quotations
by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Federal Funds Rate Interest Determination
Date, the Federal Funds Rate for such Federal Funds Rate 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 Rate Interest Determination Date
quoted by each of three leading brokers of Federal Funds
transactions in The City of New York selected by the Calculation
Agent (after consultation with the Company); PROVIDED, HOWEVER,
that if fewer than three such brokers are so quoting such rates,
the Federal Funds Rate with respect to such Federal Funds Rate
Interest Determination Date will be the Federal Funds Rate then
in effect on such Federal Funds Rate Interest Determination Date.
DETERMINATION OF LIBOR. LIBOR means the rate determined by
the Calculation Agent in accordance with the following
provisions:
(i) With respect to an Interest Determination Date (a
"LIBOR Interest Determination Date"), LIBOR will be "LIBOR
Telerate" unless "LIBOR Reuters" is specified in the
applicable pricing supplement or LIBOR Telerate is not
available. "LIBOR Telerate" is the rate for deposits in the
LIBOR Currency (as defined below) having the Index Maturity
specified on the face hereof that appears on the Designated
LIBOR Page (as defined below) specified on the face hereof
as of 11:00 A.M. London time, on that LIBOR Interest
Determination Date. "LIBOR Reuters" is that rate which is
the arithmetic mean of the offered rates (unless the
specified Designated LIBOR Page by its terms provides only
for a single rate, in which case such single rate shall be
used) for deposits in the LIBOR Currency having the Index
Maturity specified on the face hereof that appear on the
Designated LIBOR Page specified on the face hereof as of
11:00 A.M. London time, on that LIBOR Interest Determination
Date, if at least two such offered rates appear (unless, as
aforesaid, only a single rate is required) on such
Designated LIBOR Page. If LIBOR cannot be determined under
this clause (i), LIBOR in respect of the related LIBOR
Interest Determination Date will be determined as if the
parties had specified the rate described in clause (ii)
below.
(ii) With respect to a LIBOR Interest Determination
Date on which LIBOR cannot be determined under clause (i)
above, the Calculation Agent will request the principal
London offices of each of four major reference banks in the
London interbank market, as selected by the Calculation
Agent (after consultation with the Company) to provide the
Calculation Agent with its offered quotation for deposits in
the LIBOR Currency for the period of the Index Maturity
specified on the face hereof to prime banks in the London
interbank market at approximately 11:00 A.M., London time,
on such LIBOR Interest Determination Date and in a principal
amount that is representative for a single transaction in
such LIBOR Currency in such market at such time. If at
least two such quotations are provided, LIBOR determined on
such LIBOR Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two such
quotations are provided, LIBOR for such LIBOR Interest
Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 A.M. in the applicable
Principal Financial Center (as defined below), on such LIBOR
Interest Determination Date by three major banks in such
Principal Financial Center selected by the Calculation Agent
(after consultation with the Company) for loans in the LIBOR
Currency to leading European banks, having the Index
Maturity specified on the face hereof and in a principal
amount that is representative for a single transaction in
such LIBOR Currency in such market at such time; PROVIDED,
HOWEVER, that if the banks so selected 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.
"LIBOR Currency" means the currency (including composite
currencies) specified on the face hereof for which LIBOR shall be
calculated. If no such currency is specified on the face hereof,
the LIBOR Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters"
is specified on the face hereof, the display on the Reuters
Monitor Money Rates Service for the purpose of displaying the
London interbank rates of major banks for the applicable LIBOR
Currency, or (b) if "LIBOR Telerate" is specified on the face
hereof, the display on the Dow Jones Telerate Service for the
purpose of displaying the London interbank rates of major banks
for the applicable LIBOR Currency. If neither LIBOR Reuters nor
LIBOR Telerate is specified on the face hereof, LIBOR for the
applicable LIBOR Currency will be determined as if LIBOR Reuters
(and, if the U.S. dollar is the LIBOR Currency, LIBO Page) had
been specified.
"Principal Financial Center" shall generally be the capital
city of the country of the specified LIBOR Currency, except that
with respect to U.S. dollars, Deutsche Marks and ECUs, the
Principal Financial Center shall be The City of New York,
Frankfurt and Luxembourg, respectively.
DETERMINATION OF PRIME RATE. Prime Rate means, with respect
to an Interest Determination Date (a "Prime Rate Interest
Determination Date"), the rate set forth on such date in
H.15(519) under the heading "Bank Prime Loan," or if not so
published prior to 9:00 A.M. New York City time, on the
Calculation Date pertaining to such Prime Rate Interest
Determination Date, then the Prime Rate will be determined by the
Calculation Agent and will be the arithmetic mean of the rates of
interest publicly announced by each bank that appears on the
Reuters Screen NYMF Page (as defined below) as such bank's prime
rate or base lending rates as in effect for that Prime Rate
Interest Determination Date. If fewer than four such rates but
more than one such rate appear on the Reuters Screen NYMF Page
for the Prime Rate Interest Determination Date, the Prime Rate
will be determined by the Calculation Agent and will be the
arithmetic mean of the prime 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 Prime Rate Interest
Determination Date by four major money center banks in The City
of New York as selected by the Calculation Agent (after
consultation with the Company). If fewer than two such
quotations are provided, the Prime Rate shall be determined by
the Calculation Agent as of the close of business on the Prime
Rate Interest Determination Date, on the basis of the prime
rates, as of the close of business on such date, furnished in The
City of New York by the appropriate number of substitute banks or
trust companies organized and doing business under the laws of
the United States, or any State thereof, having total equity
capital of at least $500 million and being subject to supervision
or examination by Federal or State authority, selected by the
Calculation Agent (after consultation with the Company) to
provide such rate or rates; PROVIDED, HOWEVER, that if the banks
selected as aforesaid are not quoting as mentioned in this
sentence, the Prime Rate for such Prime Rate Interest
Determination Date will be the Prime Rate then 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 NYMF page on that service for the
purpose of displaying prime rates or base lending rates of major
United States banks).
DETERMINATION OF TREASURY RATE. Treasury Rate means, with
respect to an Interest Determination Date (a "Treasury Rate
Interest Determination Date"), the rate for the auction held on
such Treasury Rate 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)." If such rate is
not published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Treasury Rate Interest
Determination Date, the Treasury Rate will be 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) on
such Treasury Rate Interest Determination Date as otherwise
announced by the United States Department of the Treasury. In
the event that the results of the auction of Treasury bills
having the Index Maturity specified on the face hereof are not
reported as provided by 3:00 P.M., New York City time, on such
Calculation Date, or if no such auction is held on such Treasury
Rate Interest Determination Date, then the Treasury Rate for such
Treasury Rate Interest Determination Date 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 Treasury
Rate Interest Determination Date, of three leading primary United
States government securities dealers selected by the Calculation
Agent (after consultation with the Company), for the issue of
Treasury bills with a remaining maturity closest to the Index
Maturity specified on the face hereof; PROVIDED, HOWEVER, that if
the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the Treasury Rate with
respect to such Treasury Rate Interest Determination Date will be
the Treasury Rate then in effect on such Treasury Rate Interest
Determination Date.
Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, specified on the
face hereof. The Calculation Agent shall calculate the interest
rate hereon in accordance with the foregoing on or before each
Calculation Date. The interest rate on this Note will in no
event be higher than the maximum rate permitted by New York law,
as the same may be modified by United States law of general
application.
At the request of the holder hereof, the Calculation Agent
will provide to the holder hereof the interest rate hereon then
in effect and, if determined, the interest rate which will become
effective as of the next Interest Reset Date.
If an Event of Default (defined in the Indenture as (i) the
Company's failure to pay principal of (or premium, if any, on)
the Notes when due, or to pay interest on the Notes within thirty
days after the same becomes due, (ii) the Company's breach of its
other covenants contained in this Note or the Indenture, which
breach is not cured within ninety days after written notice by
the Trustee or the holders of at least 25% in outstanding
principal amount of all Securities issued under the Indenture and
affected thereby, and (iii) certain events involving the
bankruptcy, insolvency or liquidation of the Company) shall occur
with respect to the Notes, the principal of all the Notes may be
declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
holders of the Notes under the Indenture at any time by the
Company with the consent of the holders of not less than 66 2/3%
in aggregate principal amount of the Notes then outstanding and
all other Securities then outstanding under the Indenture and
affected by such amendment and modification. The Indenture also
contains provisions permitting the holders of a majority in
aggregate principal amount of the Notes then outstanding and all
other Securities then outstanding under the Indenture and
affected thereby, on behalf of the holders of all Securities, to
waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the holder of this
Note shall be conclusive and binding upon such holder and upon
all future holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made
upon this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the time,
place and rate, and in the coin or currency, herein prescribed.
No recourse shall be had for the payment of the principal of
or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemented thereto, against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or any predecessor or successor
corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty
or otherwise, all such liability being, by the acceptance hereof
and as part of the consideration for issue hereof, expressly
waived and released.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the registry books of the Company relating to the
Notes, upon surrender of this Note for registration of transfer
at the office or agency of the Company designated by it pursuant
to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes,
of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only as registered Notes without
coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and subject to certain
limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of different authorized
denominations, as requested by the holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment for registration of transfer of
this Note, the Company, the Trustee and any agent of the Company
or the Trustee may treat the [Person] in whose name this Note is
registered as the absolute owner hereof for the purpose of
receiving payment as herein provided and for all other purposes,
whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the
contrary.
[NOTES ISSUED AND OUTSTANDING PURSUANT TO A BOOK-ENTRY
SYSTEM SHALL BE DEEMED TO CONTAIN THE FOLLOWING PARAGRAPH: The
Notes are being issued by means of a book-entry system with no
physical distribution of certificates to be made except as
provided in the Indenture. The book-entry system maintained by
Depository Trust Company ("DTC") will evidence ownership of the
Notes, with transfers of ownership effected on the records of DTC
and its participants pursuant to rules and procedures established
by DTC and its participants. The Company will recognize Cede &
Co., as nominee of DTC, while the registered Owner of the Notes,
as the owner of the Notes for all purposes, including payment of
principal and interest, notices and voting. Transfer of principal
and interest to participants of DTC will be the responsibility of
DTC, and transfer of principal and interest to beneficial owners
of the Notes by participants of DTC will be the responsibility of
such participants and other nominees of such beneficial owners.
So long as the book-entry system is in effect, the selection of
any Notes to be redeemed will be determined by DTC pursuant to
rules and procedures established by DTC and its participants.
The Company will not be responsible or liable for such transfers
of payments or for maintaining, supervising or reviewing the
records maintained by DTC, its participants or persons acting
through such participants.]
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of the interim Note, 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.
_____________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE]
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Please Insert Social Security or Other
Identifying Number 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:_________________________ _________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Note in every
particular, without alteration or enlargement, or any change
whatever and must be guaranteed.
[OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Company to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to the
principal amount hereof together with interest to the repayment
date, to the undersigned, at ________________________________
_____________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at
______________, or at such other place or places of which the
Company shall from time to time notify the Holder of this Note,
not more than 60 nor less than 20 days prior to an Optional
Repayment Date, if any, shown on the face of this Note, this Note
with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be in
increments of $1,000) which the Holder elects to have repaid and
specify the denomination or denominations (which shall be
$__________ or an integral multiple of $1,000 in excess of
$__________) of the Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not
being repaid).
$___________________ ___________________________________
NOTICE: The signature on this
Option to Elect Repayment must
Date _______________ correspond with the name as written
upon the face of this Note in every
particular, without alteration or
enlargement or any change whatever.]