<Page>
Exhibit 4.1
SENIOR MEDIUM-TERM NOTE
IF INDICATED ON THE FACE HEREOF THAT THIS NOTE IS A GLOBAL SECURITY, IT IS
EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES HEREINAFTER
DESCRIBED AND MAY NOT BE TRANSFERRED UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR SECURITIES IN DEFINITIVE FORM AND EXCEPT 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 OR BY THE DEPOSITORY OR A
NOMINEE OF THE DEPOSITORY TO A SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY.
In addition, if indicated on the face hereof that this Note is a Global
Security, unless this Note is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer or
its agents for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.
REGISTERED REGISTERED
NUMBER: PRINCIPAL AMOUNT: $
CUSIP:
WELLS FARGO FINANCIAL, INC.
SENIOR MEDIUM-TERM NOTE, SERIES D
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.
Floating Rate Note |_| or _____% Fixed Rate Note |_|
Original Issue Date:
Interest Accrual Date:
Maturity Date:
Issue Price:
Redemption Date(s):
Redemption Price(s):
Other Provisions:
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Repayment Date(s):
Repayment Price(s):
Interest Payment Period:
Interest Payment Dates:
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period OID:
Method Used to Determine
Yield to Maturity and Initial
Accrual Period OID:
Original Issue Discount Note: |_| Yes |_| No
Global Security Note: |_| Yes |_| No
(Only applicable if this is a Floating Rate Note):
Initial Interest Rate:
Index Maturity:
Base Rate:
Designated CMT Telerate Page:
Interest Reset Period:
Interest Reset Dates:
Spread (plus or minus):
Spread Multiplier:
Maximum Interest Rate:
Minimum Interest Rate:
LIBOR Currency (if other than U.S. Dollars):
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: $
WELLS FARGO FINANCIAL, INC., a corporation duly organized and
existing under the laws of the State of Iowa (the "Company"), for value
received, hereby promises to pay to the Registered Owner identified above (the
"Registered Owner"), or registered assigns, the "Principal Amount," as set forth
above, on the "Maturity Date," as set forth above, and to pay interest thereon
as described herein.
The principal of (and premium, if any) and interest on this Note are
payable by the Company as specified above.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH IN FULL BELOW, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.
Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
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Dated:
WELLS FARGO FINANCIAL, INC.
By: ________________________________
[Chairman/Vice Chairman/President/
Vice President]
Attest and Countersign:
[Corporate Seal] By: ________________________________
[Secretary/Assistant Secretary/
Treasurer/Assistant Treasurer]
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities, of
the series designated herein,
issued under the within-
mentioned Indenture
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By: _______________________________________
Authorized Officer
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1. This Note is one of a duly authorized issue of debt securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of November 1, 1991 between the Company and
The First National Bank of Chicago (now called Bank One Trust Company, National
Association), as Trustee (herein called the "Trustee") (said Indenture as it may
be amended and supplemented from time to time, being herein called the
"Indenture"), to which Indenture and all Indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Note is one of a series designated
as Medium-Term Notes, Series D of the Company (herein called the "Notes"). The
Notes are limited (except as otherwise provided in the Indenture) to the
aggregate principal amount established from time to time by the Board of
Directors of the Company. The Notes may be issued at various times with
different maturity dates and different principal redemption provisions, may bear
interest at different rates, and may otherwise vary, all as provided in the
Indenture.
2. A. The "Record Date" pertaining to any Interest Payment Date (as
defined below) shall mean (a) with respect to Fixed Rate Notes, the first day of
the calendar month if such Interest Payment Date is the fifteenth day of the
calendar month or the fifteenth day of the calendar month next preceding such
Interest Payment Date if such Interest Payment Date is the first day of the
calendar month, in each case whether or not such date shall be a Business Day
(as defined below) and (b) with respect to Floating Rate Notes, the fifteenth
day preceding each Interest Payment Date, whether or not such date shall be a
Business Day. Interest which is payable and punctually paid or duly provided for
on any Interest Payment Date shall be paid to the Person in whose name the Note
is registered at the close of business on the Record Date next preceding such
Interest Payment Date; PROVIDED, HOWEVER, that interest payable at Maturity or
upon earlier redemption or repayment will be to the Person to whom principal
shall be payable; PROVIDED, FURTHER, that the first payment of interest on any
Note originally issued between a 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 Record Date to the Registered Owner on such next succeeding
Record Date. "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday, that meets each of the following applicable requirements: the day is (a)
not a day on which banking institutions are authorized or required by law,
regulation or executive order to be closed in the Borough of Manhattan, The City
of New York, (b) with respect to LIBOR Notes, a London Banking Day. "London
Banking Day" means any day on which dealings in deposits in U.S. Dollars are
transacted in the London interbank market. All percentages resulting from
calculations will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five millionths of a percentage
point being rounded upwards, and all currency or currency unit amounts used and
resulting from such calculations on the Notes will be rounded to the nearest
one-hundredth of a unit (with .005 of a unit being rounded upwards).
Interest payments in respect of the Notes will equal the amount of
interest accrued from and including the immediately preceding Interest Payment
Date in respect of which interest has been paid or duly made available for
payment (or from and including the Original Issue Date, if no interest has been
paid with respect to the applicable Note) to but excluding the related Interest
Payment Date or the Maturity Date (or date of redemption or repayment), as the
case may be.
B. If this is a "Fixed Rate Note" as indicated on the face
hereof, the Company promises to pay interest on the Principal Amount stated on
the face hereof at the rate per annum shown on the face hereof until such
Principal Amount is paid or made available for payment. The Company will pay
interest semi-annually each April 1 and October 1 or, if specified on the face
hereof, such other dates (the date on which interest will be payable, each an
"Interest Payment Date"), commencing with the Interest Payment Date immediately
following the Original Issue Date
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shown on the face hereof (the "Original Issue Date") (subject to the last
proviso in the second sentence of Section 2.A hereof) and at Maturity or upon
earlier redemption or repayment. Interest will accrue from and including the
most recent Interest Payment Date or, if no interest has been paid or duly
provided for, from and including the Original Issue Date, in each case, to but
excluding the Interest Payment Date. The amount of such interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year of twelve
30-day months. If any Interest Payment Date or the Maturity Date (or date of
redemption or repayment) of this Note falls on a day that is not a Business Day,
the required payment of principal, premium, if any, and/or interest will be made
on the next succeeding Business Day as if made on the date such payment was due,
and no interest will accrue on such payment for the period from and after such
Interest Payment Date or the Maturity Date (or date of redemption or repayment),
as the case may be, to the date of such payment on the next succeeding Business
Day.
C. If this is a "Floating Rate Note" as indicated on the face
hereof, the Company promises to pay interest on the Principal Amount stated on
the face hereof at the rate per annum equal to the Initial Interest Rate shown
on the face hereof (an "Initial Interest Rate") until the first Interest Reset
Date shown on the face hereof following the Original Issue Date specified on the
face hereof (an "Interest Reset Date") and thereafter at a rate determined in
accordance with the provisions below under the heading "Determination of CD
Rate," "Determination of Commercial Paper Rate," "Determination of Federal Funds
Rate," "Determination of LIBOR," "Determination of Prime Rate", "Determination
of CMT Rate" or "Determination of Treasury Rate" depending upon whether the Base
Rate specified on the face hereof (the "Base Rate") is the CD Rate, Commercial
Paper Rate, Federal Funds Rate, LIBOR, Prime Rate, CMT Rate or Treasury Rate,
respectively, until the Principal Amount stated on the face hereof is paid or
duly made available for payment. The Company will pay interest monthly,
quarterly, semi-annually or annually as specified on the face hereof under
"Interest Payment Period", commencing with the first Interest Payment Date
specified on the face hereof next succeeding the Original Issue Date (subject to
the last proviso in second sentence of Section 2.A hereof), and at Maturity or
upon earlier redemption or repayment. Unless otherwise provided on the face
hereof, the dates on which interest will be payable will be, in the case of
Notes with a monthly Interest Payment Period, the third Wednesday of each month;
in the case of Notes with a quarterly Interest Payment Period, the third
Wednesday of March, June, September and December; in the case of Notes with a
semi-annual Interest Payment Period, the third Wednesday of the two months
specified on the face hereof; and in the case of Notes with an annual Interest
Payment Period, the third Wednesday of the month specified on the face hereof;
PROVIDED, HOWEVER, that if an Interest Payment Date, other than at the Maturity
Date (or date of redemption or repayment), as the case may be, would fall on a
day that is not a Business Day, such Interest Payment Date shall be postponed to
the next day that is a Business Day, except that in case the Base Rate is LIBOR,
as specified on the face hereof, if such date falls in the next calendar month,
such Interest Payment Date shall be the immediately preceding Business Day;
PROVIDED, FURTHER, that if the Maturity Date (or date of redemption or
repayment) of this Note falls on a day that is not a Business Day, the required
payment of principal, premium, if any, and/or interest will be made on the next
succeeding Business Day as if made on the date such payment was due, and no
interest will accrue on such payment for the period from and after the Maturity
Date (or date of redemption or repayment), as the case may be, to the date of
such payment on the next succeeding Business Day.
The interest payable on a Floating Rate Note on each Interest
Payment Date will include accrued interest from and including the Original Issue
Date or from and including the last date in respect of which interest has been
paid, as the case may be, to but excluding such Interest Payment Date, Maturity
Date or date of redemption or repayment, as the case may be. Such accrued
interest will be calculated by multiplying the principal amount hereof by an
accrued interest factor. This accrued interest factor shall be computed by
adding the interest factors calculated for each day in
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the period 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 applicable to such day by 360 if the Base Rate is the CD Rate,
Commercial Paper Rate, Federal Funds Rate, LIBOR or Prime Rate, as indicated on
the face hereof, or by the actual number of days in the year if the Base Rate is
the CMT Rate or Treasury Rate, as indicated on the face hereof. The interest
rate in effect on each day will be (a) if such day is an Interest Reset Date,
the interest rate with respect to 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 with respect to the Interest
Determination Date pertaining to the next preceding Interest Reset Date;
PROVIDED, HOWEVER, that the interest rate in effect from the Original Issue Date
to the first Interest Reset Date will be the Initial Interest Rate.
Notwithstanding the foregoing, the interest rate shall not be greater than the
"Maximum Interest Rate", if any, or less than the "Minimum Interest Rate", if
any, shown on the face hereof. In addition, the interest rate shall in no event
be higher than the maximum rate, if any, permitted by New York law, as the same
may be modified by United States law of general application. Commencing with the
first Interest Reset Date specified on the face hereof following the Original
Issue Date and thereafter upon each succeeding Interest Reset Date specified on
the face hereof, the rate at which interest on a Floating Rate Note is payable
shall be adjusted as provided herein; PROVIDED, HOWEVER, that 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 (i) if the Base Rate is LIBOR and such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day or (ii) if the Base Rate is the Treasury Rate and the
Interest Reset Date falls on a date which is an auction date, the Interest Reset
Date shall be the following day that is a Business Day.
The "Interest Determination Date" pertaining to an Interest Reset
Date will be, if the Base Rate is the CD Rate, Commercial Paper Rate, Federal
Funds Rate, CMT Rate or Prime Rate, the second Business Day next preceding such
Interest Reset Date. The "Interest Determination Date" pertaining to an Interest
Reset Date will be, if the Base Rate is LIBOR, the second London Banking Day
next preceding such Interest Reset Date. The "Interest Determination Date"
pertaining to an Interest Reset Date will be, if the Base Rate is the Treasury
Rate, the day of the week in which such Interest Reset Date falls on which
Treasury bills (as defined below) of the Index Maturity specified on the face
hereof are auctioned (the "Index Maturity"). Treasury bills are normally
auctioned on Monday of each week, unless that day is a legal holiday, in which
case the auction is normally held on the following Tuesday, except that such
auction may be held on the preceding Friday. If, as a result of a legal holiday,
an auction is so held on the preceding Friday, such Friday will be the Interest
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week.
Subject to applicable provisions of law and except as specified
herein, on each Interest Reset Date the rate of interest shall be the rate
determined in accordance with the provisions of the applicable heading below.
DETERMINATION OF CD RATE. If the Base Rate is the CD Rate, as
indicated on the face hereof, the interest rate shall equal (a) the rate on the
applicable Interest Determination Date for negotiable certificates of deposit
having the Index Maturity specified on the face hereof (1) as published by the
Board of Governors of the Federal Reserve System (the "Board") in "Statistical
Release H.15(519) Selected Interest Rates" or any successor publication of the
Board ("H.15(519)"), under the heading "CDs (secondary market)" or (2) if such
rate is not so published by 3:00 P.M., New York City time, on the Calculation
Date (as defined below) pertaining to such Interest Determination Date, then as
described in H.15(519) Daily Update (the "H.15 Daily Update") published by the
Board for the day in respect of certificates of deposit having the Index
Maturity specified on the face hereof under the caption "CDs (secondary
market)," or another
4.1-6
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recognized electronic source used for the purpose of displaying the applicable
rate or (b) if neither of such rates is published by 3:00 P.M., New York City
time, on such Calculation Date, the arithmetic mean (as calculated by the
Calculation Agent (as defined below)) of the secondary market offered rates as
of 10:00 A.M., New York City time, on such Interest Determination Date of three
leading non-bank dealers in negotiable U.S. Dollar certificates of deposit in
The City of New York (which may include the Agents or their respective
affiliates) 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 (as specified on the face hereof) in a
denomination of $5,000,000, in each of the above cases adjusted by the addition
or subtraction of the Spread, if any, specified on the face hereof (the
"Spread"), or by multiplication by the Spread Multiplier, if any, specified on
the face hereof (the "Spread Multiplier"); PROVIDED, HOWEVER, that if fewer than
three dealers are quoting as mentioned above, the interest rate in effect hereon
until the Interest Reset Date next succeeding the Interest Reset Date to which
such Interest Determination Date relates shall be the same as the rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the Initial Interest Rate).
DETERMINATION OF COMMERCIAL PAPER RATE. If the Base Rate is the
Commercial Paper Rate, as indicated on the face hereof, the interest rate shall
equal (a) the Money Market Yield (as defined herein) on the applicable Interest
Determination Date of the rate for commercial paper having the Index Maturity
specified on the face hereof (1) as published in H.15(519), under the heading
"Commercial Paper-nonfinancial", or (2) if such rate is not so published by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then as published in the H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying such rate, under
the caption "Commercial Paper-nonfinancial" or (b) if neither of such rates is
published by 3:00 P.M., New York City time, on such Calculation Date, the Money
Market Yield of the arithmetic mean (as calculated by the Calculation Agent) of
the offered rates, as of 11:00 A.M., New York City time on such Interest
Determination Date, of three leading dealers of commercial paper in The City of
New York (which may include the Agents or their respective affiliates) selected
by the Calculation Agent, for commercial paper of the Index Maturity specified
on the face hereof placed for an industrial issuer whose bond rating is "AA", or
the equivalent, from a nationally recognized rating agency, in each of the above
cases adjusted by the addition or subtraction of the Spread, if any, specified
on the face hereof, or by multiplication by the Spread Multiplier, if any,
specified on the face hereof; PROVIDED, HOWEVER, that if fewer than three
dealers are quoting as mentioned above, the interest rate in effect hereon until
the Interest Reset Date next succeeding the Interest Reset Date to which such
Interest Determination Date relates shall be the same as the rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the Initial Interest Rate).
"Money Market Yield" shall be the yield calculated in accordance
with the following formula:
Money Market Yield = D X 360 x 100
----------------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the interest period for which interest is being calculated.
DETERMINATION OF FEDERAL FUNDS RATE. If the Base Rate is Federal
Funds Rate, as indicated on the face hereof, the interest rate shall equal (a)
the rate on the applicable Interest Determination Date for U.S. Dollar funds (1)
as published in H.15(519), under the heading
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"Federal Funds (effective)," as such rate is displayed on Moneyline Telerate
Page 120 (or any other page as may replace such page on such service) or (2) if
such rate is not so published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, then as
published in the H.15 Daily Update under the caption "Federal funds
(effective)," or such other recognized electronic source used for the purpose of
displaying the applicable rate or (b) if neither of such rates is published by
3:00 P.M., New York City time, on such Calculation Date, the arithmetic mean (as
calculated by the Calculation Agent) of the rates for the last transaction in
overnight U.S. dollar federal funds arranged by three leading brokers of U.S.
dollar federal funds transactions in New York City (which may include the Agents
or their respective affiliates) selected by the Calculation Agent, prior to 3:00
P.M., New York City time on such Interest Determination Date, in each of the
above cases adjusted by the addition or subtraction of the Spread, if any,
specified on the face hereof, or by multiplication by the Spread Multiplier, if
any, specified on the face hereof; PROVIDED, HOWEVER, that if fewer than three
brokers are quoting as mentioned above, the interest rate in effect hereon until
the Interest Reset Date next succeeding the Interest Reset Date to which such
Interest Determination Date relates shall be the same as the rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the Initial Interest Rate).
DETERMINATION OF LIBOR. If the Base Rate is LIBOR, as indicated on
the face hereof, the interest rate shall equal LIBOR, adjusted by the addition
or subtraction of the Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the face hereof.
"LIBOR" will be determined by the Calculation Agent in accordance
with the following provisions:
(i) LIBOR for any Interest Determination Date will be
determined as follows: (A) if LIBOR is specified on the face hereof
to be "LIBOR-Reuters", LIBOR will be the arithmetic mean of the
offered rates (unless the Reuters Screen LIBOR Page by its terms
provides only for a single rate, in which case the single rate will
be used) for deposits in U.S. dollars or the designated LIBOR
currency (if other than U.S. Dollars) having the Index Maturity
specified on the face hereof, commencing on the second London
Banking Day immediately following such Interest Determination Date,
which appear on the Reuters Screen LIBOR Page as of 11:00 a.m.,
London time, on such Interest Determination Date, or (B) if LIBOR is
specified on the face hereof to be "LIBOR-Telerate" or "LIBOR",
LIBOR for such Interest Determination Date will be the rate for
deposits in U.S. Dollars (if the U.S. Dollar is the LIBOR currency)
having the Index Maturity specified on the face hereof commencing on
the second London Banking Day immediately following such Interest
Determination Date, which appears on the Telerate Page 3750 or such
other page as may replace Telerate Page 3750 on that service for the
purpose of displaying London interbank offered rates of major banks
(the "Telerate Page") as of 11:00 A.M., London time, on such
Interest Determination Date. If fewer than two offered rates appear,
in the case of alternative (A) above, or if such rate does not
appear on the Telerate Page, in the case of alternative (B) above,
the rate for such Interest Determination Date will be determined as
if the rate had been specified as described in (ii) below.
(ii) With respect to an Interest Determination Date on which
fewer than two offered rates appear on the Reuters Screen LIBOR Page
or if the rate for deposits does not appear on the Telerate Page as
applicable and as specified in (i) above, LIBOR will be determined
on the basis of the rates at which deposits in U.S. dollars or the
designated LIBOR currency (if other than U.S. Dollars) are offered
by four major banks
4.1-8
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in the London interbank market (which may include the Agents or
their respective affiliates) selected by the Calculation Agent at
approximately 11:00 a.m., London time, on such Interest
Determination Date to prime banks in the London interbank market
having the Index Maturity specified on the face hereof commencing on
the second London Banking Day immediately following such Interest
Determination Date and in a principal amount equal to an amount of
not less than U.S. $1,000,000, or the equivalent in the LIBOR
currency, that is representative for a single transaction in such
market at such time. The Calculation Agent will request the
principal London office of each of such banks to provide a quotation
of its rate. If at least two such quotations are provided, LIBOR in
respect of such Interest Determination Date will be the arithmetic
mean of such quotations. If fewer than two quotations are provided,
LIBOR in respect of such Interest Determination Date will be the
arithmetic mean of the rates quoted by three major banks (which may
include the Agents or their respective affiliates) in The City of
New York or the applicable principal financial center for the
country of the LIBOR currency (if other than U.S. Dollars) selected
by the Calculation Agent at approximately 11:00 a.m., New York time,
on such Interest Determination Date for loans in U.S. Dollars or the
designated LIBOR currency (if other than U.S. Dollars) to leading
European banks, having the Index Maturity specified on the face
hereof commencing on the second London Banking Day immediately
following such Interest Determination Date and in a principal amount
equal to an amount of not less than U.S. $1,000,000, or the
equivalent in the LIBOR currency, that is representative for a
single transaction in such market at such time; PROVIDED, HOWEVER,
that if fewer than three banks selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, LIBOR
for the applicable period will be the same as LIBOR for the
immediately preceding Interest Reset Period (or, if there was no
such Interest Reset Period, the Initial Interest Rate).
"Reuters Screen LIBOR Page" means the display designated as page
"LIBOR" on the Reuters Monitor Money Rates Service, or any successor service (or
such other page as may replace the LIBOR page on that service for the purpose of
displaying London interbank offered rates of major banks).
"Telerate Page" refers to the display on Moneyline Telerate, or any
successor service, for the purpose of displaying the London interbank rates of
major banks for the applicable LIBOR currency.
DETERMINATION OF TREASURY RATE. If the Base Rate is Treasury Rate,
as indicated on the face hereof, the interest rate shall equal the rate for the
auction held on the applicable Interest Determination Date of direct obligations
of the United States ("Treasury bills") having the Index Maturity shown on the
face hereof as such rate appears on either Telerate Page 56 or 57 under the
caption "Investment Rate," or any other pages as may replace such pages on such
service or a successor service or, if not so published by 3:00 P.M., New York
City time, on the Calculation Date pertaining to such Interest Determination
Date, the bond equivalent yield of the rate for Treasury bills having the Index
Maturity shown on the face hereof as published in the daily update of H.15(519)
or another recognized source for the purpose of displaying the applicable rate
under the heading, "U.S. government securities-Treasury bills-Average high." If
such rate is not published by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, then the rate of interest
hereon will be the auction average rate on such Interest Determination Date
(expressed as a bond equivalent yield on the basis of a year of 365 or 366 days,
as applicable, and applied on a daily basis) as otherwise announced by the
United States Department of the Treasury, in either case, adjusted by the
addition or subtraction of the Spread, if any, specified on the face hereof, or
by multiplication by the Spread Multiplier, if any, specified on
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the face hereof. In the event that the results of the auction of Treasury bills
having the Index Maturity shown on the face hereof are not published or reported
as provided in the preceding sentence by 3:00 P.M., New York City time, on such
Calculation Date, or if no auction is held on such Interest Determination Date,
then the rate of interest hereon will be the rate (expressed as a bond
equivalent yield on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis, and rounded, if necessary, to the nearest
one-hundred-thousandth of a percentage point, with five-millionths of a
percentage point rounded upwards) on such Interest Determination Date of
Treasury bills having the Index Maturity shown on the face hereof as published
in H.15(519) under the caption "U.S. government securities-Treasury bills
(secondary market)" or, if not yet published by 3:00 P.M., New York City time,
on such Interest Calculation Date, the rate (expressed as a bond equivalent
yield on the basis of a year of 365 or 366 days, as applicable, and applied on a
daily basis, and rounded, if necessary, to the nearest one hundred-thousandth of
a percentage point, with five-millionths of a percentage point rounded upwards)
on such Interest Calculation Date of Treasury bills having the Index Maturity
shown on the face hereof as published in the H.15 Daily Update under the caption
"U.S. Government Securities/Treasury Bills/Secondary Market" or such other
recognized electronic source used for the purpose of displaying the applicable
rate, adjusted by the addition or subtraction of the Spread, if any, specified
on the face hereof, or by multiplication of the Spread Multiplier, if any,
specified on the face hereof. In the event that the results of the auction of
Treasury bills having the Index Maturity shown on the face hereof are not
published or reported as provided above by 3:00 P.M., New York City time, on
such Calculation Date, then the rate of interest hereon shall be calculated by
the Calculation Agent and shall be a yield to Maturity (expressed as a bond
equivalent yield on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary market bid
rates, as of approximately 3:30 P.M., New York City time on such Interest
Determination Date, of three leading primary United States government securities
dealers (which may include the Agents or their respective affiliates) selected
by the Calculation Agent, for the issue of Treasury bills with a remaining
maturity closest to the Index Maturity shown on the face hereof, adjusted by the
addition or subtraction of the Spread, if any, specified on the face hereof, or
by multiplication by the Spread Multiplier, if any, specified on the face
hereof; PROVIDED, HOWEVER, that if fewer than three dealers selected as
aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the interest rate in effect hereon until the Interest Reset Date next succeeding
the Interest Reset Date to which such Interest Determination Date relates shall
be the same as the rate for the immediately preceding Interest Reset Period (or,
if there was no such Interest Reset Period, the Initial Interest Rate).
DETERMINATION OF CMT RATE. If the Base Rate is CMT Rate, as
indicated on the face hereof, the interest rate shall equal the CMT Rate
adjusted by the addition or subtraction of the Spread, if any, specified on the
face hereof, or by multiplication by the Spread Multiplier, if any, specified on
the face hereof.
"CMT Rate" shall mean, with respect to any 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 Index Maturity specified on
the face hereof for (i) if the Designated CMT Telerate Page is 7051, the rate on
such Interest Determination Date and (ii) if the Designated CMT Telerate Page is
7052, the week or the month, as applicable, ended immediately preceding the week
in which the related Interest Determination Date occurs. If such rate is no
longer displayed on the relevant page, or if not displayed by 3:00 P.M., New
York City time, on the related Calculation Date, then the CMT Rate for such
Interest Determination Date will be such treasury constant maturity rate for the
Index Maturity specified on the face hereof (or other United States Treasury
rate for such Index Maturity) for the Interest Determination Date with respect
to such Interest Reset Date as published in the relevant H.15(519). If such rate
is no longer published in H.15(519), or is
4.1-10
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not published by 3:00 P.M., New York City time, on the related Calculation Date,
then the CMT Rate for such Interest Determination Date will be the treasury
constant maturity rate for the Index Maturity specified on the face hereof) (or
other United States Treasury rate for such Index Maturity) for the Interest
Determination Date with respect to such Interest Reset Date, as may then be
published by either the Board of Governors of the Federal Reserve System or the
United States Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated CMT Telerate
Page and published in the relevant H.15(519). If such information is not
provided by 3:00 P.M., New York City Time, on the related Calculation Date, then
the CMT Rate for the 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 Interest Determination Date reported, according to
their written records, by three leading primary United States government
securities dealers (each, a "Reference Dealer") in The City of New York (which
may include the Agents or their respective affiliates) selected by the
Calculation Agent (from five such Reference Dealers selected by the Calculation
Agent and eliminating the highest quotation (or, in the event of equality, one
of the highest) and the lowest quotation (or, in the event of equality, one of
the lowest)), for the most recently issued direct noncallable fixed rate
obligations of the United States ("Treasury Notes") with an original maturity of
approximately the Index Maturity specified on the face hereof and a remaining
term to maturity of not less than such Index Maturity minus one year. If the
Calculation Agent cannot obtain three such Treasury Note quotations, the CMT
Rate for such 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 offer side prices as of approximately 3:30 P.M., New York City
time, on the Interest Determination Date of three Reference Dealers in The City
of New York (from five such Reference Dealers selected by the Calculation Agent
and eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the Number of years
that is the next highest to the Index Maturity specified on the face hereof and
a remaining term to maturity closest to such Index Maturity and in an amount of
at least $100,000,000. If three or four (and not five) of such Reference 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 the
lowest of such quotes will be eliminated; PROVIDED, HOWEVER, that if fewer than
three Reference Dealers selected by the Calculation Agent are quoting as
described herein, the CMT Rate will be the CMT Rate in effect on such 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 such Index Maturity, the quotes for the Treasury Note with the shorter
remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Moneyline
Telerate Service, or any successor 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)). If
no such page is designated, the Designated CMT Telerate Page shall be 7052, for
the most recent week.
DETERMINATION OF PRIME RATE. If the Base Rate is Prime Rate, as
indicated on the face hereof, the interest rate shall equal the Prime Rat
adjusted by the addition or subtraction of the Spread, if any, specified on the
face hereof, or by multiplication by the Spread Multiplier, if any, specified on
the face hereof.
"Prime Rate" shall mean, with respect to any Interest Determination
Date, the rate for such Interest Determination Date as published in H.15(519)
under the heading "Bank prime loan." If such rate is not published in H.15(519)
on the Calculation Date for such Interest Determination Date, then the Prime
Rate for the Interest Determination Date will be calculated by the Calculation
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Agent and will be a rate equal to the arithmetic mean (rounded upwards, if
necessary, to the next higher one hundred-thousandth of a percentage point) of
the rates publicly announced by each bank on the Reuters Screen USPRIME1 Page as
its prime rate or base lending rate as in effect for that Interest Determination
Date; PROVIDED HOWEVER, that if fewer than four such rates but more than one
such rate appear on the Reuters Screen USPRIME1 Page for the Interest
Determination Date, then the Prime Rate for such Interest Determination Date
will be calculated by the Calculation Agent to be (a) 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 Interest Determination
Date furnished in The City of New York by at least two of the three money center
banks selected by the Calculation Agent, or (b) if fewer than two quotations
appear on the Reuters Screen USPRIME1 Page, the Prime Rate shall be the
arithmetic mean of the prime rates furnished in The City of New York by the
appropriate member 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 to
provide such rate or rates; PROVIDED, further, that if the banks or trust
companies selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the interest rate in effect hereon until the
Interest Reset Date next succeeding the Interest Reset Date to which such
Interest Determination Date relates shall be the same as the rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the Initial Interest Rate).
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 any such day is not a Business Day, the next
succeeding Business Day and (ii) the Business Day immediately preceding the
applicable Interest Payment Date or the Maturity Date (or date of redemption or
repayment) as the case may be. The Calculation Agent shall calculate the
interest rate hereon in accordance with the foregoing and will confirm in
writing such calculation to the Trustee and any Paying Agent immediately after
each determination. Neither the Trustee nor any Paying Agent shall be
responsible for any such calculation. At the request of the Holder hereof, the
Calculation Agent will provide the interest rate hereon then in effect and, if
determined, the interest rate which will become effective as of the next
Interest Reset Date.
3. Payments of interest on this Note (other than at Maturity or earlier
redemption or repayment) will be paid by check mailed to the Holder at the
address appearing on the Securities Register on the applicable Record Date.
Notwithstanding the foregoing, the Company may, at its option, make such
payments by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received in writing by such Trustee not less
than 15 calendar days prior to the applicable Interest Payment Date. Unless
indicated on the face hereof that this Note is a Global Security, the principal
hereof and any premium and interest hereon payable at Maturity or earlier
redemption or repayment will be paid by wire transfer of immediately available
funds upon surrender of this Note at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York.
If indicated on the face hereof that this Note is a Global Security, the
principal hereof and any premium and interest due on any Interest Payment Date
or at Maturity or earlier redemption or repayment will be made available to the
Trustee on such date. As soon as possible thereafter, the Trustee will make such
payments to the Depository (as defined below) in accordance with existing
arrangements between the Trustee and the Depository.
4. If specified on the face hereof, this Note may be redeemed, as a whole
or from time to time in part, at the option of the Company, on not less than 30
nor more than 90 days prior notice given as provided in the Indenture, on any
Redemption Date(s) and at the related Redemption Price(s) set forth on the face
hereof. If less than all the Outstanding Notes of like tenor and terms
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are to be redeemed, the particular Notes to be redeemed shall be selected by the
Trustee by such method as the Trustee shall deem fair and appropriate; PROVIDED,
HOWEVER, that such selection shall be of principal amounts equal to the minimum
authorized denomination for such Notes or any integral multiple thereof. The
notice of such redemption shall specify which Notes are to be redeemed. In the
event of redemption of this Note in part only, a new Note or Notes of this
series of like tenor and terms for the unredeemed portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof. The Notes of this
series are not subject to any sinking fund.
5. If specified on the face hereof, this Note will be subject to repayment
at the option of the Holder hereof on the Repayment Date(s) and at the Repayment
Price(s) indicated on the face hereof. If no such Repayment Date is set forth on
the face hereof, this Note may not be so repaid at the option of the Holder
hereof prior to the Maturity Date. On each Repayment Date, if any, this Note
shall be repayable in whole or in part at the option of the Holder hereof at the
applicable Repayment Price set forth on the face hereof, together with interest
thereon to the date of repayment. For this Note to be repaid in whole or in part
at the option of the Holder hereof, the Trustee must receive at its Corporate
Trust Office in the Borough of Manhattan, The City of New York, or at the office
or agency of the Trustee maintained for such purposes in the Borough of
Manhattan, The City of New York, at least 30 days, but not more than 60 days,
prior to the specified Repayment Date (i) the Note with the form entitled
"Option to Elect Repayment" below duly completed or (ii) a telegram, telex,
facsimile transmission or letter from a member of a national securities exchange
or the National Association of Securities Dealers, Inc. or a commercial bank or
a trust company in the United States of America setting forth the name of the
Holder of the Note, the principal amount of the Note, the certificate number of
the Note or a description of the Note's tenor and terms, the principal amount of
the Note to be repaid (which shall not be less than the minimum authorized
denomination of this Note or an integral multiple thereof), a statement that the
option to elect repayment is being exercised thereby and a guarantee that the
Note to be repaid with the form entitled "Option to Elect Repayment" on the Note
duly completed will be received by the Trustee not later than five Business Days
after the date of such telegram, telex, facsimile transmission or letter and
such Note and form duly completed are received by the Trustee by such fifth
Business Day. Exercise of such repayment option shall be irrevocable. Such
option may be exercised by the Holder for less than the entire principal amount
provided that the principal amount remaining outstanding after repayment, if
any, is an authorized denomination. All questions as to the validity,
eligibility (including time of receipt) and acceptance of any Note for repayment
will be determined by the Company whose determination will be final and binding.
6. If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all of the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture. If this Note is an
Original Issue Discount Note (as specified on the face hereof) and the principal
hereof is declared to be due and payable immediately pursuant to this Section or
otherwise, the amount of principal due and payable with respect to this Note
shall be limited to the sum of the principal amount of this Note multiplied by
the Issue Price (expressed as a percentage of the aggregate principal amount),
plus the original issue discount accrued from the date of issue to the date of
declaration, which accrual shall be calculated using the "interest method"
(computed in accordance with generally accepted accounting principles) in effect
on the date of declaration.
7. The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company with the consent of the Holders of more than fifty
percent in aggregate principal amount of the Securities at the time Outstanding,
of each series to be affected thereby. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Securities of
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<Page>
any series at the time Outstanding, on behalf of the Holders of all the
Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences with respect to such series. 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 transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.
8. No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein and in the
Indenture prescribed.
9. The Notes are issuable only in registered form without coupons. The
authorized denominations of Notes denominated in U.S. Dollars will be U.S.
$1,000 and/or any amount in excess thereof which is an integral multiple of U.S.
$1,000.
10. If not indicated on the face hereof that this Note is a Global
Security, as provided in the Indenture and subject to certain limitations
therein set forth and set forth on the face hereof, this Note is transferable on
the Securities Register of the Company, upon surrender of this Note for
registration of transfer at the office or agency of the Company to be maintained
for that purpose in the Borough of Manhattan, The City of New York, or at any
other office or agency of the Company maintained for that purpose, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Securities Registrar 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. 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 a like tenor and of a different
authorized denomination, as requested by the Holder surrendering the same. No
service charge shall be made for any such transfer or exchange, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection with registration of such transfer or exchange,
other than certain exchanges not involving any transfer. The Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Note is registered as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
11. "Global Security" and "Global Securities" means a Security or
Securities evidencing all or a part of a series of Securities, issued to the
Depository (as hereinafter defined) for such Series or its nominee, and
registered in the name of such Depository or its nominee. "Depository" means,
with respect to the Securities of any series issuable or issued in whole or in
part in the form of one or more Global Securities, the person designated as the
Depository by the Company.
12. If indicated on the face hereof that this Note is a Global Security,
no holder of any beneficial interest in this Note held on its behalf by a
Depository or a nominee of such Depository shall have any rights under the
Indenture with respect to such Global Security, and such Depository or nominee
may be treated by the Company, the Trustee, and any agent of the Company or the
Trustee as the owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall impair, as between a
Depository and such holders of beneficial interests, the operation of customary
practices governing the exercise of the rights of the Depository as Holder of
any Security.
4.1-14
<Page>
13. If indicated on the face hereof that this Note is a Global Security,
it is exchangeable, in whole but not in part, for Notes registered in the names
of Persons other than the Depository or its nominee or in the name of a
successor to the Depository or a nominee of such successor Depository only if
(i) the Depository notifies the Company that it is unwilling or unable to
continue as Depository for this Note or if at any time such Depository ceases to
be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, and, in either case, a successor depository is not appointed by the
Company within 90 days, (ii) the Company in its discretion at any time
determines not to have all of the Notes of this series represented by one or
more Global Security or Securities and notifies the Trustee thereof, or (iii) an
Event of Default has occurred and is continuing with respect to the Notes of
this series. If this Note is exchangeable pursuant to the preceding sentence, it
shall be exchangeable for Notes issuable in authorized denominations and
registered in such names as the Depository holding this Note shall direct.
Subject to the foregoing, if this Note is a Global Security it is not
exchangeable, except for a Note or Notes of the same aggregate denominations to
be registered in the name of such Depository or its nominee or in the name of a
successor to the Depository or a nominee of such successor depository.
14. No recourse shall be had for the payment of the principal of or
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 Company or any successor company, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.
15. Unless otherwise defined herein, all terms used in this Note which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
16. This Note, including without limitation the obligation of the Company
contained herein to pay the principal of and interest on this Note in accordance
with the terms hereof and of the Indenture, shall be construed in accordance
with and governed by the laws of the State of New York.
4.1-15
<Page>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to the applicable Repayment Price thereof together with
accrued and unpaid 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 Company must receive this Note, with
this "Option to Elect Repayment" form duly completed, at the office or agency of
the Company set forth on the face hereof, at least 30 days but not more than 60
days, prior to the Repayment Date(s) (as set forth on the face hereof).
If less than the entire principal amount of this Note is to be
repaid (which shall not be less than the minimum authorized denominations of
this Note), specify the portion thereof which the Holder elects to have repaid
________________________; and specify the denomination or denominations (which
shall be in authorized denominations) 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):
__________________________________________.
Date: ________________________ __________________________________________
NOTICE: The signature on this Option to
Elect Repayment must correspond with the
name as written upon the face of this Note
in every particular without alteration or
enlargement.
4.1-16
<Page>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this certificate, 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 sells, assigns and
transfers unto __________________________ [PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE] ________________________________ (PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE) the within Note, and all
rights thereunder, hereby irrevocably constituting and appointing
__________________________ Attorney to transfer said Note on the books of the
Company, with full power of substitution in the premises.
Date ____________________ ____________________________________________
NOTICE: The signature to this assignment
must be guaranteed by a commercial bank or
trust company in the continental United
States or by a firm or corporation having
membership on any national securities
exchange or in the National Association of
Securities Dealers, Inc., and must
correspond with the name as written upon the
face of the within instrument in every
particular without alteration or enlargement
or any change whatever.
4.1-17