Exhibit 4.1
FORM OF MEDIUM-TERM EQUITY INDEXED NOTE
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE (HEREINAFTER
DEFINED) AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE
INDENTURE) OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO
A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY (HEREINAFTER
DEFINED) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
UNLESS ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED NO.: CUSIP NO.: PRINCIPAL AMOUNT: U.S. $
HARTFORD LIFE INSURANCE COMPANY
EQUITY INDEXED MEDIUM-TERM NOTES
Issuance Date: Note Linked to Securities of One or More Issuers, One or More
Issue Price: 100% Currencies, One or More Commodities, One or More Indices, or
Stated Maturity Date: any Other Instrument(s) or Measure(s) or Baskets of any of the
Settlement Date: Foregoing: [X] Yes [ ] No
Securities Exchange Listing: [ ] Yes [X] No. If yes, Supplemental Payment(s): [X] Yes [ ] No
indicate name(s) of Securities Exchange(s): Relevant Index or Indices:
Initial Index Level(s): oo
__________________________________________. Index Valuation Date(s): oo
Depositary: The Depository Trust Company Off-Set Amount: oo
Authorized Denominations: $1,000 and integrals thereof Participation Rate: oo
Specified Currency: U.S Dollars Maximum Supplemental Payment, if any: None.
Amortizing Note: [ ] Yes [X] No. If yes, Minimum Supplemental Payment: None
Amortization schedule or formula: Periodic Interest Note: [ ] Yes [ ] No. If yes,
Discount Note: [ ] Yes [X] No. If yes, Interest Rate: 20
Total Amount of Discount: Interest Payment Dates: The 15th day of each Day Count
Initial Accrual Period of Discount: Regular Records Date(s): 15 Days prior to any Interest
Interest Payment Dates: Calculation Agent: oo
Additional/Other Terms: Additional/Other Terms: None.
Redemption Provisions: [ ] Yes [X] No. If yes,
Initial Redemption Date:
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Redemption Dates: Sinking Fund: None
Initial Redemption Percentage: Survivor's Option: [ ] Yes [X] No. If yes, Survivor's Option Rider is
Annual Redemption Percentage Reduction, if any: attached and is incorporated into this Note.
Additional/Other Terms: Aggregate Principal Amount of the Series:
Additional/Other Terms: None
Hartford Life Insurance Company (the "COMPANY"), for value received,
hereby promises to pay to Cede & Co., or its registered assigns, the Principal
Amount specified above plus the Supplemental Payment, if any, specified below on
the Stated Maturity Date specified above and, if so specified above, to pay
interest thereon from the Issuance Date specified above or from the most recent
Interest Payment Date specified above to which interest has been paid or duly
provided for at the rate per annum as specified above, until the principal
hereof is paid or made available for payment. Unless otherwise set forth above
under "Specified Currency," payments of principal, premium, if any, and interest
hereon will be made in the lawful currency of the United States of America
("U.S. DOLLARS" or "UNITED STATES DOLLARS"). The "PRINCIPAL AMOUNT" of this Note
at any time means (1) if this Note is a Discount Note (as hereinafter defined),
the Amortized Face Amount (as hereinafter defined) at such time (as defined in
Section 3(c) on the reverse hereof) and (2) in all other cases, the Principal
Amount hereof. Capitalized terms not otherwise defined herein shall have their
meanings set forth in the Indenture, dated as of September 8, 2006 (the
"INDENTURE"), between The Bank of New York Trust Company, N.A. (successor to
JPMorgan Chase Bank, N.A.), as the indenture trustee (the "INDENTURE TRUSTEE"),
and the Company, as amended or supplemented from time to time, or on the face
hereof.
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued and to be issued in one or more
series under the Indenture and reference is hereby made to the Indenture for a
statement of the respective rights, limitation of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered.
This Note will mature on the Stated Maturity Date, unless its principal (or any
installment of its principal) becomes due and payable prior to the Stated
Maturity Date, whether, as applicable, by the declaration of acceleration of
maturity, notice of redemption by the Company or otherwise; provided, that if
the Stated Maturity Date is not a Business Day, then the Maturity Date will be
the next succeeding Business Day following such Stated Maturity Date and any
payment of interest due on the Stated Maturity Date will be made on the Maturity
Date as adjusted, with the same force and effect as if made on the Stated
Maturity Date, but no additional interest shall accrue or be payable as a result
of the delayed payment; provided, further, that if due to a Market Disruption
Event or otherwise, the final Index Valuation Date is postponed so that it falls
less than three Business Days prior to or following the Stated Maturity Date,
the Maturity Date will be the third Business Day following the final Index
Valuation Date. (Any date on which this Note becomes due and payable, whether
prior or subsequent to the Stated Maturity Date is referred to as the "MATURITY
DATE").
If the Stated Maturity Date is postponed due to postponement of the Index
Valuation Date as described above, the Company shall give written notice of such
postponement and, once it has been determined, of the date to which the Maturity
Date has been rescheduled to the Indenture Trustee and the Paying Agent at their
New York offices, on which notices the Indenture Trustee and the Paying Agent
may conclusively rely These notices shall be given no later than (i) with
respect to notice of the postponement of the Stated Maturity Date, the Business
Day immediately following the scheduled Index Valuation Date; and (ii) with
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respect to notice of the date to which the Maturity Date has been rescheduled,
the Business Day immediately following the actual Index Valuation Date for
determining the Ending Index Level.
A "DISCOUNT NOTE" is any Note that has an Issue Price that is less than 100% of
the Principal Amount thereof by more than a percentage equal to the product of
0.25% and the number of full years to the Stated Maturity Date.
Unless otherwise specified above, the interest payable on each Interest
Payment Date or the Maturity Date will be the amount of interest accrued from
and including the Issuance Date or from and including the last Interest Payment
Date to which interest has been paid or duly provided for, as the case may be,
to, but excluding, such Interest Payment Date or the Maturity Date, as the case
may be.
Unless otherwise specified above, the interest payable on any Interest
Payment Date will be paid to the Holder on the Regular Record Date for such
Interest Payment Date, which Regular Record Date shall be the fifteenth (15th)
calendar day, whether or not a Business Day, immediately preceding the related
Interest Payment Date; provided that, notwithstanding any provision of the
Indenture to the contrary, interest payable on any Maturity Date shall be
payable to the Person to whom principal shall be payable; and provided, further,
that unless otherwise specified above, in the case of a Note initially issued
between a Regular Record Date and the Interest Payment Date relating to such
Regular Record Date, interest for the period beginning on the Issuance Date and
ending on such Interest Payment Date shall be paid on the Interest Payment Date
following the next succeeding Regular Record Date to the Holder on such next
succeeding Regular Record Date.
Payments of principal of, and premium, if any, and interest and other
amounts due and owing, if any, will be made through the Indenture Trustee to the
account of DTC or its nominee and will be made in accordance with depositary
arrangements with DTC.
Unless otherwise specified on the face hereof, the Holder hereof will
not be obligated to pay any administrative costs imposed by banks in making
payments in immediately available funds by the Company. Unless otherwise
specified on the face hereof, any tax assessment or governmental charge imposed
upon payments hereunder, including, without limitation, any withholding tax,
will be borne by the Holder hereof.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon shall have been
executed by the Indenture Trustee pursuant to the Indenture, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, by manual or facsimile signature.
HARTFORD LIFE INSURANCE COMPANY
Dated:
By:
----------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of Hartford Life Insurance Company referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK TRUST COMPANY, N.A.
As Indenture Trustee
Dated:
By:
----------------------------
authorized signatory
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[REVERSE OF NOTE]
Section 1. GENERAL. This Note is one of a duly authorized issue of
Notes of the Company. The Notes of this series are issued pursuant to the
Indenture.
Section 2. CURRENCY. This Note is denominated in, and payments of
principal, premium, if any, and/or interest, if any, will be made in the
Specified Currency specified on the face hereof.
Section 3. DETERMINATION OF INTEREST AMOUNTS AND CERTAIN OTHER TERMS.
(a) PERIODIC INTEREST NOTES. If this Note is designated on the face
hereof as a Periodic Interest Note:
(i) This Note will bear interest at the rate per annum specified on
the face hereof. Interest on this Note will be computed on the basis of
a 360-day year of twelve 30-day months.
(ii) Unless otherwise specified on the face hereof, the Interest
Payment Dates for this Note will be as follows:
Interest Payment Frequency Interest Payment Dates
---------------------------- --------------------------------
Monthly Fifteenth day of each calendar
month, beginning in the first
calendar month following the
month this Note was issued.
Quarterly Fifteenth day of every third
calendar month, beginning in the
third calendar month following
the month this Note was issued.
Semi-annual Fifteenth day of every sixth
calendar month, beginning in the
sixth calendar month following
the month this Note was issued.
Annual Fifteenth day of every twelfth
calendar month, beginning in the
twelfth calendar month following
the month this Note was issued.
(iii) If any Interest Payment Date or the Maturity Date of this
Note falls on a day that is not a Business Day, the Company will make
the required payment of principal, premium, if any, and/or interest or
other amounts on the next succeeding Business Day, and no additional
interest will accrue in respect of the payment made on that next
succeeding Business Day.
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(b) SUPPLEMENTAL PAYMENTS. If this Note is specified on the face hereof
as a "Note Linked to Securities of One or More Issuers, One or More Currencies,
One or More Commodities, Indices, or any other Instrument(s) or Measure(s) or
Baskets of any of the Foregoing" and as having "Supplemental Payment(s)," a
Supplemental Payment shall be payable on the Stated Maturity Date or a later
Maturity Date and shall be determined by the Calculation Agent by reference to
the relevant index or indicies, as specified on the face hereof (the "Relevant
Index"), and payment of principal, premium, if any, and interest, if any, on
this Note shall be made as set forth below.
(i) DETERMINATION OF THE SUPPLEMENTAL PAYMENT: On the Index
Valuation Date or Dates set forth on the face hereof, the Calculation
Agent will determine the closing level of the Relevant Index (each a
"Periodic Valuation Level"). If there is a single Index Valuation Date,
the Periodic Valuation Level as of that date will be the Ending Index
Level. If there is more than one Index Valuation Date, the Calculation
Agent will determine the closing level of the Relevant Index for each
such day and the arithmetic average of the sum of the Periodic
Valuation Levels, divided by the number of Index Valuation Dates. This
average will be the "Ending Index Level". The "closing level" of the
Relevant Index on any Trading Day means the level of the Relevant Index
at the official weekday close of the principal trading session(s) of
the relevant exchange(s) or market(s) (the "Relevant Exchanges") for
the stocks or other securities or instruments included in the Relevant
Index or any Successor Index (as defined below). (As used herein, a
"Trading Day" is any Business day on which trading is generally
conducted on the Relevant Exchanges, all as determined by the
Calculation Agent.) Prior to the Stated Maturity Date, the Calculation
Agent will determine the Index Return using the following formula:
(ENDING INDEX LEVEL - INITIAL INDEX LEVEL)
-----------------------------------------
Initial Index Level
If the Index Return multiplied by the Participation Rate is less than
or equal to the Off-Set Amount, if any, specified on the face of this
Note, then the Supplemental Payment will equal $0.00 (or the Minimum
Return, if any, specified on the face of this Note). If the Index
Return multiplied by the Participation Rate is greater than the Off-Set
Amount specified on the face of this Note, then the Supplemental
Payment for each $1,000 principal amount of this Note will equal the
lesser of the Maximum Return, if any, specified on the face of this
Note or the amount computed as follows:
($1,000 x Index Return x Participation Rate) -- Off-Set Amount
All calculations with respect to the Initial Index Level, the
Ending Index Level, the Index Return or any closing level will be
rounded to the nearest one hundred-thousandth, with five one-millionths
rounded upward (E.G., .876545 would be rounded to .87655); all dollar
amounts related to determination of the Supplemental Payment, if any,
per $1,000 principal amount of this Note will be rounded to the nearest
ten-thousandth, with five one hundred-thousandths rounded upward (E.G.,
.76545 would be rounded up to
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.7655); and all dollar amounts paid on the aggregate principal
amount of this Note will be rounded to the nearest cent, with one-half
cent rounded upward.
The Company shall provide, or shall cause the Calculation Agent to
provide, written notice to the Indenture Trustee and the Paying Agent
at their New York offices, on which notice the Indenture Trustee and
the Paying Agent may conclusively rely, of the amount of cash to be
delivered with respect to each $1,000 principal amount of this Note, on
or prior to 10:30 a.m. on the Business Day preceding the Maturity Date.
(ii) OTHER PROVISIONS PERTAINING TO SUPPLEMENTAL PAYMENTS: The
following additional terms apply with respect to the Supplemental
Payment:
(A) RELEVANT INDEX. The entity that sponsors any Relevant Index (the
"Sponsor") is solely responsible for the computation of that
Relevant Index.
If more than one Relevant Index is specified on the face hereof, The
determinations specified above will be made using the proportions
listed next to the name of each Relevant Index and by applying the
procedures specified in the Supplemental Payment Schedule, attached
hereto.
(B) MARKET DISRUPTION. Each of the following is a "Market Disruption
Event" if the Calculation Agent determines that the actual event
materially affects the Relevant Index:
o the suspension, absence or material limitation of the trading of
stocks or other securities or instruments then constituting 20%
or more of the stocks or other securities or instruments which
then comprise the Index (or any Successor Index) on the Relevant
Exchange(s) for such securities for more than two hours of
trading during, or during the one-half hour period preceding the
close of, the principal trading session on such Relevant
Exchange; or
o a breakdown or failure in the price and trade reporting systems
of any Relevant Exchange as a result of which the reported
trading prices for stocks or other securities or instruments then
constituting 20% or more of the stocks which then compose the
Relevant Index (or any Successor Index) during the one hour
preceding the close of the principal trading session on such
Relevant Exchange(s) are materially inaccurate; or
o the suspension, absence, limitation, cancellation or repudiation
of trading for more than two hours of trading during, or during
the one-half hour period preceding the close of trading on the
Relevant Exchange in 20% or more of any options contracts
relating to stocks or other securities which then comprise 20% or
more of the value of the Relevant Index; or
o the suspension, absence or material limitation of the trading on
the primary securities exchange as determined by the Calculation
Agent for trading in options contracts, futures or exchange
traded funds related to the Relevant Index or any Successor Index
for more
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than two hours of trading during, or during the one-half hour
period preceding the close of, the principal trading session
on such exchange; or
o a decision to permanently discontinue trading in the relevant
futures or options contracts;
in each case as determined by the Calculation Agent in its sole
discretion; and
o the Calculation Agent's determination, in its sole discretion,
that the event(s) described above materially interfered with the
Company's ability or the ability of any of the Company's
affiliates to adjust or unwind all or a material portion of any
hedge with respect to this Note.
For the purpose of this definition of Market Disruption Event,
unless otherwise specified on the face hereof:
o a limitation on the number of hours or days of trading will not
constitute a Market Disruption Event, if it results from an
announced change in the regular business hours of the Relevant
Exchange or market;
o limitations on trading during significant market fluctuations
pursuant to the rules or regulations of any Relevant Exchange (or
of any applicable rule or regulation enacted or promulgated by
any other self-regulatory organization or any government agency,
as determined by the Calculation Agent, in its sole discretion)
will constitute a suspension, absence or material limitation of
trading;
o a suspension of trading in futures or options contracts on the
Relevant Index by the primary securities market trading in such
contracts by reason of
o a price change exceeding limits set by such exchange or
market,
o an imbalance of orders relating to such contracts, or
o a disparity in bid and ask quotes relating to such contracts
will, in each such case, constitute a suspension, absence or
material limitation of trading in futures or options contracts
related to the Relevant Index; and
o a "suspension of trading" on any Relevant Exchange or on the
primary market on which futures or options contracts related to
the Relevant Index are traded will not include any time when such
market is itself closed for trading under ordinary circumstances.
If an Index Valuation Date (i) is not a Trading Day or (ii) if there
is a Market Disruption Event on such day, the applicable Index
Valuation Date will be postponed to, in the case of clause (i), the
immediately succeeding Trading Day and, in the case of clause (ii)
the next succeeding Trading Day, during which no Market Disruption
Event shall have occurred or is continuing; PROVIDED that the Index
Closing Level will not be determined on a date later than the tenth
scheduled Trading Day after the final Index Valuation Date, and if
such day is not a Trading Day, or if there is a Market Disruption
Event on such date, the Calculation Agent will determine the Index
Closing Level on such date in accordance with the formula for and
method of calculating the Index Closing Level last in effect prior
to commencement of the Market Disruption Event (or prior to the
non-Trading Day), using the closing price (or, if trading in the
relevant securities has been materially suspended or materially
limited, the Calculation Agent's good faith estimate of the closing
price that would have prevailed but for such suspension or
limitation or non-trading day) on such tenth scheduled Trading Day
of each security most recently constituting the Relevant Index.
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(C) DISCONTINUANCE OF THE RELEVANT INDEX. If publication of the
Relevant Index is discontinued or otherwise unavailable and the
Sponsor (or another entity) publishes a successor or substitute
index that the Calculation Agent, in its sole discretion, determines
is comparable to the discontinued Relevant Index (the new index
being referred to as a "Successor Index"), then the relevant closing
levels will be determined by reference to the Successor Index at the
close of trading on the Relevant Exchange(s) for the Successor Index
on each relevant Index Valuation Date.
If the Calculation Agent selects a Successor Index, the Calculation
Agent will cause written notice to be promptly furnished to the
Company, the Indenture Trustee and the Holder of this Note of the
change to the Successor Index.
If publication of the Relevant Index is discontinued prior to, and
such discontinuation is continuing on an Index Valuation Date and
the Calculation Agent determines that no Successor Index is
available, then the Calculation Agent will notify the Company and
the Indenture Trustee and will calculate the appropriate closing
levels. These calculations by the Calculation Agent will be in
accordance with the formula for and method of calculating the
Relevant Index last in effect prior to its discontinuance using the
closing price (or, if trading in the relevant securities has been
materially suspended or materially limited, its good faith estimate
of the closing price that would have prevailed but for such
suspension or limitation) at the close of the principal trading
session on such date of each security most recently composing the
Relevant Index or Successor Index, as applicable. If a Successor
Index is selected or the Calculation Agent calculates a level as a
substitute for the Relevant Index, that Successor Index or level
will be substituted for the Relevant Index for all purposes.
(D) ALTERATION OF METHOD OF CALCULATION OF INDEX If at any time the
method of calculating the Relevant Index or a Successor Index, or the
level thereof, is changed in a material respect in the Calculation
Agent's discretion, or if the Relevant Index or a Successor Index is
in any other way modified so that the Relevant Index or such Successor
Index does not, in the reasonable opinion of the Calculation Agent,
fairly represent the level of the Relevant Index or such Successor
Index had such changes or modifications not been made, then the
Calculation Agent will, at the close of business in New York City on
each date on which the Index Closing Level is to be determined, make
such calculations and adjustments as, in the good faith judgment of
the Calculation Agent, may be necessary in order to arrive at a level
of a stock index comparable to the Relevant Index or such Successor
Index, as the case may be, as if such changes or modifications had not
been made, and the Calculation Agent will calculate the Index Closing
Level with reference to the Relevant Index or such Successor Index, as
adjusted.
(iii) ALTERNATE SUPPLEMENTAL PAYMENT CALCULATION IN CASE OF AN EVENT
OF DEFAULT. In case an Event of Default with respect to this Note shall
have occurred and be continuing, the amount declared due and payable for
each $1,000 principal amount of this
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Note upon any acceleration of this Note shall be determined by the Calculation
Agent and shall be an amount in cash equal to $1,000 plus the Supplemental
Payment, calculated as if the date of acceleration were the final Index
Valuation Date, plus, if applicable, any accrued and unpaid interest on this
Note to the date the principal hereof is paid or made available for payment. If
more than one Index Valuation Date is specified on the face of this Note, the
date of acceleration shall be treated as the final Index Valuation Date and each
of the remaining Index Valuation Dates scheduled to occur after the date of
acceleration shall be treated as occurring, one each, on the consecutive Trading
Days preceding the date of acceleration. If the maturity of this Note is
accelerated because of an Event of Default as described above, the Company shall
provide, or shall cause the Calculation Agent to provide, written notice to the
Indenture Trustee at its New York office, on which notice the Indenture Trustee
may conclusively rely, and to the Holder of the cash amount due with respect to
each $1,000 principal amount of this Note as promptly as possible and in no
event later than two Business Days after the date of acceleration.
(iv) CALCULATION AGENT. All determinations made by the Calculation
Agent hereunder shall be made at the sole discretion of the Calculation Agent
and shall, in the absence of manifest error, be conclusive for all purposes and
binding on the Holder of this Note, the Indenture Trustee and the Company. The
Company may appoint a different Calculation Agent from time to time without
notice to or consent of the Holder of this Note.
(c) DISCOUNT NOTES. If this Note is specified on the face hereof as a "Discount
Note":
(i) PRINCIPAL AND INTEREST. This Note will bear interest in the same
manner as set forth in Section 3(a) above, and payments of principal and
interest shall be made as set forth on the face hereof. Discount Notes may not
bear any interest currently or may bear interest at a rate that is below market
rates at the time of issuance. The difference between the Issue Price of a
Discount Note and par is referred to as the "DISCOUNT".
(ii) REDEMPTION; REPAYMENT; ACCELERATION. In the event a Discount Note
is redeemed, repaid or accelerated, the amount payable to the Holder of such
Discount Note will be equal to the sum of: (A) the Issue Price (increased by any
accruals of Discount) and, in the event of any redemption of such Discount Note,
if applicable, multiplied by the Initial Redemption Percentage (as adjusted by
the Annual Redemption Percentage Reduction, if applicable); and (B) any unpaid
interest accrued on such Discount Note to the Maturity Date ("AMORTIZED FACE
AMOUNT"). Unless otherwise specified on the face hereof, for purposes of
determining the amount of Discount that has accrued as of any date on which a
redemption, repayment or acceleration of maturity occurs for a Discount Note, a
Discount will be accrued using a constant yield method. The constant yield will
be calculated using a 30-day month, 360-day year convention, a compounding
period that, except for the Initial Period (as defined below), corresponds to
the shortest period between Interest Payment Dates for the applicable Discount
Note (with ratable accruals within a compounding period), a coupon rate equal to
the initial coupon rate applicable to the applicable Discount Note and an
assumption that the maturity of such Discount Note will not be accelerated. If
the period from the date of issue to the first Interest Payment Date for a
Discount Note (the "INITIAL PERIOD") is shorter than the compounding period for
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such Discount Note, a proportionate amount of the yield for an entire
compounding period will be accrued. If the Initial Period is longer than the
compounding period, then the period will be divided into a regular compounding
period and a short period with the short period being treated as provided above.
Section 4. REDEMPTION. Unless otherwise so indicated on the face hereof
and in a Redemption Schedule attached hereto, this Note may not be redeemed
prior to the Stated Maturity Date, except as set forth in the Indenture.
Section 5. SINKING FUNDS AND AMORTIZING NOTES. Unless specified on the
face hereof, this Note will not be subject to, or entitled to the benefit of,
any sinking fund. If this Note is specified on the face hereof as an "Amortizing
Note", this Note will bear interest in the same manner as set forth in Section
3(a) above, and payments of principal, premium, if any, and interest will be
made as set forth on the face hereof and/or in accordance with Schedule I
attached hereto. The Company will make payments combining principal, premium (if
any) and interest, if applicable, on the dates and in the amounts set forth in
the table appearing in Schedule I attached to this Note or in accordance with
the formula specified on the face hereof. Payments made hereon will be applied
first to interest due and payable hereon and then to the reduction of the unpaid
principal amount hereof.
Section 6. MODIFICATIONS AND WAIVERS. The Indenture contains provisions
permitting the Company and the Indenture Trustee (1) at any time and from time
to time without notice to, or the consent of, the Holders of any Notes issued
under the Indenture to enter into one or more supplemental indentures for
certain enumerated purposes and (2) with the consent of the Holders of a
majority in aggregate principal amount of the Outstanding Notes affected
thereby, to enter into one or more supplemental indentures for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the Indenture or of modifying in any manner the rights of Holders
of Notes under the Indenture; provided, that, with respect to certain enumerated
provisions, no such supplemental indenture shall be entered into without the
consent of the Holder of each Note affected thereby. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note or such other
Notes.
Section 7. OBLIGATIONS UNCONDITIONAL. No reference herein to the
Indenture and no provisions of this Note or of the Indenture shall impair the
right of each Holder of any Note, which is absolute and unconditional, to
receive payment of the principal of, and any interest on, and premium, if any,
on, such Note on the respective Stated Maturity Date or redemption date thereof
and to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder.
Section 8. EVENTS OF DEFAULT. If an Event of Default with respect to
the Notes of this series shall occur and be continuing, the principal of, and
all other amounts payable on, the Notes of this series may be declared due and
payable, or may be automatically accelerated, as the case may be, in the manner
and with the effect provided in the Indenture In the event that this Note is
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a Discount Note, the amount of principal of this Note that becomes due and
payable upon such acceleration shall be equal to the amount calculated as set
forth in Section 3(d) hereof.
Section 9. WITHHOLDING; NO ADDITIONAL AMOUNTS. All amounts due in
respect of this Note will be made free and clear of any applicable withholding
or deduction for or on account of any present or future taxes, duties, levies,
assessments or other governmental charges of whatever nature imposed or levied
by or on behalf of any governmental authority, unless such withholding or
deduction is required by law. The Company will not pay any additional amounts to
the Holder of this Note in respect of any such withholding or deduction, any
such withholding or deduction will not give rise to an Event of Default or any
independent right or obligation to redeem this Note and the Holder will be
deemed for all purposes to have received cash in an amount equal to the portion
of such withholding or deduction that is attributable to such Holder's interest
in this Note as equitably determined by the Company.
Section 10. LISTING. Unless otherwise specified on the face hereof,
this Note will not be listed on any securities exchange.
Section 11. NO RECOURSE AGAINST CERTAIN PERSONS. No recourse shall be
had for the payment of any principal, interest or any other sums at any time
owing under the terms of this Note, or for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture against the
Nonrecourse Parties, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
personal liability being, by the acceptance hereof and as part of the
consideration for issue hereof, expressly waived and released.
Section 12. MISCELLANEOUS.
(a) This Note is issuable only as a registered Note without coupons in
denominations of $1,000 and any integral multiple of $1,000 in excess thereof,
or, if the specified currency of this Note is Canadian dollars, the approximate
Canadian dollar equivalent of $1,000 and any integral multiple of such $1,000
equivalent in excess thereof, unless otherwise specified on the face of this
Note.
(b) Prior to due presentment for registration of transfer of this Note,
the Company, the Indenture Trustee, the Registrar, the Paying Agent, any Agent,
and any other agent of the Company or the Indenture 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 shall be overdue, and none of the Company, the Indenture Trustee, the
Registrar, the Paying Agent, any Agent, or any other agent of the Company or the
Indenture Trustee shall be affected by notice to the contrary.
(c) The Notes of this series are being issued by means of a
book-entry-only system with no physical distribution of certificates to be made
except as provided in the Indenture. The book-entry system maintained by DTC
will evidence ownership of the Notes of this series, with transfers of ownership
effected on the records of DTC and its participants pursuant to rules and
procedures established by DTC and its participants. The Company and the
Indenture Trustee will recognize Cede & Co., as nominee of DTC, as the
registered owner of the Notes of this
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series, as the Holder of the Notes of this series for all purposes, including
payment of principal, premium (if any) and interest, notices and voting.
Transfer of principal, premium (if any) and interest to participants of DTC will
be the responsibility of DTC, and transfer of principal, premium (if any) and
interest to beneficial holders of the Notes of this series by participants of
DTC will be the responsibility of such participants and other nominees of such
beneficial holders. So long as the book-entry system is in effect, the selection
of any Notes to be redeemed or repaid will be determined by DTC pursuant to
rules and procedures established by DTC and its participants. Neither the
Company nor the Indenture Trustee will be responsible or liable for such
transfers or payments or for maintaining, supervising or reviewing the records
maintained by DTC, its participants or persons acting through such participants.
(d) This Note or portion hereof may not be exchanged for Definitive
Notes, except in the limited circumstances provided for in the Indenture. The
transfer or exchange of Definitive Notes shall be subject to the terms of the
Indenture. No service charge will be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Section 13. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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