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.
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN
OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING
AFFILIATE OF THE CORPORATION AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
____________________
1 Applies only if this Note is a Global Security.
REGISTERED REGISTERED
NUMBER FLR _______ $_________
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE,
SERIES D
(Floating Rate)
CUSIP 638585 _________
ORIGINAL ISSUE DATE: BASE RATE:
STATED MATURITY DATE: (check one)
FINAL MATURITY DATE: ___CD Rate
INITIAL INTEREST RATE: ___Commercial Paper Rate
INDEX MATURITY FOR INITIAL ___LIBOR ____________
INTEREST RATE (IF DIFFERENT): ___Federal Funds Rate
INDEX MATURITY: ___Prime Rate
INDEX MATURITY FOR FINAL ___Treasury Rate
INTEREST PAYMENT PERIOD ___CMT Rate
(IF DIFFERENT): CMT Telerate Page:____
SPREAD: CMT Maturity Index:___
SPREAD MULTIPLIER: ___Eleventh District Cost
MAXIMUM INTEREST RATE: of Funds Rate
MINIMUM INTEREST RATE: ___Other:________________
INTEREST PAYMENT DATES:
INTEREST RATE RESET DATES: __ This Noteis a
Renewable
INTEREST RATE RESET PERIOD: Note.
INITIAL REDEMPTION DATE: See Attached Rider.
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
OPTIONAL PAYMENT DATE(S):
CALCULATION AGENT: __ This Note is an
ADDITIONAL TERMS: Extendible Note.
See Attached Rider.
NationsBank Corporation, a corporation duly organized and
existing under the laws of the State of North Carolina (herein
called the "Corporation," 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 Base Rate and Index Maturity specified
above, until the principal hereof is paid or duly made available
for payment. The Corporation 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 or Final Maturity Date shown above (or
any Redemption Date as defined on the reverse hereof or any
Optional Repayment Date with respect to which any such option has
been exercised, each such Stated Maturity Date, Final 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
Base Rate 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 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, Charlotte,
North Carolina or ___________ are not authorized or required by
law to be closed and (ii) if the Base Rate 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 Corporation designated as provided in the
Indenture; PROVIDED, HOWEVER, that interest may be paid, at the
option of the Corporation, by check mailed to the person entitled
thereto at his address last appearing on the registry books of
the Corporation 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 Issuing and
Paying Agent 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 or an Authenticating Agent on behalf of
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 Corporation 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: Senior Vice President
ATTEST:
____________________________
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated: ____________________________
The Bank of New York, as Trustee
By: NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION, as
Authenticating Agent
By:___________________________
Authorized Signatory
[Reverse of Note]
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE,
SERIES D
(Floating Rate)
This Medium-Term Note is one of a duly authorized series of
Securities of the Corporation unlimited in aggregate principal
amount (herein called the "Notes") issued and to be issued under
an Indenture dated as of January 1, 1995 (herein called the
"Indenture"), between the Corporation and The Bank 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
Corporation, the Trustee and the holders of the Notes, and the
terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is also one of the Notes designated as the
Corporation's Subordinated Medium-Term Notes, Series D, limited
in aggregate principal amount to $2,000,000,000. 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.
THE INDEBTEDNESS OF THE CORPORATION EVIDENCED BY THE NOTES,
INCLUDING THE PRINCIPAL THEREOF AND INTEREST THEREON, IS, TO THE
EXTENT AND IN THE MANNER SET FORTH IN THE INDENTURE, SUBORDINATE
AND JUNIOR IN RIGHT OF PAYMENT TO ITS OBLIGATIONS TO HOLDERS OF
SENIOR INDEBTEDNESS, AS DEFINED IN THE INDENTURE, AND EACH HOLDER
OF THE NOTES, BY THE ACCEPTANCE HEREOF, AGREES TO AND SHALL BE
BOUND BY SUCH PROVISIONS OF 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 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 Issuing and Paying Agent at the Corporate Trust Office, or
such other address of which the Corporation 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 Corporation
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 CORPORATION 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 Corporation 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 Corporation,
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 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 Base Rate, by
the actual number of days in the year.
The Base Rate (as defined herein) with respect to this Note
may be (i) the CD Rate, (ii) the Commercial Paper Rate, (iii)
LIBOR, (iv) the Federal Funds Rate, (v) the Prime Rate, (vi) the
Treasury Rate, (vii) the CMT Rate, (viii) the Eleventh District
Cost of Funds Rate or (ix) such other rate as will be described
on the face hereof and a rider to this Note.
Except as described below, this Note will bear interest at
the rate determined by reference to the appropriate interest rate
basis (the "Base Rate") 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 Base Rate 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 Base Rate the CD Rate, the Commercial Paper Rate,
the Federal Funds rate, the Prime Rate or the CMT 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 Eleventh District Cost of Funds Rate will be the
last Business Day of the month immediately preceding such
Interest Reset Date in which the Federal Home Loan Bank of San
Francisco (the "FHLB") publishes such Index (as defined below);
and 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
Market)," 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
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 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:
D X 360
Money Market Yield = __________________________
360 - (D x M) x 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 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 on the
face of this Note 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 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 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 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
or (b) 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. If neither LIBOR Telerate nor
LIBOR Reuters is specified on the face hereof, LIBOR for the
applicable LIBOR Currency will be determined as if LIBOR Telerate
(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 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; 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 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. 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 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, 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.
DETERMINATION OF CMT RATE. CMT Rate means with respect to
an Interest Determination Date relating to a CMT Rate Note or any
Floating Rate Note for which the interest rate is determined by
reference to the CMT Rate (a "CMT Rate Interest Determination
Date"), 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 Designate CMT Telerate Page is 7055, the rate on such
CMT Rate 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 CMT
Rate 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 related Calculation Date,
then the CMT Rate for such CMT Rate Interest Determination Date
will 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 related Calculation Date, then
the CMT Rate for such CMT Rate Interest Determination Date will
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 CMT Rate 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 provided by 3:00 p.m., New York City time, on
the related Calculation Date, then the CMT Rate for the CMT Rate
Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of
approximately 3:30 p.m., New York City time, on the CMT Interest
Determination Date reported, according to their written records,
by three leading primary United States government securities
dealers (each a "Referenced Dealer") in The City of New York
selected by the Calculation Agent (from five such Referenced
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, non-
callable fixed rate obligations of the United States ("Treasury
Note") 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 the
Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate for such CMT Rate Interest Determination
Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary
market side offer prices as of approximately 3:30 p.m. New York
City time on the CMT Rate Interest Determination Date of three
Referenced Dealers in The City of New York (from five such
Referenced Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the even of equality,
one of the highest) and lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with original
maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity
closest to the Designated CMT Maturity Index and in an amount of
at least $100,000,000. If three or four (and not five) of such
Referenced Dealers are quoting as described above, then the CMT
Rate will be based on the arithmetic mean of the offer prices
obtained and neither the highest nor lowest of such quotes will
be eliminated; provided however, that if fewer than three
Referenced Dealers selected by the Calculation Agent are quoting
as described herein, the CMT Rate will be the CMT Rate in effect
on such CMT Rate Interest Determination Date. If two Treasury
Notes with an original maturity as described in the third
preceding sentence have remaining terms to maturity equally close
to the Designated CMT Maturity Index, the quotes for the CMT Rate
Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service on the page designated on the face of this
Note (or any other page as may replace such page on that service
for the purpose of displaying Treasury Constant Maturities as
reported in H.15(519)), or the purpose of displaying Treasury
Constant Maturity as reported in H.15(519). If no such page is
specified, the Designate CMT Telerate Page shall be 7052, for the
most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury Securities (either 1, 2, 3, 5, 7,
10, 20 or 30 years) specified on the fact of this Note with
respect to which the CMT Rate will be calculated. If no such
maturity is specified on the face of this Note, the Designated
CMT Maturity Index shall be two years.
DETERMINATION OF ELEVENTH DISTRICT COST OF FUNDS RATE.
Eleventh District Cost of Funds Rate means, with respect to an
Interest Determination Date relating to an Eleventh District Cost
of Funds Rate (an "Eleventh District Cost of Funds Rate Interest
Determination Date"), the rate equal to the monthly weighted
average cost of funds for the calendar month preceding such
Eleventh District Cost of Funds Rate Interest Determination Date
as set forth under the caption "Eleventh District" on Telerate
page 7058 as of 11:00 a.m., San Francisco time, on such Eleventh
District Cost of Funds Rate Interest Determination Date. If such
rate does not appear on the Telerate page 7058 on any related
Eleventh District Cost of Funds Rate Interest Determination Date,
the Eleventh District Cost of Funds Rate for such Eleventh
District Cost of Funds Rate 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 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 Eleventh District Cost of Funds Rate Interest Determination
Date, then the Eleventh District Cost of Funds Rate for such
Eleventh District Cost of Funds Rate Interest Determination Date
will be the Eleventh District Cost of Funds Rate in effect on
such Eleventh District Cost of Funds Rate Interest Determination
Date. "Telerate Page 7058" means the display on the Dow Jones
Telerate Service on such page (or such other page as may replace
such page on the service for the purpose of displaying the
Eleventh District Cost of Funds Rate) for the purpose of
displaying the monthly average cost of the funds paid by member
institutions of the Eleventh Federal Home Loan Bank District.
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 certain
events involving the bankruptcy of the Corporation) 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. There is no right of acceleration
provided in the Indenture in case of a default in the payment of
interest or the performance of any other covenant by the
Corporation.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Corporation and the rights of the
holders of the Notes under the Indenture at any time by the
Corporation 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 such
Securities, to waive compliance by the Corporation 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
here for 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 Corporation, 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 Corporation 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 Corporation relating to
the Notes, upon surrender of this Note for registration of
transfer at the office or agency of the Corporation designated by
it pursuant to the Indenture, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the
Corporation 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 Corporation 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 Corporation, the Issuing and Paying Agent and any
agent of the Corporation or the Issuing and Paying Agent may
treat the entity 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 Corporation, the Issuing and
Paying Agent nor any such agent shall be affected by notice to
the contrary.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
[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 Corporation 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 Corporation 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.]
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 Corporation,
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 Corporation 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 (or the Paying Agent
on behalf of the Trustee) must receive at ______________, or at
such other place or places of which the Corporation shall from
time to time notify the Holder of this Note, not more than 60 nor
less than 30 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.]
RENEWABLE NOTE RIDER
The Corporation and the purchaser of this Note have agreed
that this Note is a Renewable Note which initially matures on the
Stated Maturity Date shown on the face of this Note. At each
Renewal Date, the maturity of this Note will be automatically
extended to the corresponding New Maturity Date unless the holder
of this Note delivers a completed Extension Termination Notice to
the Trustee or the Paying Agent on behalf of the Trustee not less
than 15 nor more than 30 days prior to the applicable Renewal
Date. The Extension Termination Notice may specify all or a
portion of the outstanding principal amount of the Note so long
as the principal amount of the Note remaining outstanding after
repayment is an integral multiple of $1,000. Upon timely
delivery of such Extension Termination Notice, the term of the
principal amount of this Note subject to such notice will be
deemed automatically to mature on the Stated Maturity Date or the
then applicable New Maturity Date, as the case may be. The
remaining principal balance of such Note, if any, will be deemed
to automatically be extended to the corresponding New Maturity
Date but in no circumstances may such maturity be extended beyond
the Final Maturity Date. Notwithstanding any such extension, the
interest rate applicable to this Note will continue to be
calculated as set forth in this Note.
STATED MATURITY DATE:_________________________________
FINAL MATURITY DATE:__________________________________
RENEWAL DATE (S) NEW MATURITY
DATE(S)
EXTENDIBLE NOTE RIDER
The Corporation and the purchaser of this Note have agreed
that this Note is an Extendible Note, whereby the Corporation has
the option to extend the maturity of this Note by delivery to the
Trustee (or any duly authorized Paying Agent) of an Extendible
Option Notice under the terms of this Note as supplemented by
this Extendible Note Rider.
Stated Maturity Date:
Final Maturity Date:
Extension Notice Extended
DUE DATE MATURITY DATE
The Corporation may exercise its option with respect to an
Extendible Note by delivery to the Trustee (or any duly appointed
Paying Agent) of an Extendible Option Notice at least 45 but not
more than 60 days prior to the Stated Maturity Date originally in
effect with respect to such Note or, if the Stated Maturity Date
of such Note has already been extended, the Extended Maturity
Date then in effect. After such receipt and not later than 40
days prior to the Stated Maturity Date or an Extended Maturity
Date, as the case may be (each, a "Maturity Date"), the Trustee
(or any duly appointed Paying Agent) will mail first class mail,
postage prepaid, to the holder of such Extendible Note a notice
(the "Extension Notice") relating to such extension period (the
"Extension Period") setting forth (i) the election of the
Corporation to extend the maturity of such Extendible Note, (ii)
the new Extended Maturity Date, (iii) in the case of a Fixed Rate
Note, the interest rate applicable to the Extension Period or, in
the case of a Floating Rate Note, the Spread and/or Spread
Multiplier applicable to the Extension Period, and (iv) the
provisions, if any, for redemption during the Extension Period,
including the date or dates on which, the period or periods
during which and the price or prices at which such redemption may
occur during the Extension Period. Upon the mailing by the
Trustee (or any duly appointed Paying Agent) of an Extension
Notice to the holder of an Extendible Note, the maturity of such
Note shall be extended automatically as set forth in the
Extension Notice, and, except as modified by the Extension Notice
and as described in the next paragraph, such Extendible Note will
have the same terms as prior to the mailing of such Extension
Notice.
Notwithstanding the foregoing, not later than 20 days prior
to the Maturity Date for an Extendible Note (or, if such date is
not a Business Day, on the immediately succeeding Business Day),
the Corporation may, at its option, revoke the interest rate, in
the case of a Fixed Rate Note, or the Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, provided for in
the Extension Notice and establish a higher interest rate, in the
case of a Fixed Rate Note, or a higher Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, for the
Extension period by mailing or causing the Trustee (or any duly
appointed Paying Agent) to mail notice of such higher interest
rate or higher Spread and/or Spread Multiplier, as the case may
be, first class mail, postage prepaid, to the holder of such
Note. Such notice shall be irrevocable. All Extendible Notes
with respect to which the Maturity Date is extended will bear
such higher interest rate, in the case of a Fixed Rate Note, or
higher Spread and/or Spread Multiplier, in the case of a Floating
Rate Note, for the Extension Period.
If the Corporation elects to extend the maturity of an
Extendible Note, the holder of such Note will have the option to
elect repayment of such Note by the Corporation on the Maturity
Date then in effect at a price equal to the principal amount
thereof plus any accrued and unpaid interest to such date. In
order for an Extendible Note to be so repaid on the Maturity
Date, the Corporation must receive, at least 15 days but not more
than 30 days prior to the Maturity Date then in effect with
respect to the Note, (i) the Note with the form "Option to Elect
Repayment" on the reverse of the Note duly completed or (ii) a
telegram, telex, facsimile transmission or a letter from a member
of a national securities exchange, or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in
the United States setting forth the name of the holder of the
Note, the principal amount of the Note, the principal amount of
the Note to be repaid, the certificate number or a description of
the tenor and terms of the Note, a statement that the option to
elect repayment is being exercised thereby and a guarantee that
the Note to be repaid, together with the duly completed form
entitled "Option to Elect Repayment" attached to the Note, will
be received by the Trustee (or any duly appointed Paying Agent)
not later than the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter, provided,
however, that such telegram, telex, facsimile transmission or
letter shall only be effective if such Note and duly completed
form are received by the Trustee (or any duly appointed Paying
Agent) by such fifth Business Day. Such option may be exercised
by the holder of an Extendible Note for less than the aggregate
principal amount of the Note then outstanding, provided that the
principal amount of the Note remaining outstanding after
repayment is an integral multiple of $1,000.