Exhibit 4.1.2.1
MEDIUM-TERM NOTES
BOND RESOLUTION
OF
UNION CARBIDE CORPORATION
The actions described below are taken by the undersigned this
January 22, 1997 pursuant to the resolutions of the Board of Directors of
Union Carbide Corporation (the "Company") adopted on December 3, 1996, and
Section 2.01 of the Indenture dated as of June 1, 1995 (the "Indenture"),
between the Company and The Chase Manhattan Bank (formerly Chemical Bank),
Trustee. Terms used herein and not defined have the same meaning as in the
Company's Prospectus Supplement dated January 22, 1997 (the "Prospectus
Supplement") or the Indenture.
RESOLVED, that a new series of Securities is authorized as
follows:
(1) The title of the series is "Medium-Term Notes Due 9 Months
or More from Date of Issue" (the "Notes").
(2) The aggregate principal amount of the Notes is such amount
as results from an aggregate offering price not to exceed
$500,000,000.
(3) The interest rate on any Note will either be fixed or
variable, determined by reference to an interest rate
formula which may be adjusted by any Spread or Spread
Multiplier and subject to any minimum and maximum
limitation and which will be the Commercial Paper Rate,
the Prime Rate, the CD Rate, the Federal Funds Rate,
LIBOR, the Treasury Rate or another interest rate
formula, all as determined with respect to any Note by
any two of the Chairman, the President, the Chief
Financial Officer, the Vice President and General Counsel
or the Treasurer of the Company (the "Authorized
Officers") and set forth in an Officers' Certificate (as
defined in the Indenture) delivered to the Trustee. Such
determination so evidenced with respect to any Note is
referred to as the "Determination."
(4) Each interest-bearing Note will bear interest from and
including the later of its Interest Accrual Date (which will
be its Issue Date unless otherwise specified in the
Determination) or the most recent Interest Payment Date with
respect to which interest on such Note (or any predecessor
Note) has been paid or duly provided for to but excluding
the relevant Interest Payment Date, subject to the
Determination.
(5) The Record Date for any Interest Payment Date will be the
close of business on the fifteenth calendar day preceding
such Interest Payment Date, subject to the Determination.
(6) Interest will be payable on each Interest Payment Date
provided for in the Determination (or on each January 1 and
July 1 if not so provided) and at Maturity.
(7) Interest will be payable generally to the person in whose
name a Note (or any predecessor Note) is registered at the
close of business on the Record Date next preceding each
Interest Payment Date and may be paid by check mailed to the
address of the person entitled thereto at such address as
shall appear in the Security Register, subject to the
Determination.
(8) Payments of principal and interest will be made at the
office of the Paying Agent, The Chase Manhattan Bank in New
York, New York, except as provided in clause (7) and in the
Determination.
(9) The Registrar, Transfer Agent and Paying Agent is The Chase
Manhattan Bank, unless otherwise provided in the
Determination
(10) No Note will be subject to mandatory or optional
redemption by the Company prior to its Stated Maturity,
unless otherwise specified in the Determination.
(11) No Note will be repayable or redeemable by the Company at
the option of the Holders thereof prior to its Stated
Maturity, unless specified in the Determination.
(12) The Notes will be issuable only in denominations of U.S.
$1,000 and integral multiples thereof, unless otherwise
specified in the Determination.
(13) The Notes will be issuable only as Registered Securities,
unless otherwise provided in the Determination.
(14) No bearer Notes will be issued, unless otherwise so
provided.
(15) All Notes of like tenor and having the same Issue Date will
be represented by a single Global Note, unless otherwise so
provided.
(16) The Depository Trust Company will act as depositary (the
"Depositary") for the Notes. No Global Note may be
transferred except 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. A Global
Note is exchangeable for Certificated Notes registered in
the name of a Holder other than the Depositary only if (i)
the Depositary notifies the Company that it is unwilling or
unable to continue as Depositary for such Global Note, or
the Depositary ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, and a
successor depositary is not appointed by the Company within
90 calendar days or (ii) the Company in its sole discretion
instructs the Trustee that such Global Note shall be so
exchangeable or (iii) an event shall have happened and be
continuing which, after notice or lapse of time, or both,
would be an Event of Default with respect to the Notes.
Notes issued in exchange for a Global Note shall be
registered in the name or names of such person or persons as
the Company shall instruct the Trustee. The Determination
may change any provisions of this clause (16).
(17) No tax indemnity will be applicable to the Notes, unless
otherwise provided in the Determination.
(18) Payments of principal and interest on the Notes shall be in
U.S. dollars, unless otherwise so provided.
(19) The Determination will provide for any applicable conversion
of currencies.
(20) The terms of the Notes described in the Prospectus
Supplement related to the determination of principal or
interest by reference to an index, formula or other
method shall be the terms of the Notes, unless otherwise
provided in the Determination.
(21) The Notes shall not be issued in electronic or
uncertificated form, unless otherwise so provided.
(22) The whole principal amount of the Notes will be payable upon
the acceleration of the Notes, unless otherwise so provided.
(23) The "Events of Default" applicable to the Notes are those
set forth in the Indenture, unless otherwise so provided.
(24) The defeasance provisions of Article 8 of the Indenture
shall be applicable to the Notes, unless otherwise so
provided.
(25) The Fixed Rate Notes shall be substantially in the form of
Exhibit A hereto and the Floating Rate Notes shall be
substantially in the form of Exhibit B hereto, except as
otherwise so provided.
(26) The Notes shall have such other terms as are set forth in
the Determination.
RESOLVED, that each of the Authorized Officers is authorized to
execute and deliver on behalf of the Company the Distribution Agreement
dated January 22, 1997, between the Company and Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated and Donaldson, Lufkin &
Jenrette Securities Corporation and the Calculation Agent Agreement dated
as of January 22, 1997, between the Company and The Chase Manhattan Bank,
in such forms as the Authorized Officers executing the same may approve,
such approval to be conclusively evidenced by such execution thereof.
RESOLVED, that the proper officers of the Company are authorized
and directed to execute or cause to be executed such agreements, documents,
certificates, instruments and other writings and to take or do or cause to be
taken or done such other actions and things as may be necessary or desirable
to establish and maintain the Company's Medium-Term Note program.
___________________________________
Name:
Title:
___________________________________
Name:
Title:
Exhibit A
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to Issuer or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the same of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to 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.
CUSIP 90558P2
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No. $
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UNION CARBIDE CORPORATION
Fixed Rate Medium-Term Note
Principal Amount:
Specified Currency (if other than U.S. dollars):
Equivalent to U.S. $1,000 minimum denomination:
Issue Date:
Interest Accrual Date (if other than Issue Date):
Stated Maturity:
Interest Payment Dates (if other than January 1 and July 1):
Record Dates (if other than the close of business on 15th calendar day
preceding each Interest Payment Date):
Initial Interest Payment Date:
Rate of interest per annum (360-day year of twelve 30-day months basis):
If redeemable at option of Company--
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction:
If repayable at option of Holder --
Optional Repayment Dates:
If Original Issue Discount Note --
Terms:
Tax Legend:
If Indexed Note --
Terms:
If Specified Currency other than U.S. dollars --
Exchange Rate Agent (if other than The Chase Manhattan Bank):
Other terms --
Union Carbide Corporation promises to pay to Cede & Co. or registered assigns
the Principal Amount set forth above on the Stated Maturity set forth above,
subject to any applicable Terms set forth above under "If Indexed Note --"..
Dated: UNION CARBIDE CORPORATION
by
Authenticated:
------------------------------
John K. Wulff
THE CHASE MANHATTAN BANK, Vice President, Chief Financial
Officer and Controller
- ------------------------------ ------------------------------
Authorized Officer John W. Fitzpatrick
Assistant Treasurer
UNION CARBIDE CORPORATION
Fixed Rate Medium-Term Note
1. Interest.
Union Carbide Corporation (the "Company"), a New York corporation,
promises to pay interest on the Principal Amount of this Security set
forth on the face hereof at the rate per annum, if any, set forth on the
face hereof. The Company will pay any such interest on the Interest
Payment Dates set forth on the face hereof each year commencing on the
Initial Interest Payment Date set forth on the face hereof. Any such
interest will accrue from the most recent Interest Payment Date to which
any such interest on this Security (or any predecessor Security) has
been paid or duly provided for or, if no such interest has been paid or
duly provided for, from the Interest Accrual Date set forth on the face
hereof until the Principal Amount hereof is paid or duly provided for.
Interest will be computed on the basis of a 360-day year of twelve
30-day months.
2. Method of Payment.
The Company will pay interest on this Security to the person who is the
registered Holder of this Security at the Record Date, set forth on the
face hereof, next preceding each Interest Payment Date, except that any
interest payable at Stated Maturity or any earlier redemption or
acceleration ("Maturity") shall be payable to the person to whom
principal shall be payable. Holders must surrender Securities to the
Paying Agent to collect principal payments. Unless the Principal Amount
hereof is stated in a Specified Currency other than U.S. dollars (see
Section 17), the Company will pay principal and any premium and
interest in immediately available funds of the United States that at the
time of payment are legal tender for payment of public and private debts
at the office of the Paying Agent, except that the Company may pay
interest by check mailed to a Holder's registered address.
3. Agents.
Initially, The Chase Manhattan Bank will act as Registrar, Paying Agent
and Transfer Agent. The Company may change any such Agent without
notice. The Company or any Affiliate may act in any such capacity.
Subject to certain conditions, the Company may change the Trustee.
4. Indenture.
The Company is issuing its Medium-Term Notes, including this Security,
under an Indenture dated as of June 1, 1995 ("Indenture") between the
Company and The Chase Manhattan Bank (formerly Chemical Bank), as
Trustee ("Trustee"). The Indenture provides for the issuance of an
unlimited amount of the Company's debt securities from time-to-time in
series. This Security and all other Medium-Term Notes constitute one
such series (the "Securities") unless the terms of any particular
Medium-Term Note specify that it is not part of such series. The terms
of this Security include those stated in the Indenture, in the Bond
Resolution creating the Securities and in the action establishing the
terms of this Security and those made part of the Indenture by the Trust
Indenture Act of 1939, as amended (15 U.S. Code Section Section 77aaa -
77bbbb). Securityholders are referred to the Indenture, the Bond
Resolution, such action and the Act for a statement of such terms.
5. Redemption at Option of Company.
This Security will not be redeemable prior to Stated Maturity, pursuant
to any mandatory redemption (except to the extent, if any, set forth
under "Other Terms" on the face hereof), or at the option of the Company
(except to the extent specified on the face hereof under "If redeemable
at option of Company --"). To the extent specified on the face hereof,
this Security will be subject to redemption at the option of the Company
on any date on and after the Initial Redemption Date specified on the
face hereof in whole or in part in increments of U.S. $1,000 or
equivalent Specified Currency indicated on the face hereof or whole
multiples thereof at the applicable Redemption Price (as hereinafter
defined), together with any unpaid interest accrued to the date of
redemption, on notice given not more than 60 nor less than 20 calendar
days prior to the date of redemption and in accordance with the
provisions of the Indenture. "Redemption Price", means an amount equal
to the Initial Redemption Percentage specified on the face hereof (as
adjusted by the Annual Redemption Percentage Reduction, if applicable,
specified on the face hereof) multiplied by the unpaid Principal Amount
hereof (or, if the face hereof indicates that this Security is an
Original Issue Discount Note, the portion hereof which would then be due
upon acceleration) to be redeemed. The Initial Redemption Percentage,
if any, applicable to this Security shall decline at each anniversary of
the Initial Redemption Date by an amount equal to the applicable Annual
Redemption Percentage Reduction, if any, until the Redemption Price is
equal to 100% of the unpaid Principal Amount hereof (or, if the face
hereof indicates that this Security is an Original Issue Discount Note,
the portion thereof that would then be due upon acceleration) to be
redeemed.
6. Repayment at Option of Holder.
This Security will not be repayable at the option of the Holder (except
to the extent, if any, set forth under "If repayable at option of Holder
--" on the face hereof). If one or more Optional Repayment Dates are
specified on the face hereof, this Security will be subject to repayment
at the option of the Holder hereof on any Optional Repayment Date in
whole or in part in increments of U.S. $1,000 or equivalent Specified
Currency indicated on the face hereof or whole multiples thereof, at a
repayment price equal to 100% of the unpaid Principal Amount (or, if the
face hereof indicates that this Security is an Original Issue Discount
Note, the portion hereof which would then be due upon acceleration) to
be repaid, together with any unpaid interest accrued to the date of
repayment. To exercise such repayment right, this Security must be
received, together with the form hereon entitled "Option to Elect
Repayment" duly completed, by the Trustee not more than 60 nor less than
20 calendar days prior to the date of repayment. Exercise of such
repayment option by the Holder will be irrevocable.
7. Denomination, Transfer, Exchange.
The Securities are in registered form without coupons in denominations
of U.S. $1,000 or the equivalent Specified Currency indicated on the
face hereof and whole multiples thereof. The transfer of Securities may
be registered and Securities may be exchanged as provided in the
Indenture. The Transfer Agent may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or the Indenture. Notwithstanding
the foregoing, this Security may be transferred or exchanged (except as
contemplated by the legend on the face hereof) only if DTC notifies
the Company that it is unable or unwilling to continue as depositary
for this Security or it ceases to be a clearing agency registered
under the Securities Exchange Act of 1934 and no seccessor depositary
for this Security is appointed by the Company within 90 calendar days
or the Company in its sole discretion instructs the Trustee that this
Security shall be so transferable and exchangeable or an event shall
have happened and be continuing which, after notice or lapse of time,
or both, would be an Event of Default.
8. Persons Deemed Owners.
The registered Holder of a Security may be treated as its owner for all
purposes.
9. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the Securities may be
amended with the consent of the Holders of a majority in principal
amount of the Securities of all series affected by the amendment.
Subject to certain exception, a default on a series may be waived with
the consent of the Holders of a majority in principal amount of the
series.
Without the consent of any Securityholder, the Indenture or the
Securities may be amended, among other things, to cure any ambiguity,
omission, defect or inconsistency; to provide for assumption of Company
obligations to Securityholders; or to make any change that does not
materially adversely affect the rights of any Securityholder.
10. Restrictive Covenants.
The Securities are unsecured general obligations of the Company. The
Indenture does not limit other unsecured debt. It does limit certain
mortgages and sale-leaseback transactions if the property mortgaged or
leased is a manufacturing facility in the United States (excluding its
territories and possessions) that is of material importance to the
Company's consolidated business. The limitations are subject to a
number of important qualifications and exceptions.
11. Successors.
When a successor assumes all the obligations of the Company under the
Securities and the Indenture, the Company will be released from those
obligations.
12. Defeasance Prior to Maturity.
Subject to certain conditions, the Company at any time may terminate
some or all of its obligations under the Securities and the Indenture if
the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal of and any premium and interest
on the Securities to redemption or maturity. U.S. Government
Obligations are securities backed by the full faith and credit of the
United States of America or certificates representing an ownership
interest in such Obligations.
13. Defaults and Remedies.
An Event of Default includes: default for 10 days in payment of interest
on the Securities, default in payment of principal on the Securities,
default by the Company for a specified period after notice to it in the
performance of any of its other agreements applicable to the Securities
and certain events of bankruptcy or insolvency. If an Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the Securities may declare the principal of all the
Securities to be due and payable immediately, except that only such
portions of the principal of Securities that are Original Issue Discount
Notes as are specified in the Terms on the faces thereof may be declared
due and payable immediately. Securityholders may not enforce the
Indenture or the Securities except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Securities. Subject to certain limitations, Holders of
a majority in principal amount of the Securities may direct the Trustee
in its exercise of any trust or power. The Trustee may withhold from
Securityholders notice of any continuing default (except a default in
payment of principal or interest) if it determines that withholding
notice is in their interests. The Company must furnish annual
compliance certificates to the Trustee.
14. Trustee Dealings with Company.
The Chase Manhattan Bank, the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits
from, and perform services for the Company or its Affiliates, and may
otherwise deal with those persons, as it if were not Trustee.
15. No Recourse Against Others.
A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation. Each Securityholder
by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the
Securities.
16. Authentication.
This Security shall not be valid until authenticated by a manual
signature of the Trustee.
17. Foreign Currency.
If the Principal Amount set forth on the face hereof is stated in a
Specified Currency other than U.S. dollars, the provisions of this
Section apply to this Security and supersede any inconsistent provision
hereof, and all payments of principal of and any premium and interest on
this Security will be made in such Specified Currency (or, if such
Specified Currency is not at the time of such payment legal tender for
the payment of public and private debts, in such other coin or currency
of the political entity which issued such Specified Currency as at the
time of such payment is legal tender for the payment of such debts).
Any such amounts paid by the Company will be converted by the Exchange
Rate Agent named on the face hereof to U.S. dollars, unless the Holder
hereof elects to receive such payments in such Specified Currency. Such
U.S. dollar amount will be based on the highest bid quotation in The
City of New York received by the Exchange Rate Agent at approximately
11:00 A.M., New York City time, on the second Business Day preceding the
applicable payment date from three recognized foreign exchange dealers
selected by the Exchange Rate Agent and approved by the Company for the
purchase by the quoting dealer of such Specified Currency for U.S.
dollars for settlement on such payment date in the aggregate amount of
such Specified Currency payable to all Holders of Securities then
scheduled to receive U.S. dollar payments and at which the applicable
dealer commits to execute a contract. If such bid quotations are not
available, payments will be made in such Specified Currency. All
currency exchange costs will be borne by the Holder hereof by deductions
from such payments.
The Holder hereof may elect to receive any payment or all payments of or
on this Security in the Specified Currency indicated on the face hereof
by transmitting a written request (by mail, hand delivery or facsimile
transmission) for such payment to the Paying Agent on or prior to the
Record Date or at least sixteen days prior to Maturity, as the case may
be. Such election will remain in effect until revoked by written notice
to the Paying Agent received on or prior to the relevant Record Date or
at least sixteen days prior to Maturity, as the case may be.
Principal of, and any premium and interest on, this Security paid in
U.S. dollars will be paid in the manner specified in Section 2
hereof. Interest hereon paid in such Specified Currency will be paid
by check mailed to the registered address of the Holder entitled
thereto. All checks payable in a Specified Currency will be drawn on
a bank office located outside the United States. Payments hereof and
hereon in such Specified Currency at Maturity will be made in
immediately available funds to such account with a bank located in
the country of the Specified Currency as shall have been designated
at least sixteen days prior to Maturity by the Holder, provided that
this Security is presented to the Paying Agent in time for the Paying
Agent to make such payments in such funds in accordance with its
normal procedures.
If a Specified Currency is not available for any payment due to the
imposition of exchange controls or other circumstances beyond the
control of the Company, the Company will be entitled to satisfy its
obligations to the Holder hereof by making such payment in U.S. dollars
on the basis of the Market Exchange Rate on the second Business Day
prior to such payment or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange
Rate.
The principal amount of any Security payable in a Specified Currency
other than U.S. dollars, for purposes of any consent, waiver, notice or
other action by Holders of Securities, shall be the amount thereof in
U.S. dollars on the basis of the Market Exchange Rate in effect on the
issue date therefor or the closest date prior to such issue date for
which the Market Exchange Rate is available.
"Business Day" means any day that in The City of New York is not a
Saturday, Sunday or day on which banking institutions are required to be
closed and that in the principal financial center of the country of the
Specified Currency (other than European Currency Units ("ECUs")) is not
a day on which banking institutions are required to be closed and, if
the Specified Currency is ECUs, is generally regarded in the ECU
interbank market as a day on which payments in ECUs are made.
"Market Exchange Rate" for any Specified Currency means the noon buying
rate in The City of New York for cable transfers for such Specified
Currency as certified for customs purposes by (or if not so certified as
otherwise determined by) the Federal Reserve Bank of New York.
---------------------------------
Option to Elect Repayment
The undersigned Holder hereof hereby irrevocably elects to receive
repayment as described in Section 6 above on __________ (an Optional
Redemption Date) as to U.S. $_______ (or ________ Specified Currency) of the
Principal Amount hereof ($1,000 minimum or Specified Currency equivalent set
forth on the face hereof and multiples thereof).
-------------------------
Exact name of registered Holder
Signature guaranteed by
"eligible financial institution"
as defined in Rule 17Ad-15
under the Securities Exchange
Act of 1934, if applicable:
- --------------------------------
Exhibit B
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the same of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to 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.
CUSIP 90558P2
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No. $
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UNION CARBIDE CORPORATION
Floating Rate Medium-Term Note
Principal Amount:
Specified Currency (if other than U.S. dollars):
Equivalent to U.S. $1,000 minimum denomination:
Issue Date:
Interest Accrual Date (if other than Issue Date):
Stated Maturity:
Interest Payment Dates (if other than January 1 and July 1):
Record Dates (if other than the close of business on 15th calendar day
preceding each Interest Payment Date):
Initial Interest Payment Date:
Interest rate formula: [ ] Commercial Paper Rate
[ ] Prime Rate
[ ] CD Rate
[ ] Federal Funds Rate
[ ] LIBOR
[ ] Treasury Rate
[ ] Other, specify:
Index Maturity:
Spread: +/-
Spread Multiplier: x
Minimum interest rate limitation: not less than _____%
Maximum interest rate limitation: not less than _____%
Initial Interest Rate: _____%
Interest Reset Dates:
Interest Determination Dates:
Calculation Agent (if other than
The Chase Manhattan Bank):
Calculation Dates:
If redeemable at option of Company --
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction:
If repayable at option of Holder --
Optional Repayment Dates:
If Original Issue Discount Note --
Terms:
Tax Legend:
If Indexed Note --
Terms:
If Specified Currency other than U.S. dollars --
Exchange Rate Agent (if other than The Chase Manhattan Bank):
Other terms --
Union Carbide Corporation promises to pay to Cede & Co. or registered assigns
the Principal Amount set forth above on the Stated Maturity set forth above,
subject to any applicable Terms set forth above under "If Indexed Note --".
Dated: UNION CARBIDE
CORPORATION
by
Authenticated:
------------------------------
John K. Wulff
THE CHASE MANHATTAN BANK, Vice President, Chief Financial
as Trustee Officer and Controller
- ------------------------------ ------------------------------
Authorized Officer John W. Fitzpatrick
Assistant Treasurer
UNION CARBIDE CORPORATION
Floating Rate Medium-Term Note
1. Interest.
Union Carbide Corporation (the "Company"), a New York corporation,
promises to pay interest on the Principal Amount of this Security set
forth on the face hereof in accordance with the following provisions
which include certain terms defined at the end of this Section. The
face of this Security designates an interest rate formula determined
by reference to one or more of the following: (a) the Commercial
Paper Rate, in which case this Security is a Commercial Paper Rate
Note, (b) the Prime Rate, in which case this Security is a Prime Rate
Note, (c) the CD Rate, in which case this Security is a CD Rate Note,
(d) the Federal Funds Rate, in which case this Security is a Federal
Funds Rate Note, (e) LIBOR, in which case this Security is a LIBOR
Note, (f) the Treasury Rate, in which case this Security is a
Treasury Rate Note or (g) such other interest rate formula as is set
forth on the face hereof, in which case this Security shall include
such provisions as to interest as so set forth. The rate of interest
on this Security in effect on any day will be (i) if such day is an
Interest Reset Date specified on the face hereof, the interest rate
determined as of the Interest Determination Date specified on the
face hereof pertaining to such Interest Reset Date or (ii) if such
day is not an Interest Reset Date , the interest rate determined as
of the Interest Determination Date pertaining to the immediately
preceding Interest Reset Date; provided, however, that the interest
rate in effect from the Interest Accrual Date specified on the face
hereof (or any predecessor Security hereto) to but excluding the
first Interest Reset Date will be the Initial Interest Rate specified
on the face hereof.
The rate of interest on this Security will be reset daily, weekly,
monthly, quarterly, semi-annually or annually (each an "Interest Reset
Date") as specified under "Interest Reset Dates" on the face hereof. If
not otherwise set forth on the face hereof, if this Security so
designates that the Interest Reset Date is: daily, the Interest Reset
Date will be each Business Day; weekly, the Wednesday of each week (but
if this Security is a Treasury Rate Note which resets weekly, except as
provided in the following paragraph, the Tuesday of each week); monthly,
the third Wednesday of each month; quarterly, the third Wednesday of
March, June, September and December; semi-annually, the third Wednesday
of the two months of each year specified on the face hereof; and
annually, the third Wednesday of one month of each year specified on the
face hereof. If any Interest Reset Date would otherwise be a day that
is not a Business Day with respect hereto, such Interest Reset Date
shall be the next succeeding Business Day with respect hereto, except
that if this is a LIBOR Note and the next succeeding Business Day falls
in the next succeeding calendar month, such Interest Reset Date shall be
the immediately preceding Business Day.
The Interest Determination Date pertaining to an Interest Reset Date
will be the second Business Day preceding the Interest Reset Date if
this Security is a Commercial Paper Rate Note (the "Commercial Paper
Rate Interest Determination Date"), a Prime Rate Note (the "Prime Rate
Interest Determination Date"), a CD Rate Note (the "CD Rate Interest
Determination Date") or a Federal Funds Rate Note (the "Federal Funds
Rate Interest Determination Date"). If this Security is a LIBOR Note,
the Interest Determination Date pertaining to an Interest Reset Date
(the "LIBOR Interest Determination Date") will be the second London
Business Day preceding such Interest Reset Date. If this Security is a
Treasury Rate Note, the Interest Determination Date pertaining to an
Interest Reset Date (the "Treasury Rate Interest Determination Date")
will be the day on which Treasury bills are auctioned for the week in
which such Interest Reset Date falls, or if no auction is held for such
week, the Monday of such week (or if Monday is a legal holiday, the next
succeeding Business Day) and the Interest Reset Date will be the
Business Day immediately following such Treasury Rate Interest
Determination Date. Treasury bills are usually sold at auction on
Monday of each week, unless that day is a legal holiday, in which case
the auction is usually held on the following Tuesday, except that such
auction may be held on the preceding Friday. If an auction for such
week is held on Monday or the preceding Friday, such Monday or preceding
Friday shall be the Treasury Rate Interest Determination Date for such
week, and the Interest Reset Date for such week shall be the Tuesday of
such week (or, if such Tuesday is not a Business Day, the next
succeeding Business Day). If the auction for such week is held on any
day of such week other than Monday, then such day shall be the Treasury
Rate Interest Determination Date and the Interest Reset Date for such
week shall be the next succeeding Business Day.
The rate of interest on this Security is subject to one or more of
the following to the extent indicated on the face hereof: (a) a
maximum numerical interest rate limitation, or ceiling, on the rate
of interest which may accrue during any interest period; or (b) a
minimum numerical interest rate limitation, or floor, on the rate of
interest which may accrue during any interest period; or (c) a Spread
which shall be added to (or subtracted from) the rate as otherwise
determined; or (d) a Spread Multiplier by which the rate as otherwise
determined shall be multiplied.
Unless otherwise indicated on the face hereof and except as provided
below, the Interest Payment Dates will be: if this Security resets
daily, weekly or monthly, the third Wednesday of each month or on the
third Wednesday of March, June, September and December of each year as
indicated on the face hereof; if this Security resets quarterly, the
third Wednesday of March, June, September and December of each year; if
this Security resets semi-annually, the third Wednesday of the two
months of each year specified on the face hereof; and if this Security
resets annually, the third Wednesday of the month specified on the face
hereof; and, in each case, at Maturity. If, pursuant to the preceding
sentence, an Interest Payment Date (other than at Maturity) would
otherwise be a day that is not a Business Day, such Interest Payment
Date shall be the next succeeding Business Day, except that if this
Security is a LIBOR Note and the next succeeding Business Day falls in
the next succeeding calendar month, such Interest Payment Date (other
than at Maturity) shall be the immediately preceding Business Day. If
Maturity falls on a day that is not a Business Day, the payment of
principal, premium, if any, and interest will be made on the next
succeeding Business Day, and no interest on such payment shall accrue
for the period from and after such Maturity.
The interest accrued hereon is calculated by multiplying the Principal
Amount hereof by an accrued interest factor. Such accrued interest
factor is computed by adding the interest factor calculated for each day
in such period from and including the Issue Date set forth on the face
hereof (or the Interest Accrual Date if it is set forth on the face
hereof), or from and including the last date to which interest has been
paid or duly provided for, to but excluding the date for which accrued
interest is being calculated. The interest factor (expressed as a
decimal rounded upwards, if necessary, as described below) for each such
day is computed by dividing the interest rate (expressed as a decimal
rounded upwards, if necessary, as described below) applicable to such
date by 360, or, if this Security is a Treasury Rate Note, by the actual
number of days in the year. All percentages resulting from any
calculation of accrued interest will be rounded, if necessary, to the
nearest one-hundred thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards (e.g., 7.876545%
(or .07876545) being rounded to 7.87655% or (.0787655) and 7.876544% (or
.07876544) being rounded to 7.87654% (or .0787654)), and all amounts
used in or resulting from such calculations will be rounded to the
nearest cent in the case of U.S. dollars or the nearest unit of any
other Specified Currency (with one-half cent or five one- thousandths
of a unit being rounded upwards).
Commercial Paper Rate. "Commercial Paper Rate" means, with respect to
any Commercial Paper Rate Interest Determination Date, the Money Market
Yield (calculated as described below) of the rate on such date for
commercial paper having the Index Maturity specified on the face hereof
as published in H.15(519) under the heading "Commercial Paper". In the
event that such rate is not published prior to 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Commercial Paper Rate
Interest Determination Date, then the Commercial Paper Rate shall be the
Money Market Yield of the rate on such Commercial Paper Rate Interest
Determination Date for commercial paper having such Index Maturity as
published in Composite Quotations under the heading "Commercial Paper".
If by 3:00 P.M., New York City time, on such Calculation Date such rate
is not yet published in either H.15(519) or Composite Quotations, the
Commercial Paper Rate for that Commercial Paper Rate Interest
Determination Date shall be the Money Market Yield of the arithmetic
mean, as calculated by the Calculation Agent on such Calculation Date,
of the offered rates, as of 11:00 A.M., New York City time, on that
Commercial Paper Rate Interest Determination Date, of three leading
dealers of commercial paper in The City of New York selected by the
Calculation Agent and approved by the Company for commercial paper
having such Index Maturity placed for an industrial issuer whose bond
rating is "AA", or the equivalent, from a nationally recognized rating
agency; provided, however, that if fewer than three dealers selected as
aforesaid are quoting as mentioned in this sentence, the Commercial
Paper Rate will be the Commercial Paper Rate in effect on such
Commercial Paper Rate Interest Determination Date.
"Money Market Yield" shall be a yield calculated in accordance with
the following formula:
Money Market Yield = D x 360 x 100
-----------
360-(D x M)
where "D" refers to the per annum rate for commercial paper quoted on a
bank discount basis and expressed as a decimal; and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.
Prime Rate. "Prime Rate" means, with respect to any Prime Rate Interest
Determination Date, the rate set forth in H.15(519) for such date under
the heading "Bank Prime Loan". In the event that such rate is not
published prior to 9:00 A.M., New York City time, on the Calculation
Date pertaining to such Prime Rate Interest Determination Date, then the
Prime Rate will be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen USPRIME 1 Page
as such bank's prime rate or base lending rate as in effect for that
Prime Rate Interest Determination Date. If fewer than four such rates
appear on the Reuters Screen USPRIME 1 Page for such Prime Rate Interest
Determination Date, then the Prime Rate will be the arithmetic mean, as
calculated by the Calculation Agent on such Calculation Date, of the
prime rates quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on such Prime Rate
Interest Determination Date by two major money center banks in The City
of New York selected by the Calculation Agent and approved by the
Company or if fewer than two such quotations are so provided by such
banks, if any, and one or two substitute banks or trust companies
organized and doing business under the laws of the United States, or any
State thereof, each having total equity capital of at least $500 million
and being subject to supervision or examination by Federal or state
authority, selected by the Calculation Agent and approved by the Company
to provide such rate or rates; provided, however, that if two banks or
trust companies selected as aforesaid are not quoting as mentioned in
this sentence, the Prime Rate will be the Prime Rate in effect on such
Prime Rate Interest Determination Date.
CD Rate. "CD Rate" means, with respect to any CD Rate Interest
Determination Date, the rate on such date for negotiable certificates of
deposit having the Index Maturity specified on the face hereof as
published in H.15(519) under the heading "CDs a. (Secondary Market)".
In the event that such rate is not published prior to 9:00 A.M., New
York City time, on the Calculation Date pertaining to such CD Rate
Interest Determination Date, then the CD Rate shall be the rate on
such CD Rate Interest Determination Date for negotiable certificates
of deposit having the Index Maturity specified on the face hereof as
published in Composite Quotations under the heading "Certificates of
Deposit". If by 3:00 P.M., New York City time, on such Calculation
Date such rate is not yet published in either H.15(519) or Composite
Quotations, the CD Rate for that CD Rate Interest Determination Date
shall be calculated by the Calculation Agent and shall be the
arithmetic mean of the secondary market offered rates as of 10:00
A.M., New York City time, on that CD Rate Interest Determination Date
of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the
Calculation Agent and approved by the Company for negotiable
certificates of deposit of major United States money market banks
with a remaining maturity closest to the Index Maturity specified on
the face hereof in a denomination of $5,000,000, provided, however,
that if the dealers selected as aforesaid are not quoting as
mentioned in this sentence, the CD Rate will be the CD Rate in effect
on such CD Rate Interest Determination Date.
Federal Funds Rate. "Federal Funds Rate" means, with respect to any
Federal Funds Rate Interest Determination Date, the rate on such date
for Federal funds as published in H.15(519) under the heading "Federal
Funds (Effective)". In the event that such rate is not published prior
to 9:00 A.M., New York City time, on the Calculation Date pertaining to
such Federal Funds Rate Interest Determination Date, then the Federal
Funds Rate will be the rate on such Federal Funds Rate Interest
Determination Date as published in Composite Quotations under the
heading "Federal Funds/Effective Rate". If by 3:00 P.M., New York City
time, on such Calculation Date such rate is not yet published in either
H.15(519) or Composite Quotations, the Federal Funds Rate for that
Federal Funds Rate Interest Determination Date shall be the arithmetic
mean, as calculated by the Calculation Agent on such Calculation Date,
of the rates, as of 9:00 A.M., New York City time, on that Federal Funds
Rate Interest Determination Date, for the last transaction in overnight
Federal funds arranged by three leading brokers of Federal funds
transactions in The City of New York selected by the Calculation Agent
and approved by the Company; provided, however, that if the brokers
selected as aforesaid are not quoting as mentioned in this sentence, the
Federal Funds Rate will be the Federal Funds Rate in effect on such
Federal Funds Rate Interest Determination Date.
LIBOR. "LIBOR" will be determined by the Calculation Agent in
accordance with the following provisions: On each LIBOR Interest
Determination Date, LIBOR will be determined on the basis of the
offered rate for deposits in U.S. dollars having the Index Maturity
specified on the face hereof, commencing on the second London
Business Day immediately following such LIBOR Interest Determination
Date, which appears on Telerate Page 3750, as of 11:00 A.M., London
time, on that LIBOR Interest Determination Date. If such rate does
not so appear on Telerate Page 3750, the rate in respect of such
LIBOR Interest Determination Date will be determined on the basis of
the rates at which deposits in U.S. dollars are offered by two major
banks in the London interbank market selected by the Calculation
Agent and approved by the Company at approximately 11:00 A.M., London
Time, on the LIBOR Interest Determination Date next preceding the
relevant Interest Reset Date to prime banks in the London interbank
market for a period of such Index Maturity commencing on that
Interest Reset Date and in a principal amount equal to an amount not
less than U.S. $1,000,000 that is representative for a single
transaction in such market at such time. In such case, the
Calculation Agent will request the principal London office of each of
the aforesaid major banks to provide a quotation of such rate. If at
least two such quotations are provided in respect of such LIBOR
Interest Determination Date, the rate for that Interest Reset Date
will be the arithmetic mean of the quotations, and, if fewer than two
quotations are provided as requested in respect of such LIBOR
Interest Determination Date, the rate for that Interest Reset Date
will be the arithmetic mean of the rates quoted by three major banks
in The City of New York, selected by the Calculation Agent and
approved by the Company, at approximately 11:00 A.M., New York City
time, on that LIBOR Interest Determination Date for loans in U.S.
dollars to leading European banks for a period of such Index Maturity
commencing on that Interest Reset Date and in a principal amount
equal to an amount not less than U.S. $1,000,000 that is
representative for a single transaction in such market at such time;
provided, however, if the banks selected as aforesaid are not quoting
as mentioned in this sentence, LIBOR will be LIBOR in effect on such
LIBOR Interest Determination Date.
Treasury Rate. "Treasury Rate" means, with respect to any Treasury Rate
Interest Determination Date, the rate for the most recent auction of
direct obligations of the United States ("Treasury bills") having the
Index Maturity specified on the face hereof as published in H.15(519)
under the heading, "U.S. Government Securities/Treasury bills--Auction
Average (Investment)" or, if not so published by 9:00 A.M., New York
City time, on the Calculation Date pertaining to such Treasury Rate
Interest Determination Date, the auction average rate on such
Treasury Rate Interest Determination Date (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable,
and applied on a daily basis) for such auction as otherwise announced
by the United States Department of the Treasury. In the event that
the results of the auction of Treasury bills having such Index
Maturity are not published or reported as provided above by 3:00
P.M., New York City time, on such date, or if no such auction is held
on such Treasury Rate Interest Determination Date, then the Treasury
Rate shall be the rate as published in H.15(519) under the heading
"U.S. Government Securities/Treasury bills--Secondary Market". In
the event that neither such rate is so published by 3:00 P.M., New
York City time, on such Calculation Date, then the Treasury Rate
shall be calculated by the Calculation Agent and shall be a yield to
maturity (expressed as a bond equivalent on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis)
calculated using the arithmetic mean of the secondary market bid
rates as of approximately 3:30 P.M., New York City time, on such
Treasury Rate Interest Determination Date, of three leading primary
United States government securities dealers selected by the
Calculation Agent and approved by the Company, for the issue of
Treasury bills with a remaining maturity closest to such Index
Maturity; provided, however, that if the dealers selected as
aforesaid are not quoting as mentioned in this sentence, the Treasury
Rate will be the Treasury Rate in effect on such Treasury Rate
Interest Determination Date.
"Business Day" means (a) with respect to any Security (unless otherwise
provided in this definition), any day that in The City of New York is
not a Saturday, Sunday or a day on which banking institutions are
required to be closed and (b) with respect to LIBOR Notes only, any day
described in clause (a) and on which dealings in deposits in U.S.
dollars are transacted in London interbank market and (c) with respect
to any Security denominated in any currency or currency unit other than
U.S. dollars or European Currency Units ("ECUs") only, any day described
in clause (a) and that in the principal financial center of the country
of the such currency is not a day on which banking institutions are
required to be closed and (d) with respect to any Security denominated
in ECUs only, any day described in clause (a) and that is generally
regarded in the ECU interbank market as a day on which payments in ECU's
are made.
"Calculation Agent" means The Chase Manhattan Bank or any other entity
named as such on the face hereof, appointed by the Company to calculate
interest rates for this Security.
"Calculation Date" means the date on which the Calculation Agent is to
calculate an interest rate for this Security, which is the applicable
date set forth below, unless otherwise specified on the face hereof:
(a) If this Security is a Commercial Paper Rate Note -- The earlier
of (i) the tenth day after the related Commercial Paper Rate Interest
Determination Date or, if such day is not a Business Day, the next
succeeding Business Day; and (ii) the Business Day next preceding the
relevant Interest Payment Date or date of Stated Maturity, as the case
may be.
(b) If this Security is a Prime Rate Note --The earlier of (i) the
tenth day after the related Prime Rate Interest Determination Date or,
if such day is not a Business Day, the next succeeding Business Day; and
(ii) the Business Day next preceding the relevant Interest Payment Date
or date of Stated Maturity, as the case may be.
(c) If this Security is a CD Rate Note -- The earlier of (i) the
tenth day after the related CD Rate Interest Determination Date or, if
such day is not a Business Day, the next succeeding Business Day; and
(ii) the Business Day next preceding the relevant Interest Payment Date
or date of Stated Maturity, as the case may be.
(d) If this Security is a Federal Funds Rate Note -- The earlier
of (i) the tenth day after the related Federal Funds Rate Interest
Determination Date or, if such day is not a Business Day, the next
succeeding Business Day; and (ii) the Business Day next preceding the
relevant Interest Payment Date or date of Stated Maturity, as the case
may be.
(e) If this Security is a LIBOR Note -- The LIBOR Interest
Determination Date.
(f) If this Security is a Treasury Rate Note -- The earlier of (i)
the tenth day after the related Treasury Rate Interest Determination
Date or, if such day is not a Business Day, the next succeeding Business
Day; and (ii) the Business Day next preceding the relevant Interest
Payment Date or date of Stated Maturity, as the case may be.
"Composite Quotations" means the daily statistical release entitled
"Composite 3:30 P.M. Quotations for U.S. Government Securities", or any
successor publication, published by the Federal Reserve Bank of New
York.
"Exchange Rate Agent" means the agent appointed by the Company to convert
principal and any premium and interest payments in respect of Securities
the Principal Amount of which is designated in a Specified Currency
other than U.S. dollars into U.S. dollars. Unless otherwise provided on
the face hereof, the Exchange Rate Agent will be The Chase Manhattan
Bank.
"H.15(519)" means the weekly statistical release entitled "Statistical
Release H.15(519), Selected Interest Rates", or any successor
publication, published by the Board of Governors of the Federal Reserve
System.
"Index Maturity" means the period to maturity of the instrument or
obligation on which the interest rate formula is based, as set forth on
the face hereof.
"Initial Interest Rate" means the rate, as set forth on the face hereof,
at which this Security will bear interest from its Interest Accrual Date
(or that of a predecessor Security), as set forth on the face hereof, to
but excluding the first Interest Reset Date, as set forth on the face
hereof.
"Interest Determination Date" means the date as of which the interest
rate for this Security is to be calculated, to be effective as of the
following Interest Reset Date and calculated on the related Calculation
Date as set forth herein and on the face hereof.
"Interest Reset Date" means the date on which this Security will begin
to bear interest at the variable interest rate determined as of any
Interest Determination Date as set forth herein and on the face hereof.
"London Business Day" means any day on which dealings in deposits in
U.S. dollars are transacted in the London interbank market.
"Market Exchange Rate" for any Specified Currency means the noon buying
rate in The City of New York for cable transfers for such Specified
Currency as certified for customs purposes by (or if not so certified as
otherwise determined by) the Federal Reserve Bank of New York.
"Maturity" means the date on which the principal of this Security
becomes due and payable, whether at Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.
"Reuters Screen USPRIME 1 Page" means the display designated as page
"USPRIME 1" on the Reuters Monitor Money Rates Service (or such other
page as may replace the USPRIME 1 page on that service for the purpose
of displaying prime rates or base lending rates of major United Stated
banks).
"Specified Currency" means the currency or currency unit in which this
Security is denominated as specified on the face hereof.
"Spread" means the number of basis points specified on the face hereof,
if any, as being applicable to the interest rate for this Security.
"Spread Multiplier" means the percentage, specified on the face hereof,
if any, as being applicable to the interest rate for this Security.
"Telerate Page 3750" means the display designated as page "3750" on the
Dow Jones Telerate Service (or such other page as may replace that page
for the purpose of displaying London interbank offered rates for U.S.
dollar deposits).
2. Method of Payment.
The Company will pay interest on this Security to the person who is the
registered Holder of this Security at the Record Date, set forth on the
face hereof, next preceding each Interest Payment Date, except that any
interest payable at Stated Maturity or any earlier redemption or
acceleration ("Maturity") shall be payable to the person to whom
principal shall be payable. Holders must surrender Securities to the
Paying Agent to collect principal payments. Unless the Principal Amount
hereof is stated in a Specified Currency other than U.S. dollars (see
Section 17), the Company will pay principal and any premium and
interest in immediately available funds of the United States that at the
time of payment are legal tender for payment of public and private debts
at the office of the Paying Agent, except that the Company may pay
interest by check mailed to a Holder's registered address.
3. Agents.
Initially, The Chase Manhattan Bank will act as Registrar, Paying Agent
and Transfer Agent. The Company may change any such Agent without
notice. The Company or any Affiliate may act in any such capacity.
Subject to certain conditions, the Company may change the Trustee.
4. Indenture.
The Company is issuing its Medium-Term Notes, including this Security,
under an Indenture dated as of June 1, 1995 ("Indenture") between the
Company and The Chase Manhattan Bank (formerly Chemical Bank), as
Trustee ("Trustee"). The Indenture provides for the issuance of an
unlimited amount of the Company's debt securities from time to time in
series. This Security and all other Medium-Term Notes constitute one
such series (the "Securities") unless the terms of any particular
Medium-Term Note specify that it is not part of such series. The terms
of this Security include those stated in the Indenture, in the Bond
Resolution creating the Securities and in the action establishing the
terms of this Security and those made part of the Indenture by the Trust
Indenture Act of 1939, as amended (15 U.S. Code Section Section 77aaa -
77bbbb). Securityholders are referred to the Indenture, the Bond
Resolution, such action and the Act for a statement of such terms.
5. Redemption at Option of Company.
This Security will not be redeemable prior to Stated Maturity, pursuant
to any mandatory redemption (except to the extent, if any, set forth
under "Other Terms" on the face hereof), or at the option of the Company
(except to the extent specified on the face hereof under "If redeemable
at option of Company --"). To the extent specified on the face hereof,
this Security will be subject to redemption at the option of the Company
on any date on and after the Initial Redemption Date specified on the
face hereof in whole or in part in increments of U.S. $1,000 or
equivalent Specified Currency indicated on the face hereof or whole
multiples thereof at the applicable Redemption Price (as hereinafter
defined), together with any unpaid interest accrued to the date of
redemption, on notice given not more than 60 nor less than 20 calendar
days prior to the date of redemption and in accordance with the
provisions of the Indenture. "Redemption Price", means an amount equal
to the Initial Redemption Percentage specified on the face hereof (as
adjusted by the Annual Redemption Percentage Reduction, if applicable,
specified on the face hereof) multiplied by the unpaid Principal Amount
hereof (or, if the face hereof indicates that this Security is an
Original Issue Discount Note, the portion thereof that would then be due
upon acceleration) to be redeemed. The Initial Redemption Percentage,
if any, applicable to this Security shall decline at each anniversary of
the Initial Redemption Date by an amount equal to the applicable Annual
Redemption Percentage Reduction, if any, until the Redemption Price is
equal to 100% of the unpaid Principal Amount hereof (or, if the face
hereof indicates that this Security is an Original Issue Discount Note,
the portion thereof that would then be due upon acceleration) to be
redeemed.
6. Repayment at Option of Holder.
This Security will not be repayable at the option of the Holder (except
to the extent, if any, set forth under "If repayable at option of Holder
--" on the face hereof). If one or more Optional Repayment Dates are
specified on the face hereof, this Security will be subject to repayment
at the option of the Holder hereof on any Optional Repayment Date in
whole or in part in increments of U.S. $1,000 or equivalent Specified
Currency indicated on the face hereof or whole multiples thereof, at a
repayment price equal to 100% of the unpaid Principal Amount (or, if the
face hereof indicates that this Security is an Original Issue Discount
Note, the portion hereof which would then be due upon acceleration) to
be repaid, together with any unpaid interest accrued to the date of
repayment. To exercise such repayment right, this Security must be
received, together with the form hereon entitled "Option to Elect
Repayment" duly completed, by the Trustee not more than 60 nor less than
20 calendar days prior to the date of repayment. Exercise of such
repayment option by the Holder will be irrevocable.
7. Denomination, Transfer, Exchange.
The Securities are in registered form without coupons in denominations
of U.S. $1,000 or the equivalent Specified Currency indicated on the
face hereof and whole multiples thereof. The transfer of Securities may
be registered and Securities may be exchanged as provided in the
Indenture. The Transfer Agent may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or the Indenture. Notwithstanding
the foregoing, this Security may be transferred or exchanged (except as
contemplated by the legend on the face hereof) only if DTC notifies
the Company that it is unable or unwilling to continue as depositary
for this Security or it ceases to be a clearing agency registered
under the Securities Exchange Act of 1934 and no successor depositary
for this Security is appointed by the Company within 90 calendar days
or the Company in its sole discretion instructs the Trustee that this
Security shall be so transferable and exchangeable or an event shall
have happened and be continuing which, after notice or lapse of time,
or both, would be an Event of Default.
8. Persons Deemed Owners.
The registered Holder of a Security may be treated as its owner for all
purposes.
9. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the Securities may be
amended with the consent of the Holders of a majority in principal
amount of the Securities of all series affected by the amendment.
Subject to certain exception, a default on a series may be waived with
the consent of the Holders of a majority in principal amount of the
series.
Without the consent of any Securityholder, the Indenture or the
Securities may be amended, among other things, to cure any ambiguity,
omission, defect or inconsistency; to provide for assumption of Company
obligations to Securityholders; or to make any change that does not
materially adversely affect the rights of any Securityholder.
10. Restrictive Covenants.
The Securities are unsecured general obligations of the Company. The
Indenture does not limit other unsecured debt. It does limit certain
mortgages and sale-leaseback transactions if the property mortgaged or
leased is a manufacturing facility in the United States (excluding its
territories and possessions) that is of material importance to the
Company's consolidated business. The limitations are subject to a
number of important qualifications and exceptions.
11. Successors.
When a successor assumes all the obligations of the Company under the
Securities and the Indenture, the Company will be released from those
obligations.
12. Defeasance Prior to Maturity.
Subject to certain conditions, the Company at any time may terminate
some or all of its obligations under the Securities and the Indenture if
the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal of and any premium and interest
on the Securities to redemption or maturity. U.S. Government
Obligations are securities backed by the full faith and credit of the
United States of America or certificates representing an ownership
interest in such Obligations.
13. Defaults and Remedies.
An Event of Default includes: default for 10 days in payment of interest
on the Securities, default in payment of principal on the Securities,
default by the Company for a specified period after notice to it in the
performance of any of its other agreements applicable to the Securities
and certain events of bankruptcy or insolvency. If an Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the Securities may declare the principal of all the
Securities to be due and payable immediately, except that only such
portions of the principal of Securities that are Original Issue Discount
Notes as are specified in the Terms on the faces thereof may be declared
due and payable immediately. Securityholders may not enforce the
Indenture or the Securities except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Securities. Subject to certain limitations, Holders of
a majority in principal amount of the Securities may direct the Trustee
in its exercise of any trust or power. The Trustee may withhold from
Securityholders notice of any continuing default (except a default in
payment of principal or interest) if it determines that withholding
notice is in their interests. The Company must furnish annual
compliance certificates to the Trustee.
14. Trustee Dealings with Company.
The Chase Manhattan Bank, the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits
from, and perform services for the Company or its Affiliates, and may
otherwise deal with those persons, as it if were not Trustee.
15. No Recourse Against Others.
A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation. Each Securityholder
by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the
Securities.
16. Authentication.
This Security shall not be valid until authenticated by a manual
signature of the Trustee.
17. Foreign Currency.
If the Principal Amount set forth on the face hereof is stated in a
Specified Currency other than U.S. dollars, the provisions of this
Section apply to this Security and supersede any inconsistent provision
hereof, and all payments of principal of and any premium and interest on
this Security will be made in such Specified Currency (or, if such
Specified Currency is not at the time of such payment legal tender for
the payment of public and private debts, in such other coin or currency
of the political entity which issued such Specified Currency as at the
time of such payment is legal tender for the payment of such debts).
Any such amounts paid by the Company will be converted by the Exchange
Rate Agent named on the face hereof to U.S. dollars, unless the Holder
hereof elects to receive such payments in such Specified Currency. Such
U.S. dollar amount will be based on the highest bid quotation in The
City of New York received by the Exchange Rate Agent at approximately
11:00 A.M., New York City time, on the second Business Day preceding the
applicable payment date from three recognized foreign exchange dealers
selected by the Exchange Rate Agent and approved by the Company for the
purchase by the quoting dealer of such Specified Currency for U.S.
dollars for settlement on such payment date in the aggregate amount of
such Specified Currency payable to all Holders of Securities then
scheduled to receive U.S. dollar payments and at which the applicable
dealer commits to execute a contract. If such bid quotations are not
available, payments will be made in such Specified Currency. All
currency exchange costs will be borne by the Holder hereof by deductions
from such payments.
The Holder hereof may elect to receive any payment or all payments of or
on this Security in the Specified Currency indicated on the face hereof
by transmitting a written request (by mail, hand delivery or facsimile
transmission) for such payment to the Paying Agent on or prior to the
Record Date or at least sixteen days prior to Maturity, as the case may
be. Such election will remain in effect until revoked by written notice
to the Paying Agent received on or prior to the relevant Record Date or
at least sixteen days prior to Maturity, as the case may be.
Principal of, and any premium and interest on, this Security paid in
U.S. dollars will be paid in the manner specified in Section 2 hereof.
Interest hereon paid in such Specified Currency will be paid by check
mailed to the registered address of the Holder entitled thereto. All
checks payable in a Specified Currency will be drawn on a bank office
located outside the United States. Payments hereof and hereon in
such Specified Currency at Maturity will be made in immediately
available funds to such account with a bank located in the country of
the Specified Currency as shall have been designated at least sixteen
days prior to Maturity by the Holder, provided that this Security is
presented to the Paying Agent in time for the Paying Agent to make
such payments in such funds in accordance with its normal procedures.
If a Specified Currency is not available for any payment due to the
imposition of exchange controls or other circumstances beyond the
control of the Company, the Company will be entitled to satisfy its
obligations to the Holder hereof by making such payment in U.S. dollars
on the basis of the Market Exchange Rate on the second Business Day
prior to such payment or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange
Rate.
The principal amount of any Security payable in a Specified Currency
other than U.S. dollars, for purposes of any consent, waiver, notice or
other action by Holders of Securities, shall be the amount thereof in
U.S. dollars on the basis of the Market Exchange Rate in effect on the
issue date therefor or the closest date prior to such issue date for
which the Market Exchange Rate is available.
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Option to Elect Repayment
The undersigned Holder hereof hereby irrevocably elects to receive
repayment as described in Section 6 above on __________ (an Optional
Redemption Date) as to U.S. $_______ (or ________ Specified Currency) of the
Principal Amount hereof ($1,000 minimum or Specified Currency equivalent set
forth on the face hereof and multiples thereof).
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Exact name of registered Holder
Signature guaranteed by
"eligible financial institution"
as defined in Rule 17Ad-15
under the Securities Exchange
Act of 1934, if applicable:
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