THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS
NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITORY 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
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) 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, a New York
corporation ("DTC"), 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 DTC (and any payment
is made to Cede & Co. or such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as 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 BANKAMERICA CORPORATION AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.
REGISTERED $_________________
NUMBER FLR _______ CUSIP 06605F_____
BANKAMERICA CORPORATION
MEDIUM-TERM SUBORDINATED NOTE, SERIES H
(Floating Rate)
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 RESET DATES: ________________
INTEREST RESET PERIOD:
INITIAL REDEMPTION DATE: /__/This Note is a Renewable
INITIAL REDEMPTION PERCENTAGE: Note.
ANNUAL REDEMPTION PERCENTAGE REDUCTION: See Attached Rider.
OPTIONAL PAYMENT DATE(S):
CALCULATION AGENT: /__/This Note is an
ADDITIONAL TERMS: Extendible Note.
See Attached Rider.
BANKAMERICA CORPORATION, a corporation duly organized and
existing under the laws of the State of Delaware (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 CEDE & CO., 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 as 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, 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
succeeding the Original Issue Date specified above, unless the
Original Issue Date occurs between a Regular Record Date, as
defined below, and the next Interest Payment Date, in which case
commencing on the Interest Payment Date following the next
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 as specified
above 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 preceding
Interest Payment Date in respect of which interest has been paid
or duly provided for (or from and including the Original Issue
Date specified above, if no interest has been paid) to but
excluding such Interest Payment Date or Maturity Date, as the
case may be; provided, however, that if the Interest Reset Period
specified above 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 or duly provided for (or from and
including the Original Issue Date specified above if no interest
has been paid or duly provided for) to and including the Regular
Record Date 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 that 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 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 that
is not a Business Day, principal or interest payable with respect
to such Maturity Date will be paid on the next 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 Regular Record
Date to the person in whose name this Note is registered at the
close of business on such next 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 or a legal holiday in New York, New York or Charlotte,
North Carolina, that (i) is not a day on which banking
institutions in New York, New York, or Charlotte, North Carolina
are authorized or required by law or regulation to be closed and
(ii) if the Base Rate is LIBOR, is a day on which dealings in
deposits in 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 (as described on the reverse hereof) from the
registered holder hereof not less than one Business Day prior to
the due date of such principal and (ii) presentation of this Note
to The Bank of New York, as Issuing and Paying Agent, 101 Barclay
Street, New York, New York 10286 (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.
BANKAMERICA CORPORATION
By:/s/ JOHN E. MACK
[SEAL] Title: Senior Vice President
ATTEST:
/S/ ALLISON L. GILLIAM
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:___________________________
Authorized Signatory
[Reverse of Note]
BANKAMERICA CORPORATION
MEDIUM-TERM SUBORDINATED NOTE,
SERIES H
(Floating Rate)
This 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 NationsBank Corporation and The Bank of New
York, as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture), as
supplemented by a First Supplemental Indenture dated as of August
28, 1998, 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 H, limited in aggregate principal
amount to $5,000,000,000. The Trustee shall initially act as
Security Registrar, Issuing and Paying Agent in connection with
the Notes.
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
registered 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 registered 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 will 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 (i) 360, or (ii) the actual number of days in the year, in the
case of Notes having the Treasury Rate or the CMT Rate as their
Base Rate, as specified on the face hereof.
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 is described on the
face hereof and on 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, each as specified on
the face hereof, (i) plus or minus the Spread, if any, specified
on the face hereof, and/or (ii) multiplied by the Spread
Multiplier, if any, specified on the face hereof. The interest
rate in effect with respect hereto during an Interest Reset
Period will be the rate determined on the Calculation Date (as
hereinafter defined) by reference to the Interest Determination
Date (as hereinafter defined). The interest rate in effect on
each day shall be (a) if such day is an Interest Reset Date, as
specified on the face hereof, the interest rate determined as of
the Interest Determination Date 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 immediately preceding Interest Reset Date,
provided that (i) the interest rate in effect from the Original
Issue Date to the initial 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 applicable Interest Reset
Date. The Interest Determination Date with respect to any Note
that has LIBOR as its Base Rate will be the second London Banking
Day (as defined below) preceding the applicable Interest Reset
Date. The Interest Determination Date with respect to any Note
that has the Eleventh District Cost of Funds Rate as its Base
Rate will be the last Business Day of the month immediately
preceding the applicable Interest Reset Date in which the Federal
Home Loan Bank (the "FHLB") of San Francisco publishes the Index
(as defined below). The Interest Determination Date with respect
to any Note that has the Treasury Rate as its Base Rate will be
the day of the week in which the applicable 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 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-Non-Financial." 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 securities 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 calculated in
accordance with the following formula:
Money Market Yield = D x 360
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. "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 the applicable LIBOR rate 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 commencing on the
applicable Interest Reset Date 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
commencing on the applicable Interest Reset Date 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 offered 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 offered 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,
Page 3750) 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, Australian dollars, Canadian
dollars, Deutsche marks, Italian lire, Swiss francs and ECUs, the
Principal Financial Center shall be The City of New York, Sydney,
Toronto, Frankfurt, Milan, Zurich 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 such 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 for Federal Funds 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 for 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 US PRIME 1 (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 US PRIME 1
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 rates appear on the Reuters Screen US PRIME 1, 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 the
Prime Rate Interest Determination 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 $500,000,000 and being subject to supervision or
examination by federal or state authority, selected by the
Calculation Agent; provided, however, that if the banks so
selected as aforesaid are not quoting prime rates, 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 US PRIME 1" means the display designated as
page "US PRIME 1" on the Reuters Monitor Money Rates Service (or
such other page as may replace the US PRIME 1 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 so quoting such rates, 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 Designated 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,
as specified on the face hereof, 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
such 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 such
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 such 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 then 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
Treasury 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 hereof
(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)), for the purpose of displaying Treasury
Constant Maturity as reported in H.15(519). If no such page is
specified, the Designated 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 face hereof with respect to
which the CMT Rate will be calculated. If no such maturity is
specified on the face hereof, 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 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 then 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, and 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.
The Calculation Agent shall calculate the interest rate
hereon in accordance with the foregoing on or before each Calcu-
lation Date. At the request of the registered holder hereof, the
Calculation Agent will provide to such 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.
The provisions of Article Fourteen of the Indenture do not
apply to the Notes.
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
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 Corporation, which is absolute and
unconditional, to pay the principal of and interest on this Note
at the times, 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 supplemental 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 or the Security Registrar duly
executed by, the registered 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 Trustee, the Issuing and Paying
Agent and any agent of the Corporation, the Trustee 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 Trustee, 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.
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 The 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
holder 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 or 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 within 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 it appears 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 any duly
appointed paying agent) must receive at ______________, or at
such other place or places of which the Corporation shall from
time to time notify the registered 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 hereof, 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 registered 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 registered 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 hereof. At each Renewal
Date, as specified below, the maturity of this Note will be
automatically extended to the corresponding New Maturity Date, as
specified below, unless the registered holder of this Note elects
to terminate the automatic extension of the maturity of this Note
or any portion hereof and delivers a completed Extension
Termination Notice to the Trustee (or any duly appointed paying
agent) 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 set forth below. An
election to terminate the automatic extension of the maturity
hereof shall be irrevocable and binding on each holder hereof.
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 for one or more
whole year periods, as set forth below (each, an "Extension
Period"), up to but not beyond the Final Maturity Date set forth
below, 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 hereto
by delivery to the Trustee (or any duly appointed paying agent)
of notice of such exercise at least 45 but not more than 60 days
prior to the Stated Maturity Date originally in effect with
respect hereto or, if the Stated Maturity Date has already been
extended, prior to the maturity date then in effect (each, an
"Extended Maturity Date"). 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 registered holder hereof 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 hereof, (ii) the new Extended
Maturity Date, (iii) 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 registered
holder hereof, the maturity hereof shall be extended
automatically as set forth in such Extension Notice, and, except
as modified by the Extension Notice and as described in the next
paragraph, this 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 hereof (or, if such date is not a Business
Day, on the immediately succeeding Business Day), the Corporation
may, at its option, revoke the Spread and/or Spread Multiplier
provided for in the Extension Notice and establish a higher
Spread and/or Spread Multiplier for the Extension Period by
mailing or causing the Trustee (or any duly appointed paying
agent) to mail notice of such higher Spread and/or Spread
Multiplier, first class mail, postage prepaid, to the registered
holder hereof. Such notice shall be irrevocable. Thereafter,
this Note will bear such Spread and/or Spread Multiplier for the
Extension Period.
If the Corporation elects to extend the maturity hereof, the
registered holder hereof will have the option to elect repayment
hereof by the Corporation on the Maturity Date then in effect at
a price equal to the principal amount hereof plus any accrued and
unpaid interest to such date. In order for this 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 hereto, (i) this Note with the
form "Option to Elect Repayment" on the reverse hereof 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 registered holder hereof, the principal amount hereof to
be repaid, the certificate number or a description of the tenor
and terms hereof, a statement that the option to elect repayment
is being exercised thereby and a guarantee that this Note,
together with the duly completed form entitled "Option to Elect
Repayment" attached hereto, 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 this 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 registered holder hereof for
less than the aggregate principal amount hereof then outstanding,
provided that the principal amount hereof remaining outstanding
after repayment is an integral multiple of $1,000.