NEWELL CO.
Medium-Term Notes, Series A,
Due Nine Months or More From Date of Issue
FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
June 6, 1997
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
Merrill Lynch World Headquarters
North Tower
World Financial Center
New York, New York 10281-1323
CHASE SECURITIES INC.
270 Park Avenue
New York, New York 10017
FIRST CHICAGO CAPITAL MARKETS, INC.
One First National Plaza
Mail Suite 0595, 8th Floor
Chicago, Illinois 60670
MORGAN STANLEY & CO. INCORPORATED
1585 Broadway, 2nd Floor
New York, New York 10036
Dear Sirs:
Newell Co., a Delaware corporation (the "Company"), and each of Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Chase Securities Inc. and Morgan
Stanley & Co. Incorporated (collectively, the "Original Agents") have entered
into a Distribution Agreement, dated May 3, 1996 (the "Agreement"), with
respect to the issue and sale by the Company of its Medium-Term Notes, Series
A, Due Nine Months or More From Date of Issue (the "Notes"). The Company,
each of the Original Agents and First Chicago Capital Markets, Inc. ("First
Chicago") now desire to amend the Agreement in the manner described below.
Terms used and not otherwise defined in this First Amendment to Distribution
Agreement have the meanings set forth in the Agreement.
1. The Company hereby formally notifies each of the Original Agents that,
effective as of the date hereof, it has appointed First Chicago as an Agent (as
defined in the Agreement) under
the Agreement with respect to the issue and sale of the Notes, on the terms and
subject to the conditions set forth in the Agreement, as amended hereby.
Pursuant to Section 1(a) of the Agreement, First Chicago, in order to be
appointed an Agent to act on the Company's behalf, or to assist the Company in
the placement of the Notes, agrees to be bound by the terms and provisions of
the Agreement, as amended hereby.
2. Effective as of the date hereof, the Agreement is amended in the
manner described below:
a. All references in the Agreement to anAgent or the Agents shall be
deemed to include First Chicago Capital Markets, Inc.
b. All references in the Agreement to a Note or Notes shall be
deemed to include any Notes that are Remarketed Notes (as defined
in the Prospectus).
c. Section 2(a) of the Agreement is amended to add a new subsection
(xvi), set out below in its entirety:
"(xvi) Authorization and Validity of the Remarketing
Agreement. The Remarketing Agreement (as defined in
the Prospectus), if applicable, has been duly and
validly authorized, executed and delivered by the
Company and, assuming the Remarketing Agreement has
been duly authorized, executed and delivered by the
Remarketing Agent or Remarketing Agents (as defined in
the Prospectus), will be a valid and legally binding
agreement of the Company."
d. Section 2(a)(ix) of the Agreement is deleted in its entirety and
replaced by the following:
"(ix) No Defaults. Neither the Company nor any of its
Significant Subsidiaries is in violation of its charter
or in default in the performance or observance of any
material obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which it
is a party or by which it or any of them may be bound,
or to which any of the property or assets of the
Company or any of its Significant Subsidiaries is
subject, except when such default would not have a
material adverse effect on the condition, financial or
otherwise, or the earnings, business affairs or
business prospects of the Company and its subsidiaries
considered as one enterprise; and the execution,
delivery and performance of this Agreement, the
Remarketing Agreement, if applicable, the Indenture and
the Notes, the compliance by the Company with its
obligations hereunder and thereunder and
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the consummation of the transactions contemplated
herein, therein and pursuant to any applicable Terms
Agreement will not conflict with or constitute a breach
of, or default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any of its
Significant Subsidiaries pursuant to, any contract,
indenture, mortgage, loan agreement, note, lease or
other instrument to which the Company or any such
subsidiary is subject, nor will such action result in
any violation of the provisions of the charter or
by-laws of the Company or any law, administrative
regulation or administrative or court order or decree
of any court or governmental agency, authority or body
or any arbitrator having jurisdiction over the
Company."
e. Section 5(a)(2)(viii) of the Agreement is amended to add the
phrase "Special Provisions Relating to Remarketed Notes," before
the phrase "Special Provisions Relating to Foreign Currency
Notes."
f. Section 5(a)(2)(xii) of the Agreement is amended to add the
phrase "the Remarketing Agreement, if applicable" between the
phrases "the Agreement," and "the Indenture."
g. Section 5(a)(2) of the Agreement is amended to add a new
subsection (xvi) as set out below:
"(xvi) The Remarketing Agreement if applicable, has been duly
and validly authorized, executed and delivered by the
Company."
h. For purposes of determining the compensation payable to the
applicable Agent or Agents in accordance with Schedule A to the
Agreement in connection with the sale of any Remarketed Notes,
all references in such Schedule A to "Maturity Ranges" shall be
deemed to be to the period to the first Interest Rate Adjustment
Date (as defined in the Prospectus).
3. Pursuant to Section 3(c) of the Agreement, the parties hereto agree
that the Administrative Procedures attached hereto as Exhibit A shall apply with
respect to the sale and/or remarketing of Remarketed Notes.
3
If the foregoing is in accordance with your understanding of this First
Amendment to the Agreement, please sign and return to the Company a counterpart
hereof, whereupon this agreement along with all counterparts will become a
binding agreement between the Company and the Agents, including First Chicago,
in accordance with its terms.
Very truly yours,
NEWELL CO.
By: __________________________
Name: C.R. Davenport
Title: Vice President-Treasurer
Confirmed and accepted by:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By: _________________________________
Name:
Title:
Chase Securities Inc.
By: _________________________________
Name:
Title:
First Chicago Capital
Markets, Inc.
By: _________________________________
Name:
Title:
4
Morgan Stanley & Co. Incorporated
By: _________________________________
Name:
Title:
5
NEWELL CO.
ADMINISTRATIVE PROCEDURES
FOR MEDIUM TERM NOTES, SERIES A
(REMARKETED NOTES)
(DATED AS OF JUNE 6, 1997)
Medium Term Notes, Series A ("Medium Term Notes"), issued as Remarketed
Notes (the "Notes") are to be offered from time to time by Newell Co., a
Delaware corporation (the "Company"), to or through Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Chase Securities
Inc. ("Chase Securities"), Morgan Stanley & Co. Incorporated ("Morgan Stanley")
and First Chicago Capital Markets, Inc. ("First Chicago" and, together with
Merrill Lynch, Chase Securities and Morgan Stanley, the "Agents" and
individually, an "Agent"), pursuant to a Distribution Agreement dated May 3,
1995 and amended as of June 6, 1997 (as amended, supplemented or otherwise
modified, the "Distribution Agreement") between the Company and the Agents. The
Distribution Agreement provides both for the sale of Notes by the Company to one
or more of the Agents as principal for resale to investors and other purchasers
and for the sale of Notes by the Company directly to investors (as may from time
to time be agreed to by the Company and the related Agent or Agents) in which
case the Agents will act as agents of the Company in soliciting Note purchases.
Each sale of Notes will be made in accordance with terms agreed upon by the
related Agent or Agents and the Company in a Terms Agreement in the form
included in Exhibit A to the Distribution Agreement. Only those provisions in
these Administrative Procedures that are applicable to the particular role that
an Agent will perform shall apply.
The Notes will be issued pursuant to an Indenture, dated as of November 1,
1995 (the "Indenture"), between the Company and The Chase Manhattan Bank (as
successor in interest to The Chase Manhattan Bank (National Association)), as
trustee with respect to the Notes (the "Trustee"). In accordance with the
provisions of the Indenture, the Trustee will act as Authenticating Agent,
Transfer Agent and Paying Agent with respect to the Notes. Unless the context
otherwise requires, references herein to the Indenture include the form of Note
adopted in accordance with the terms of the Indenture.
A Registration Statement on Form S-3 (No. 33-64225) (the "Registration
Statement") with respect to debt securities, including the Notes, has been filed
under the Securities Act of 1933, as amended (the "1933 Act") with the
Securities and Exchange Commission (the "Commission") and declared effective on
January 23, 1996. The most recent base Prospectus included in the Registration
Statement, as supplemented by the Prospectus Supplement dated June 9, 1997
with respect to the Notes, is herein referred to as the "Prospectus". The most
recent supplement to the
6
Prospectus setting forth the purchase price, interest rate and other terms of
the Notes (as applicable) is herein referred to as the "Pricing Supplement".
The Notes will be issued in fully registered book-entry form and delivered
to the Trustee, as custodian for The Depository Trust Company ("DTC"). The
terms of the initial issuance of each Note will be recorded on Annex A to the
book-entry note representing such Note. All other variable terms of the Notes
in connection with remarketings will be maintained in the Trustee's records.
Owners of beneficial interests in Notes issued in book-entry form will be
entitled to physical delivery of Notes in certificated form equal in principal
amount to their respective beneficial interests only upon certain limited
circumstances described in the Prospectus.
As set forth in the Prospectus, the Company shall appoint one or more
remarketing agents (each, a "Remarketing Agent" and, collectively, the
"Remarketing Agents") with respect to the Notes pursuant to one or more
remarketing agreements (collectively, the "Remarketing Agreement").
General procedures relating to the initial issuance of Notes are set forth
in Part I hereof. Certain procedures relating to the remarketing of Notes are
set forth in Part II hereof. Certain DTC procedures relating to the initial
issuance and remarketing of Notes are set forth in Part III hereof. Procedures
relating to the payment of principal and interest are set forth in Part IV
hereof. Capitalized terms used herein that are not otherwise defined shall have
the meanings ascribed thereto in the Indenture or the Notes, as the case may be.
The Administrative Procedures, dated as of May 3, 1996, relating to the
Medium Term Notes shall apply to the Notes except as modified or superseded
hereby. In the event of any discrepancy between these Administrative Procedures
and the Distribution Agreement, the Remarketing Agreement, the Letter of
Representations or the Indenture, the latter documents shall govern.
7
PART I: PROCEDURES FOR INITIAL ISSUANCE
OF NOTES
Preparation of Pricing Supplement: If any offer to purchase a Note is accepted
by the Company, the Company will promptly
prepare a Pricing Supplement reflecting the
terms of such Note and file such Pricing
Supplement with the Commission in accordance
with Rule 424 under the 1933 Act.
Information to be included in the Pricing
Supplement shall include:
1. the name of the Company;
2. the title of the securities, including
series designation;
3. the date of the Pricing Supplement and
the dates of the Prospectus and
Prospectus Supplement to which the
Pricing Supplement relates;
4. the name of the Offering Agent (as
hereinafter defined);
5. whether such Notes are being sold to the
Offering Agent as principal or to an
investor or other purchaser through the
Offering Agent acting as agent for the
Company;
6. with respect to Notes sold to the
Offering Agent as principal, whether
such Notes will be resold by the
Offering Agent to investors and other
purchasers (i) at a fixed public offering
price of a specified percentage of their
principal amount, (ii) at varying prices
related to prevailing market prices at
the time of resale to be determined by
the Offering Agent or (iii) at 100% of
their principal amount;
7. with respect to Notes sold to an investor
or other purchaser through the Offering
Agent acting as agent for the Company,
whether such Notes will
8
be sold at (i) 100% of their principal
amount or (ii) at a specified percentage
of their principal amount;
8. the Offering Agent's commission or
underwriting discount;
9. net proceeds to the Company;
10. the Principal Amount, Original Issue
Date, Stated Maturity, Initial Interest
Rate, Initial Interest Rate Period, first
Interest Rate Adjustment Date, Interest
Payment Date(s) and Record Date(s) in
respect of the Initial Interest Rate
Period, and Redemption or Repayment
provisions, if any, applicable to the
Initial Interest Rate Period; and
11. any other provisions of the Notes
material to investors or other purchasers
of the Notes not otherwise specified in
the Prospectus.
One copy of such filed document will be sent
by telecopy or overnight express (for
delivery as soon as practicable following the
trade, but in no event later than 11:00 a.m.
New York City time, on the Business Day
following the applicable trade date) to the
Agent that made or presented the offer to
purchase the applicable Note (in such
capacity, the "Offering Agent") and the
Trustee at the following applicable address:
if to Merrill Lynch, to: Tritech Services,
40 Colonial Drive, Piscataway, New Jersey
08854, Attention: Prospectus
Operations/Nachman Kimerling,
Telephone: (908) 885-2768, Telecopier:
(908) 885-2774/5/6; If to Chase Securities,
to: 270 Park Avenue, 8th Floor New York, New
York 10017, Attention: Medium-Term Note
Desk, Telephone: (212) 834-4421,
Telecopier: (212) 834-6081; If to Morgan
Stanley, to: 1585 Broadway, 2nd Floor,
New York, New York 10036, Attention:
Medium-Term Note Trading Desk, Carlos
Cabrera, Telephone: (212) 761-2000,
Telecopier: (212) 761-8846; if to First
Chicago, to: One First National Plaza, Suite
0463,
9
Chicago, Illinois 60670, Attention: Richard
Morton, (312) 732-5576, telecopier: (312)
732-1033; if to the Trustee, to: The Chase
Manhattan Bank, 450 W. 33rd Street, New York,
New York 10001, Attention: Global Trust
Services - 15th Floor, Attention: Joanne
Adamis, (212) 946-3040, telecopier:
(212) 946-8156. For record keeping purposes,
one copy of each Pricing Supplement, as so
filed, shall also be mailed or telecopied to
Brown & Wood LLP at One World Trade Center,
New York, New York 10048, Attention: John
Newman, Telephone: (212) 839-5336,
Telecopier: (212) 839-5599.
In each instance that a Pricing Supplement
is prepared, the Offering Agent will provide
a copy of such Pricing Supplement to each
investor or purchaser of the relevant Notes
or its agent. Pursuant to Rule 434 ("Rule
434") under the 1933 Act, the Pricing
Supplement may be delivered separately from
the Prospectus. Outdated Pricing Supplements
(other than those retained for files) will
be destroyed.
Settlement: The receipt of immediately available funds
by the Company in payment for a Note and the
authentication and delivery of such Note
shall, with respect to such Note, constitute
"settlement." Offers accepted by the Company
will be settled in three Business Days, or
at a time as the purchaser, the applicable
Agent and the Company shall agree, pursuant
to the timetable for settlement set forth
below under "Settlement Procedures" (each
such date fixed for settlement is hereinafter
referred to as a "Settlement Date"). If
procedures A and B of the Settlement
Procedures with respect to a particular offer
are not completed on or before the time set
forth under the "Settlement Procedures
Timetable," such offer shall not be settled
until the Business Day following the
completion of settlement procedures A and B
or such later date as the purchaser, the
applicable Agent and the Company shall agree.
10
The foregoing settlement procedures may be
modified, with respect to any purchase of
Notes by an Agent as principal, if so agreed
by the Company and such Agent.
Delivery of Prospectus and appli- A copy of the most recent Prospectus
cable Pricing Supplement: covering the Notes and applicable Pricing
Supplement must accompany or precede the
earlier of (a) the written confirmation of a
sale sent to an investor or other purchaser
or its agent and (b) the delivery of Notes
to an investor or other purchaser or its
agent. Delivery of the Prospectus and
Pricing Supplement shall be the
responsibility of the Offering Agent.
Settlement Procedures: Settlement Procedures with regard to each
Note purchased by each Agent, as principal,
or sold by each Agent, as agent of the
Company, will be as follows:
A. The Offering Agent will advise the
Company by telephone, confirmed by
facsimile or appropriate electronic
media, of the following Settlement
information:
1. Principal amount of the Note.
2. Initial Interest Rate, Initial
Interest Rate Period, first
Interest Rate Adjustment Date,
Interest Payment Date(s) and
Record Date(s) in respect of
the Initial Interest Rate
Period, and Redemption or
Repayment provisions, if any,
applicable to the Initial
Interest Rate Period.
3. Price to public, if any, of
the Note (or whether the Note
is being offered at varying
prices relating to prevailing
market prices at time of
resale as determined by the
Offering Agent).
4. Trade Date.
5. Settlement Date (Original
Issue Date).
11
6. Stated Maturity.
7. Net proceeds to the Company.
8. The Offering Agent's commission or
underwriting discount.
9. Whether such Note is being sold to
the Offering Agent as principal or
to an investor or other purchaser
through the Offering Agent acting
as agent for the Company.
10. Whether such Note is being issued
at a discount and the terms thereof
(provided that no Note shall be
issued with "original issue
discount" within the meaning of the
Internal Revenue Code of 1986, as
amended).
11. Identification number of DTC
participant account maintained on
behalf of the Offering Agent.
12. Such other information specified
with respect to the Note.
B. The Trustee will assign a CUSIP number
to the Note (which CUSIP number assigned
to each Note shall consist of the base
issuer number and three additional
positions to form a CUSIP number unique
to that issuance) after being advised by
the Company by facsimile transmission or
other electronic transmission of the
above settlement information received
from the Offering Agent and the name of
the Offering Agent. Such transmission
shall be accompanied or immediately
followed by a Company Order instructing
the Trustee to authenticate the
book-entry note representing the Note
and record the initial terms of the Note
on Annex A in accordance with the terms
of the Notes.
12
C. The Trustee will communicate to DTC and
the Offering Agent through DTC's
Participant Terminal System same-day
settlement issuance instructions
specifying the following settlement
information:
1. The information set forth in
Settlement Procedure A.
2. Identification numbers of the
participant accounts maintained by
DTC on behalf of the Trustee and
the Offering Agent.
3. Initial Interest Payment Date for
such Note, number of days by which
such date succeeds the related
record date for DTC purposes and,
if then calculable, the amount of
interest payable on such Interest
Payment Date.
4. CUSIP number of the Note.
5. Such other information as DTC may
require in accordance with its
procedures as in effect from time
to time in order to enter an SDFS
(as defined in Part III below)
deliver order through DTC's
Participant Terminal System (i)
debiting such Note to the Trustee's
participant account and crediting
such Note to the participant account
of the Offering Agent maintained by
DTC and (ii) debiting the settlement
account of the Offering Agent and
crediting the settlement account of
the Trustee maintained by DTC, in
an amount equal to the price of
such Note less such Offering Agent's
discount or underwriting commission,
as applicable.
DTC will arrange for each pending
deposit message described above to
be transmitted to the CUSIP
Service Bureau in the case of any
Note with an Initial Interest Rate
Period of more than 270 days.
13
D. The Trustee will complete Annex A to
and authenticate the book-entry note
representing the Note.
E. DTC will credit such Note to
the participant account of the
Trustee maintained by DTC.
F. The Trustee will enter the
SDFS deliver order to (i)
debit the Note to the
Trustee's participant account
and credit such Note to the
participant account of the
Offering Agent and (ii) debit
the settlement account of the
Offering Agent and credit the
settlement account of the
Trustee.
G. In the case of Notes sold through the
Offering Agent, as agent, the
Offering Agent will enter an SDFS
deliver order through DTC's
Participant Terminal System
instructing DTC (i) to debit such
Note to the Offering Agent's
participant account and credit such
Note to the participant account of
the DTC participants maintained by
DTC, (ii) to debit the settlement
accounts of such DTC participants and
credit the settlement account of the
Offering Agent maintained by DTC in
an amount equal to the initial public
offering price of such Note. In any
case, the Offering Agent, acting as
agent or as principal, will enter an
SDFS deliver order instructing DTC to
debit the settlement account of the
Offering Agent and credit the
settlement account of the Trustee in
such amount less the Offering Agent's
discount or commission.
H. Transfers of funds in accordance with
SDFS deliver orders described in
Settlement Procedures F and G will be
settled in accordance with SDFS
operating procedures in effect on the
Settlement Date.
I. Upon receipt, the Trustee will pay the
Company, by wire transfer of
immediately available funds to an
account specified by the Company to
the Trustee from time to time, in the
amount transferred to the Trustee in
accordance with Settlement Procedure F.
J. The Trustee will send a copy of the
book-entry note representing the Note
by first class mail to the Company
14
together with a statement setting
forth the principal amount of Notes
Outstanding as of the related
Settlement Date after giving effect
to such transaction and all other
offers to purchase Notes of which the
Company has advised the Trustee but
which have not yet been settled.
K. If the Note was sold through the
Offering Agent, as agent, the
Offering Agent will confirm the
purchase of such Note to the investor
or other purchaser either by
transmitting to the DTC participant
with respect to such Note a
confirmation order through DTC's
Participant Terminal System or by
mailing a written confirmation to
such investor or other purchaser.
Settlement Procedures Timetable: For offers to purchase Notes accepted by
the Company, Settlement Procedures "A"
through "K" set forth above shall be
completed as soon as possible but not
later than the respective times (New York
City time) set forth below:
SETTLEMENT
PROCEDURE
TIME
-----------
A 11:00 a.m. on
the trade date
or within one
hour following
the trade
B 12:00 noon on
the trade date
or within one
hour following
the trade
C No later than
the close of
business on the
Business Day
15
prior to the
trade date, in
the case of
pending
instructions,
and otherwise
between 8:00
a.m. and 1:30
p.m. on the
Settlement Date
D 9:00 a.m. on
Settlement Date
E 3:00 p.m. on
Settlement Date
F-G No later than 3:00
p.m. on Settlement
Date
H 4:00 p.m. on
Settlement Date
I-K 5:00 p.m. on
Settlement Date
Settlement Procedure H is subject to
extension in accordance with any extension
of Fedwire closing deadlines and in the
other events specified in the SDFS
operating procedures in effect on the
Settlement Date.
If settlement of a Note is rescheduled or
canceled, the Trustee will deliver to DTC,
through DTC's Participant Terminal System,
a cancellation message to such effect by
no later than 5:00 p.m., New York City
time, on the Business Day immediately
preceding the scheduled Settlement Date.
Failure to Settle: If the Trustee fails to enter an SDFS
deliver order with respect to a Note
pursuant to Settlement Procedure F, the
Trustee may deliver to DTC, through DTC's
Participant Terminal System, as soon as
practicable a withdrawal message
instructing DTC to debit such Note to the
participant account of the Trustee
maintained at DTC. DTC will process the
withdrawal message, provided that such
participant account contains a principal
amount of the Notes that is at least equal
to the principal amount to be debited. If
withdrawal messages are processed with
respect to all the Notes evidenced by a
global Note, the Trustee will mark such
global Note "canceled", make appropriate
entries in its records and send
certificate of destruction of such
canceled global Note to the Company. The
CUSIP number assigned to such global Note
shall, in accordance with CUSIP Service
Bureau procedures, be canceled and not
immediately reassigned. If withdrawal
16
messages are processed with respect to a
portion of the Notes represented by a
single global Note, the Trustee will
exchange such global Note for two Notes,
one of which shall represent the Notes for
which withdrawal messages are processed
and shall be canceled immediately after
issuance, and the other of which shall
represent the other Notes previously
represented by the surrendered global Note
and shall bear the CUSIP number of the
surrendered global Note.
In the case of any Note sold through the
Offering Agent, as agent, if the purchase
price for any Note is not timely paid to
the DTC participants with respect to such
Note by the beneficial investor or other
purchaser thereof (or a person, including
an indirect participant in DTC, acting on
behalf of such investor or other
purchaser), such DTC participants and, in
turn, the related Offering Agent may enter
SDFS deliver orders through DTC's
Participant Terminal System reversing the
orders entered pursuant to Settlement
Procedures F and G, respectively.
Thereafter, the Trustee will deliver the
withdrawal message and take the related
actions described in the preceding
paragraph. If such failure shall have
occurred for any reason other than default
by the applicable Offering Agent to
perform its obligations hereunder or under
the Distribution Agreement, the Company
will reimburse such Offering Agent on an
equitable basis for its reasonable loss of
the use of funds during the period when
the funds were credited to the account of
the Company.
Notwithstanding the foregoing, upon any
failure to settle with respect to a Note,
DTC may take any actions in accordance
with its SDFS operating procedures then in
effect. In the event of a failure to
settle with respect to a Note that was to
have been represented by a global Note
also representing other Notes, the Trustee
will provide, in accordance with
Settlement Procedure D, for the
authentication and issuance of a global
17
Note representing such remaining Notes and
will make appropriate entries in its
records.
PART II: PROCEDURES FOR REMARKETING OF NOTES
Conversions: As long as the Notes are in the Short Term
Rate Mode or the Long Term Rate Mode, the
Company may change the Interest Rate Mode
or Interest Rate Period at its option in
the manner described in the Notes. Any
Conversion Notice or Floating Interest
Rate Notice must be received by the
Trustee and the Remarketing Agent from the
Company in the manner and within the time
period prescribed in the Notes.
With respect to proposed conversions into
a Long Term Rate Period, notice of
revocation or change by the Company must
be received by the Trustee and the
Remarketing Agent prior to 4:00 p.m., New
York City time, on the third Business Day
preceding the Interest Rate Adjustment
Date. With respect to proposed
conversions into a Short Term Rate Period,
notice of revocation or change by the
Company must be received by the Trustee
and the Remarketing Agent prior to 9:30
a.m., New York City time, on the Interest
Rate Adjustment Date.
Remarketing Procedures: The Trustee will keep a record of the
Remarketing Agent with respect to each
Note.
Unless the context otherwise requires,
references herein to "interest rate"
include the Spread (if any) and Spread
Multiplier (if any), in the case of Notes
being remarketed at a floating interest
rate.
In connection with any Note that is being
remarketed into a Short Term Rate Period
on the next Interest Rate Adjustment Date
for such Note, by 12:00 p.m., New York
City time, on such Interest Rate
Adjustment Date, the applicable
Remarketing Agent will determine the
interest rate for such Note to the nearest
one thousandth (0.001) of one percent per
annum for the next Interest Rate Period.
In connection with any Note that is being
remarketed into a Long Term Rate Period on
the next Interest Rate Adjustment Date for
such Note, by 4:00 p.m., New York City
time, on the third Business Day preceding
such Interest Rate Adjustment Date, the
Remarketing Agent will determine the
18
interest rate for such Note to the nearest
one thousandth (0.001) of one percent per
annum for the next Interest Rate Period,
in the case of a fixed interest rate, and
the Spread, if any, or Spread Multiplier,
if any, in the case of a floating interest
rate; provided that, if for any reason the
Remarketing Agent is unable to determine
such interest rate at such time, the next
Interest Rate Period for such Note shall
be a Weekly Rate Period or such other
Short Term Rate Period as the Company may
determine by 9:30 a.m., New York City
time, on such Interest Rate Adjustment
Date.
By 12:30 p.m., New York City time, on the
Interest Rate Adjustment Date for any
Note, the applicable Remarketing Agent
will notify the Company and the Trustee in
writing (which may include facsimile or
appropriate electronic media), of (i) the
interest rate and Interest Rate Adjustment
Date applicable to such Note and all other
Notes for which such Remarketing Agent is
responsible for remarketing for the next
Interest Rate Period, (ii) the Interest
Payment Dates (in the case of Notes in the
Long Term Rate Mode), (iii) the aggregate
principal amount of all tendered Notes for
which such Remarketing Agent is
responsible on such date, (iv) the
aggregate principal amount of tendered
Notes that such Remarketing Agent was able
to remarket, at a price equal to 100% of
the principal amount thereof and (v) such
other information as is contemplated by
Section 4(e) of the Remarketing Agreement
and also such information as the Trustee
may require for settlement purposes.
19
With respect to a remarketing into a Long
Term Rate Period, if by 4:00 p.m., New
York City time, on the third Business Day
preceding the Interest Rate Adjustment
Date the Remarketing Agent is unable to
determine the interest rate for any Note
subject to such remarketing at such time,
the next Interest Rate Period for such
Note shall be a Weekly Rate Period or such
other Short Term Rate Period as the
Company may determine by 9:30 a.m., New
York City time, on the Interest Rate
Adjustment Date.
By telephone or in writing (including
facsimile or appropriate electronic media)
not later than approximately 1:00 p.m.,
New York City time, on such Interest Rate
Adjustment Date, the applicable
Remarketing Agent will advise each
purchaser of Notes remarketed on such date
(or the DTC Participant of each such
purchaser who it is expected in turn will
advise such purchaser) of the principal
amount of Notes that such purchaser is to
purchase.
The applicable Remarketing Agent shall
supply to any Beneficial Owner upon
request information regarding the interest
rate, and, in the case of a floating
interest rate, Interest Rate Basis or
Bases, Spread, if any, and Spread
Multiplier, if any, Interest Rate Period
and next Interest Rate Adjustment Date and
other terms applicable to such Beneficial
Owner's Notes.
Settlement Procedures for Remarketing Settlement Procedures for each
Remarketings: Note will be as follows:
A. All tendered Notes will be
automatically delivered to the
account of the Trustee by book entry
through DTC pending payment of the
purchase price or redemption price
therefor, on the Interest Rate
Adjustment Date relating thereto.
B. By 12:30 p.m., New York City time, on
the Interest Rate Adjustment Date for
the Note, the applicable Remarketing
Agent will notify the Company and the
Trustee in writing (which may include
20
facsimile or appropriate electronic
media), of (i) the interest rate and
Interest Rate Adjustment Date
applicable to such Note and all other
Notes for which such Remarketing Agent
is responsible for remarketing for the
next Interest Rate Period, (ii) the
Interest Payment Dates (in the case of
Notes in the Long Term Rate Mode),
(iii) the aggregate principal amount
of all tendered Notes for which such
Remarketing Agent is responsible on
such date, (iv) the aggregate
principal amount of tendered Notes
that such Remarketing Agent was able
to remarket, at a price equal to 100%
of the principal amount thereof and
(v) such other information as is
contemplated by Section 4(e) of the
Remarketing Agreement and also such
information as the Trustee may require
for settlement purposes.
C. Immediately after receiving notice
from the Remarketing Agent as provided
in B above, and not later than 1:30
p.m., New York City time, the Trustee
will assign a CUSIP number to the Note
(which CUSIP number assigned to each
Note shall consist of the base issuer
number and three additional positions
to form a CUSIP number unique to that
remarketing) after being notified by
the Remarketing Agent as provided in
Remarketing Settlement Procedure B
above and notify the Remarketing Agent
in writing.
D. Immediately after assigning the CUSIP
number as provided in C above and not
later than 1:30 p.m., New York City
time, the Trustee will communicate to
DTC and the Remarketing Agent through
DTC's Participant Terminal System
same-day settlement issuance
instructions specifying the following
settlement information:
21
1. The information set forth in the
Remarketing Settlement Procedure
B(i) and the principal amount of
the Note.
2. Identification numbers of the
participant accounts maintained by
DTC on behalf of the Remarketing
Agent and the Trustee.
3. Next Interest Payment Date for
such Note, number of days by which
such date succeeds the related
record date for DTC purposes and,
if then calculable, the amount of
interest payable on such Interest
Payment Date.
4. CUSIP number of the Note.
5. Such other information as DTC may
require in accordance with its
procedures as in effect from time
to time in order to enter SDFS
deliver orders through DTC's
Participant Terminal System (i)
debiting such Note to the
Trustee's participant account and
crediting such Note to the
participant account of
Remarketing Agent (for crediting
to the account of the purchaser)
maintained by DTC, (ii) debiting
the settlement account of the
Remarketing Agent's participant
and crediting the settlement
account of the Trustee and (iii)
debiting the settlement account
of the Trustee and crediting the
settlement account of the
Beneficial Owner maintained by
DTC, in an amount equal to 100%
of the principal amount of such
Note.
E. The Trustee will make the appropriate
computer entries of the Note to
reflect the results of the remarketing
of such Note. The Trustee will
22
preserve for record-keeping purposes
copies of the information provided by
the Remarketing Agent as described
above or by the Company in any
Conversion Notice or Floating Interest
Rate Notice and make such copies
available to the Company and the
Remarketing Agent upon request.
F. Each purchaser of Notes in a
remarketing must give instructions to
its DTC Participant to pay the
purchase price therefor in same day
funds to the applicable Remarketing
Agent (or to the Trustee) against
delivery of the principal amount of
such Notes by book entry through DTC
by 3:00 p.m., New York City time, on
the Interest Adjustment Date. The
Remarketing Agent will make or use its
reasonable efforts to cause to be made
payment of such amount to the Trustee
by book-entry through DTC to
facilitate settlement as described in
G below.
G. The Trustee will make payment by
book-entry settlement with DTC to
enable DTC to make payment to the DTC
Participant of each tendering
Beneficial Owner of Notes subject to a
remarketing, by book entry through DTC
by the close of business on the
Interest Rate Adjustment Date against
delivery through DTC of such
Beneficial Owner's tendered Notes, of:
(i) the purchase price for such
tendered Notes that have been sold in
the remarketing, and (ii) if any such
Notes were subject to purchase as
described under "Failed Remarketings"
below, the purchase price of such
Notes plus accrued interest, if any,
to such date.
PAYMENT OF INTEREST. Interest payable on
any Note on any Interest Rate Adjustment
Date will be paid in accordance with the
procedures set forth in Part IV below.
The Remarketing Agents may, in accordance
with the Notes, modify the settlement and
remarketing procedures set forth above in
order to facilitate the settlement and
remarketing process.
23
Not later than the Business Day following
the Interest Rate Adjustment Date, the
Trustee shall confirm to DTC the interest
rate for the following Interest Rate
Period.
Failed Remarketings: By 12:15 p.m., New York City time, on any
Interest Rate Adjustment Date, the
applicable Remarketing Agent shall notify
the Company and the Trustee in writing
(which includes facsimile or appropriate
electronic media), of the principal
amount of Notes that such Remarketing
Agent was unable to remarket at a price
equal to 100% of the principal amount
thereof plus accrued interest, if any, on
such date. Such notice will constitute a
demand on the Company to purchase such
unremarketed Notes at an aggregate
purchase price equal to 100% of the
principal amount thereof plus accrued and
unpaid interest, if any.
The Company will deposit same-day funds
with the Trustee by 3:00 p.m., New York
City time, on such Interest Rate
Adjustment Date, in an amount equal to
the principal amount of such unremarketed
Notes plus accrued and unpaid interest,
if any.
PART III: DTC PROCEDURES FOR INITIAL ISSUANCE
AND REMARKETING OF NOTES
In connection with the qualification of Notes issued in book-entry form
for eligibility in the book-entry system maintained by DTC, the Trustee will
perform the custodial, document control and administrative functions
described below, in accordance with its respective obligations under a Letter
of Representations from the Company and the Trustee to DTC, dated May 3, 1996
(the "Letter of Representations"), and a Certificate Agreement, dated March
10, 1989, between the Trustee and DTC, as amended (the "Certificate
Agreement"), and its obligations as a participant in DTC, including DTC's
Same-Day Funds Settlement System ("SDFS").
Issuance: All Notes issued having the same Offering
Agent, Original Issue Date, Initial
Interest Rate, Initial Interest Rate
24
Period and Stated Maturity and other
terms will be represented initially by a
single global security in fully
registered form without coupons. All
such initial terms will be recorded by
the Trustee on Annex A to such global
security. The terms of remarketing from
time to time will be evidenced by the
records maintained by the Trustee.
All Notes subsequently remarketed on the
same Interest Adjustment Date in the same
Interest Rate Mode having the same
Interest Rate, Interest Rate Period and
other terms will be represented by a
single global Note.
Each Note will be dated and issued as of
the date of its authentication by the
Trustee. The date from which interest
will begin to accrue with respect to each
Note will be (a) with respect to an
original Note (or any portion thereof),
its Original Issue Date and (b) with
respect to any Note (or portion thereof)
issued subsequently upon exchange of a
Note or in lieu of a destroyed, lost or
stolen Note, the most recent Interest
Payment Date to which interest has been
paid or duly provided for on the
predecessor Note or Notes (or if no such
payment or provision has been made, the
Original Issue Date of the predecessor
Note or Notes), regardless of the date of
authentication of such subsequently
issued Note. No global Note shall
represent any Note issued in certificated
form.
Identification: The Company has arranged with the CUSIP
Service Bureau of Standard & Poor's
Rating Group (the "CUSIP Service Bureau")
for the reservation of one series of
CUSIP numbers, which series consists of
approximately 900 CUSIP numbers which
have been reserved for and relating to
the Medium Term Notes and the Company has
delivered to each of the Trustee and DTC
such list of such CUSIP numbers.
The Trustee will assign CUSIP numbers to
the Notes upon initial issuance and
remarketing as described above and then
advise the Company by telephone and
25
facsimile transmission or other
electronic transmission of such CUSIP
number, after receiving from the Company
the information specified in Part I or,
as the case may be, Part II above.
DTC will notify the CUSIP Service Bureau
periodically of the CUSIP numbers that
the Trustee has assigned to the Medium
Term Notes. The Trustee will notify the
Company at any time when fewer than 100
of the reserved CUSIP numbers remain
unassigned to the Medium Term Notes, and,
if it deems necessary, the Company will
reserve and obtain additional CUSIP
numbers for assignment to the Medium Term
Notes. Upon obtaining such additional
CUSIP numbers, the Company will deliver a
list of such additional numbers to the
Trustee and DTC.
Registration: Unless otherwise specified by DTC, each
Note will be registered in the name of
Cede & Co., as nominee for DTC, on the
register maintained by the Trustee under
the Indenture. The beneficial owner of a
Note (or one or more indirect
participants in DTC designated by such
owner) will designate one or more
participants in DTC (with respect to such
Note, the "DTC participants") to act as
agent for such beneficial owner in
connection with the book-entry system
maintained by DTC, and DTC will record in
book-entry form, in accordance with
instructions provided by such DTC
participants, a credit balance with
respect to such Note in the account of
such DTC participants. The ownership
interest of such beneficial owner in such
Note will be recorded through the records
of such DTC participants or through the
separate records of such DTC participants
and one or more indirect participants in
DTC.
Transfers: Transfers of beneficial ownership
interests in a Note will be accomplished
by book entries made by DTC and, in turn,
by DTC participants (and in certain
cases, one or more indirect participants
in DTC) acting on behalf of beneficial
transferors and transferees of such Note.
26
Denominations: All Notes will be denominated in U.S.
dollars. Notes will be issued in
denominations of $100,000 and integral
multiples of $1,000 in excess thereof.
PART IV: INTEREST AND PRINCIPAL PAYMENTS
Principal of each Note will be repayable by the Company only at the
Stated Maturity thereof or upon earlier repayment at the option of the
holders thereof (if applicable), upon earlier redemption at the option of the
Company or upon Special Mandatory Purchase, in each case in accordance with
the terms of Notes. Each Note initially will earn interest at the Initial
Interest Rate for the Initial Interest Rate Period specified in the
applicable Pricing Supplement. Thereafter, while a Note is in the Short Term
Rate Mode, it will earn interest during each Short Term Rate Period at fixed
rates established by the Remarketing Agent on the first day of such Short
Term Rate Period. While a Note is in the Long Term Rate Mode, it will earn
interest during each Long Term Rate Period at fixed rates established prior
to the commencement of such Long Term Rate Period and/or rates established on
the first day of such Long Term Rate Period and reset at intervals
established by the Remarketing Agent with the consent of the Company prior to
the commencement of such Long Term Rate Period by reference to an Interest
Rate Basis or Interest Rate Bases established by the Company prior to the
commencement of such Long Term Rate Period as adjusted by a Spread, if any,
and a Spread Multiplier, if any, established prior to the commencement of
such Long Term Rate Period by the Remarketing Agent.
Floating Interest Rates: Unless otherwise specified in the
applicable Pricing Supplement, with the
consent of the Remarketing Agent, a
floating interest rate will apply to any
Long Term Rate Period for a Note specified
by the Company upon receipt by the Trustee
and the Remarketing Agent of a notice in
or confirmed in writing (a "Floating
Interest Rate Notice") from the Company
not less than eleven (11) Business Days
27
prior to the Interest Rate Adjustment Date
for such Long Term Rate Period. Each
Floating Interest Rate Notice must state
each Note to which it relates and the Long
Term Rate Period to which it relates, and
must also state that the Beneficial Owners
of each such Note will be deemed to have
tendered each such Note as of the
Conversion Date and will not be entitled
to further accrual of interest on each
such Note after such date. Each Floating
Interest Rate Notice must also state
whether the floating interest rate is a
"Regular Floating Rate," a "Floating
Rate/Fixed Rate" or an "Inverse Floating
Rate," the Fixed Rate Commencement Date,
if applicable, the Fixed Interest Rate, if
applicable, the Interest Rate Basis or
Bases, the Initial Interest Rate, if any,
the Initial Interest Reset Date, the
Interest Reset Period and Dates, the
Interest Payment Period and Dates, the
Index Maturity and the Maximum Interest
Rate and/or the Minimum Interest Rate, if
any. If one or more of the applicable
Interest Rate Bases is LIBOR or the CMT
Rate, the Floating Interest Rate Notice
will also specify the Index Currency and
Designated LIBOR Page or the Designated
CMT Maturity Index and Designated CMT
Telerate Page, respectively.
Interest Rate Bases applicable to
Floating Interest Rates: Floating interest rates will be determined
by reference to the CD Rate, the CMT Rate,
the Commercial Paper Rate, the Eleventh
District Cost of Funds Rate, the Federal
Funds Rate, LIBOR, the Prime Rate, the
Treasury Rate, or such other interest rate
basis or formula as may be set forth in
the applicable Floating Interest Rate
Notice or by reference to two or more such
rates, as adjusted by the applicable
Spread and/or Spread Multiplier, if any.
Redemption: The Notes will be subject to redemption by
the Company in accordance with the terms
of the Notes. Terms of redemption, if
any, during the Initial Interest Rate
Period for any Note will be fixed at the
time of sale of such Note and set forth in
the applicable Pricing Supplement.
28
Repayment: The Notes will be subject to repayment by
the Company at the option of the holders
thereof in accordance with the terms of
the Notes. Terms of repayment, if any,
during the Initial Interest Rate Period
for any Note will be fixed at the time of
sale of such Note and set forth in the
applicable Pricing Supplement.
Calculation of Interest: Unless otherwise set forth in the
applicable Note, Interest (including
payments for partial periods) on Notes
bearing interest at a fixed rate during a
Long Term Rate Period will be calculated
and paid on the basis of a 360-day year of
twelve 30-day months.
Floating interest rates will be calculated
by reference to the specified Interest
Rate Basis or Bases plus or minus the
applicable Spread, if any, and/or
multiplied by the applicable Spread
Multiplier, if any.
Interest earned on a Note during a Short
Term Rate Period and interest earned at a
floating rate during a Long Term Rate
Period will be calculated by multiplying
the principal amount of such Note by an
accrued interest factor. Such accrued
interest factor is computed by adding the
interest factor calculated for each day in
the period for which accrued interest is
being calculated. The interest factor for
each such day is computed by dividing the
interest rate applicable to such day by
360 if the Note is in a Short Term Rate
Period or if the CD Rate, Commercial Paper
Rate, Eleventh District Cost of Funds
Rate, Federal Funds Rate, LIBOR or Prime
Rate is an applicable Interest Rate Basis,
or by the actual number of days in the
year if the CMT Rate or Treasury Rate is
an applicable Interest Rate Basis. The
interest factor for Notes for which the
interest rate is calculated with reference
to two or more Interest Rate Bases will be
calculated in each period in the same
manner as if only one of the applicable
Interest Rate Bases applied.
Interest: GENERAL. Each Note will bear interest in
accordance with its terms. Unless
otherwise provided in the applicable
Pricing Supplement, interest on each Note
will accrue from and including the
Original Issue Date of such Note for the
first interest period or from the most
recent Interest Payment Date (as defined
below) to which interest has been paid or
duly provided for all subsequent interest
periods to, but excluding, the applicable
Interest Payment Date, Interest Rate
Adjustment Date or the Stated Maturity
Date or date of earlier redemption (the
29
Stated Maturity or date of earlier
redemption is referred to herein as the
"Maturity Date" with respect to the
principal repayable on such date).
Each Interest Rate Adjustment Date shall
be a Business Day (as defined below).
Except as provided below, if an Interest
Payment Date or the Maturity Date with
respect to any Note falls on a day that is
not a Business Day, the required payment
to be made on such day need not be made on
such day, but may be made on the next
succeeding Business Day with the same
force and effect as if made on such day,
and no interest shall accrue on such
payment for the period from and after such
day to the next succeeding Business Day.
In the case of a Note bearing interest at
a floating rate for which LIBOR is an
applicable Interest Rate Basis, if such
Business Day falls in the next succeeding
calendar month, such Interest Payment Date
will be the immediately preceding Business
Day. "Business Day" means any day, other
than a Saturday or Sunday, that is neither
a legal holiday nor a day on which banking
institutions are authorized or required by
law, regulation or executive order to
close in The City of New York; PROVIDED,
HOWEVER, that, with respect to Notes
bearing interest at a floating rate for
which LIBOR is an applicable Interest Rate
Basis, such day is also a London Business
Day (as defined below). "London Business
Day" means (i) if the currency (including
composite currencies) specified in the
applicable Floating Interest Rate Notice
as the currency (the "Index Currency") for
which LIBOR is calculated is other than
European Currency Units ("ECU"), any day
on which dealings in such Index Currency
are transacted in the London interbank
market or (ii) if the Index Currency is
ECU, any day that does not appear as an
ECU non-settlement day on the display
designated as "ISDE" on the Reuter Monitor
Money Rates Service (or a day so
designated by the ECU Banking Association)
or, if ECU non-settlement days do not
appear on that page (and are not so
designated), is not a day on which
payments in ECU cannot be settled in the
international interbank market; it being
understood that if no such currency or
composite currency is specified in the
applicable Floating Interest Rate Notice,
the Index Currency shall be U.S. dollars.
30
REGULAR RECORD DATES. In the case of the
Initial Interest Rate Period, the Record
Dates will be specified in the applicable
Pricing Supplement or, if not so
specified, the Business Day next preceding
the related Interest Payment Date.
Thereafter, unless otherwise specified in
the applicable Pricing Supplement, the
Record Date for each Interest Payment Date
will be (y) in the case of each Short Term
Rate Period, the Business Day next
preceding such Interest Payment Date, and
(z) in the case of each Long Term Rate
Period, the 15th day (whether or not a
Business Day) prior to such Interest
Payment Date.
INTEREST PAYMENT DATES. Interest payments
will be made on each Interest Payment Date
commencing with the first Interest Payment
Date following the Original Issue Date.
Interest on each Note during the Initial
Interest Rate Period will be payable on
the Interest Payment Date or Dates
specified in the applicable Pricing
Supplement. Thereafter, unless otherwise
specified in the applicable Pricing
Supplement, the Interest Payment Dates for
such Note will be determined as follows:
(i) interest with respect to each Short
Term Rate Period will be payable on the
Business Day next following such Short
Term Rate Period; and (ii) interest with
respect to each Long Term Rate Period will
be payable no less than semiannually on
such dates as are established by the
Company and the Remarketing Agent prior to
the commencement of each Long Term Rate
Period in the case of a fixed interest
rate, and as specified in the applicable
Floating Interest Rate Notice in the case
of a floating interest rate.
Payments of Principal and Interest
(other than Special
Mandatory Purchase): PAYMENTS OF INTEREST ONLY. Promptly
after each Regular Record Date, the
Trustee will deliver to the Company a
written notice specifying by CUSIP number
the amount of interest to be paid on each
Note on the following Interest Payment
Date (other than an Interest Payment Date
31
coinciding with the Maturity Date) and the
total of such amounts. The Trustee and
DTC will confirm the amount payable on
each Note on such Interest Payment Date in
accordance with DTC's procedures as in
effect from time to time. On or before
such Interest Payment Date, the Company
will pay to the Trustee in immediately
available funds an amount sufficient to
pay the interest then due and owing on the
Notes, and upon receipt of such funds from
the Company, the Trustee in turn will pay
to DTC such total amount of interest due
on such Notes (other than on the Maturity
Date) at the times and in the manner set
forth below under "Manner of Payment".
PAYMENTS AT MATURITY. Not less than 15
days nor more than 60 days prior to the
Maturity Date of any Note (subject to the
Trustee having received prior notice of
redemption, if applicable), the Trustee
will deliver to the Company a written list
of principal, premium, if any, and
interest to be paid on each such Note.
The Trustee and the Company will confirm
the amounts of such principal, premium, if
any, and interest payments with respect to
each such Note on or about the fifth
Business Day preceding the Maturity Date
of such Note. The Trustee and DTC will
confirm such amounts in accordance with
DTC's procedures as in effect from time to
time. On or before the Maturity Date, the
Company will pay to the Trustee in
immediately available funds an amount
sufficient to make the required payments,
and upon receipt of such funds the Trustee
in turn will pay to DTC the principal
amount of Notes, together with premium, if
any, and interest due on the Maturity
Date, at the times and in the manner set
forth below under "Manner of Payment".
Promptly after payment to DTC of the
principal, premium, if any, and interest
due on the Maturity Date of such Note, the
Trustee will cancel such Note and deliver
to the Company an appropriate debit
advice. On the first Business Day of each
month, the Trustee will deliver to the
Company a written statement indicating the
total principal amount of outstanding
Notes as of the close of business on the
immediately preceding Business Day.
32
MANNER OF PAYMENT. The total amount of
any principal, premium, if any, and
interest due on Notes on any Interest
Payment Date or the Maturity Date, as the
case may be, shall be paid by the Company
to the Trustee in funds available for use
by the Trustee no later than 10:00 a.m.,
New York City time, on such date. The
Company will make such payment on such
Notes to an account specified by the
Trustee. Thereafter on such date, DTC will
debit the account of the Trustee and pay,
in accordance with its SDFS operating
procedures then in effect, such amounts in
funds available for immediate use to the
respective DTC participants in whose names
the beneficial interests in such Notes are
recorded in the book-entry system
maintained by DTC. Neither the Company
nor the Trustee shall have any
responsibility or liability for the
payment by DTC of the principal of, or
premium, if any, or interest on, the
Notes.
WITHHOLDING TAXES. The amount of any
taxes required under applicable law to be
withheld from any interest payment on a
Note will be determined and withheld by
the DTC participant, indirect participant
in DTC or other Person responsible for
forwarding payments and materials directly
to the beneficial owner of such Note.
33
Payments of Principal and Interest
(Special Mandatory Purchase): Upon notice to the Company by a Remarketing
Agent of a failed remarketing of a Note on
any Interest Rate Adjustment Date, as
described in Part II above, the Company
will pay in immediately available funds by
deposit to the account of the Trustee an
amount sufficient to pay 100% of the
principal amount of such Note subject to
Special Mandatory Purchase, plus accrued
and unpaid interest, if any, and upon
receipt of such funds the Trustee in turn
will pay to DTC, the principal amount of
such Note, together with interest, if any,
due at such Interest Rate Adjustment Date,
at the times and in the manner set forth
below under "Manner of Payment". Promptly
after payment to DTC of the principal and
interest, if any, due on such Interest
Rate Adjustment Date, the Company may
cause the Trustee to cancel the Note in
accordance with the Indenture, subject to
Section 309 thereof.
MANNER OF PAYMENT. The total amount of
any principal and interest, if any, due on
Notes subject to Special Mandatory
Purchase on any Interest Rate Adjustment
Date shall be paid by the Company to the
Trustee in funds available for use by the
Trustee no later than 3:00 p.m., New York
City time, on such date. The Company will
make such payment on such Note to the
account specified by the Trustee.
Thereafter on such date, DTC will debit
the account of the Trustee and pay, in
accordance with its SDFS operating
procedures then in effect, such amounts in
funds available for immediate use to the
respective DTC participants in whose names
such Note is recorded in the book-entry
system maintained by DTC. Neither the
Company, the Trustee nor the Remarketing
Agent shall have any responsibility or
liability for the payment by DTC of the
principal of, or interest, if any, on, the
Note to such DTC participants.
34