Exhibit 4.1
CUSIP NO.
REGISTERED NO. FLR PRINCIPAL AMOUNT:
---------------------
ALCO CAPITAL RESOURCE, INC.
MEDIUM-TERM NOTE, SERIES A
Due Nine Months or More from Date of Issue
(Floating Rate)
[INSERT IF THE SECURITY IS TO BE A GLOBAL SECURITY -- THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS
GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY
(OTHER THAN A TRANSFER OF THIS SECURITY 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 SUCH LIMITED
CIRCUMSTANCES.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS
SECURITY IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED
UNDER THE APPROXIMATE METHOD BELOW) WILL BE
COMPUTED SOLELY FOR PURPOSES OF APPLYING THE
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH ON
THE REVERSE HEREOF:
ISSUE PRICE:
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: Stated Maturity :
SPECIFIED CURRENCY: OPTION TO ELECT AUTHORIZED DENOMINATIONS
PAYMENT IN U.S.
DOLLARS (only
applicable if
Specified Currency is (if Specified Currency
other than U.S. is U.S. dollars):
dollars):
$1,000 and any integral
[_] Yes [_] No multiple of $1,000 in
excess thereof
INDEXED CURRENCY
(if Specified Currency
is other than U.S.
dollars):
CURRENCY DETERMINATION THIS SECURITY IS A:
AGENT:
[_] Global Security
[_] Certificated Security
(only applicable if
Specified Currency is
other than U.S. dollars)
INTEREST RESET PERIOD: INTEREST RESET DATES: INTEREST DETERMINATION
DATES:
CALCULATION DATES: ACCRUED INTEREST
FACTOR:
INTEREST PAYMENT PERIOD: INTEREST PAYMENT DATES:
INDEX MATURITY: SPREAD (plus or minus): SPREAD MULTIPLIER:
MAXIMUM RATE: MINIMUM RATE:
CALCULATION AGENT: BASE RATE: (check one)
[_] Commercial Paper Rate
[_] Federal Funds Rate
[_] CD Rate
[_] 11th District Cost of
Funds Rate
[_] Kenny Rate
[_] LIBOR
-2-
EXCHANGE RATE AGENT: [_] LIBOR REUTERS
[_] LIBOR TELERATE
[_] Prime Rate
[_] Treasury Rate
[_] CMT Rate
[_] Other _____________
(see attached)
OPTIONAL REDEMPTION: INITIAL REDEMPTION REDEMPTION PRICES(S):
[_] Yes [_] No DATE: Initially ___% of
Principal Amount and
declining by ___% of
the Principal Amount on
each anniversary of the
Initial Redemption Date
until the Redemption
Price is 100% of the
Principal Amount
OPTION TO ELECT REPAYMENT: OPTIONAL REPAYMENT OPTIONAL REPAYMENT
[_] Yes [_] No DATE(S): PRICE(S):
REPAYMENT PROVISIONS:
EXTENDIBLE MATURITY NOTE: AMORTIZING NOTE: DISCOUNTED SECURITY:
[_] Yes [_] No
DEPOSITARY: OTHER PROVISIONS:
If this Security was issued with "original issue discount" for purposes of
Section 1273 of the Internal Revenue Code of 1986, as amended, the following
shall be completed:
ORIGINAL ISSUE DISCOUNT TOTAL AMOUNT OF OID: ISSUE PRICE (expressed as
SECURITY: a percentage of aggregate
principal amount):
[_] Yes [_] No
YIELD TO MATURITY: INITIAL ACCRUAL PERIOD METHOD USED TO DETERMINE
OID: YIELD FOR INITIAL ACCRUAL
PERIOD:
[_] Appropriate [_] Exact
-3-
ALCO CAPITAL RESOURCE, INC., a corporation duly authorized and existing
under the laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to _____________________________________
_________________________________________________, or registered assigns, the
principal sum of ______________________________________________________________
_______ on the Stated Maturity shown above, and to pay interest thereon from
and including the Original Issue Date shown above or from and including the last
date in respect of which interest has been paid, as the case may be, to, but
excluding the next succeeding Interest Payment Date; provided, however, that if
this Note has a daily or weekly Interest Reset Period, as shown above, such
interest will be paid from and including the Original Issue Date shown above or
from and including the last date in respect of which interest has been paid, as
the case may be, to and including the regular record date immediately preceding
the applicable Interest Payment Date, except that at maturity the interest
payments will include accrued interest from and including the Original Issue
Date, or from and including the last date in respect of which interest has been
paid, as the case may be, to but excluding the Stated Maturity. Interest will
be paid on the Interest Payment Dates shown above, commencing with the first
such Interest Payment Date next succeeding the Original Issue Date shown above
(except as provided below), at the rate per annum determined in accordance with
the provisions on the reverse hereof, depending on the Base Rate specified above
and the Spread, if any, or Spread Multiplier, if any, until the principal hereof
is paid or made available for payment, and interest shall accrue on any overdue
principal and on any overdue installment of interest (to the extent that the
payment of such interest shall be legally enforceable) at the rate per annum in
effect at the time such principal or installment of interest, as the case may
be, was due and payable. The interest so payable and punctually paid or duly
provided for on an Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Note (or one or predecessors Notes) is
registered at the close of business on the regular record rate for such
interest, which shall be the fifteenth day (whether or not a Business Day, as
defined) next preceding such Interest Payment Date; provided, however, that
interest payable at the Stated Maturity or upon earlier redemption or repayment
will be payable to the Person to whom principal shall be payable. Payments of
principal and interest on Notes for which payments of principal and interest are
made in equal installments over the life of the security ("Amortizing Notes"),
will be made either quarterly on each March 15, June 15, September 15 and
December 15 or semiannually on each June 15 and December 15 as set forth in the
applicable Pricing Supplement, and at maturity or upon earlier redemption or
repayment. If this Note was originally issued between a regular record date and
an Interest Payment Date, the first payment of interest on this Note will be
made on the Interest Payment Date following the next succeeding regular record
date to the registered owner of this Note on such next succeeding regular record
date. Any interest not punctually paid or duly provided for shall be payable as
provided in the Indenture.
If this Note is denominated in a Specified Currency other than U. S.
dollars, then the Holder may, by delivery of a written request to the Paying
Agent at its principal office on or prior to the applicable record date or at
least 15 days prior to the Stated Maturity, as the case may be, elect to receive
all such payments in U.S. dollars. Such election will remain in effect until
revoked by written notice received by the Paying Agent not later than on or
prior to the applicable record date or at least 15 days prior to the Stated
Maturity, as the case may be (but no such revocation may be made with respect to
payments made on this Note if an Event of Default has occurred with respect
thereto or upon the giving of a notice of redemption). In addition, if bid
quotations for U.S. dollars of the type specified on the reverse side hereof are
not available, the Currency Determination Agent will be unable to exchange the
Specified Currency for U.S. dollars and payments of principal and interest will
be made in the Specified Currency. If the Specified Currency is unavailable due
to the imposition of exchange controls or to other circumstances beyond the
Company's control, payments will be made in U.S. dollars as described on the
reverse side hereof.
-4-
Payments in U.S. dollars of interest on this Note (other than interest
payable at the Stated Maturity or upon earlier redemption or repayment) will be
made by mailing a check to the Holder at the address of the Holder appearing in
the security register on the applicable record date. Principal and interest
payable in U.S. dollars at the Stated Maturity or upon earlier redemption or
repayment in respect of this Note will be paid in immediately available funds
upon surrender of this Note at the principal office of the Paying Agent in
Atlanta, Georgia, in either case, accompanied by wire transfer instructions.
Payments in a Specified Currency other than U.S. dollars of interest and
principal on this Note will be made by wire transfer to an account with a bank
located in the country issuing the Specified Currency (or with respect to Notes
denominated in European Currency Units, or "ECUs," Brussels), as shall have been
designated by filing the appropriate information with the Trustee at its
Corporate Trust Office at least 15 days prior to the Interest Payment Date or
Stated Maturity, as the case may be, by the Holder, provided that, in the case
of payment of principal of (and premium, if any) and any interest due at the
Stated Maturity, the Note 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.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an Authenticating
Agent, by manual signature of an authorized signatory, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
-5-
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under is corporate seal.
Dated: ALCO CAPITAL RESOURCE, INC.
Corporate Seal By: _________________________________________
Title
ATTEST:
By: _________________________________________
Trustee's Certificate of Authentication
This is one of the Securities of the
series described herein and referred
to in the within-mentioned Indenture.
NationsBank of Georgia, National Association,
As Trustee
By______________________________
Authorized Signatory
-6-
[REVERSE SIDE OF SECURITIES]
ALCO CAPITAL RESOURCE, INC.
MEDIUM-TERM NOTE, SERIES A
(Floating Rate)
Section 1. General. This Note is one of a duly authorized issue of
-------
debentures, notes, bonds or other evidences of indebtedness of the Company
(herein called the "Securities"), of the series hereinafter specified, all
issued or to be issued under and pursuant to an indenture, dated as of June 15,
1994, between the Company and NationsBank of Georgia, National Association, as
Trustee (the "Indenture"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Notes. The Securities may be issued in one or
more series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest, if any, at different
rates, may be subject to different redemption provisions, if any, may be subject
to different sinking, purchase or analogous funds, if any, and may otherwise
vary as in the Indenture provided. This Note is one of a series designated as
"Medium-Term Notes, Series A" of the Company, limited in aggregate principal
amount to U.S. $500,000,000, or its equivalent at the time of issue in foreign
currencies or currency units, or in such lesser amount as may be reduced by the
sale of Securities of another series. References herein to "Notes" shall mean
the Notes of said Series A.
Section 2. Payments. (a) Interest on this Note will be payable
--------
monthly, quarterly, semiannually or annually (the "Interest Payment Period") as
shown on the face hereof. Except as provided below or on the face hereof, the
date or dates on which interest will be payable (each an "Interest Payment
Date") will be, (i) if this Note has a daily, weekly or monthly Interest Reset
Date, the third Wednesday of each month or on the third Wednesday of March,
June, September and December of each year; (ii) if this Note has a quarterly
Interest Reset Date, the third Wednesday of March, June, September and December
of each year; (iii) if this Note has a semiannual Interest Reset Date, the third
Wednesday of each of the two months of each year specified on the face hereof;
and (iv) if this Note has an annual Interest Reset Date, the third Wednesday of
one month of each year specified on the face hereof. Unless otherwise specified
on the face hereof, if any Interest Reset Date for this Note would otherwise be
a day that is not a Business Day, such Interest Payment Date shall be postponed
to the next day that is a Business Day except that, if the Base Rate indicated
on the face of this Note is LIBOR and if such Business Day is in the next
succeeding calendar month, such Interest Payment Date shall be the immediately
preceding Business Day.
The rate of interest on this Note will be reset daily, weekly,
monthly, quarterly, semiannually or annually (an "Interest Reset Date"), as
specified on the face hereof. Unless otherwise specified on the face hereof,
the Interest Reset Date will be, if the rate of interest on this Note resets
daily, each Business Day; if the rate of interest on this Note (other than
Treasury Rate Notes) resets weekly, Wednesday of each week; in the case of the
Treasury Rate Notes that reset weekly, Tuesday of each week (except as provided
below); if the rate of interest on this Note resets monthly, the third Wednesday
of each month (with the exception of monthly reset 11th District Cost of Funds
Rate Notes, which will reset on the first calendar day of the month); if the
rate of interest on this Note resets quarterly, the third Wednesday of March,
June, September and December; if the rate of interest on this Note resets
semiannually, the third Wednesday of each of the two months of each year
specified on the face hereof; and if the rate of interest on this Note resets
annually, the third Wednesday of the month of each year specified on the face
hereof. If any Interest Reset Date for this Note would otherwise be a day that
is not a Business Day, such Interest Reset Date shall be postponed
to the next succeeding Business Day, except that if the Base Rate indicated on
the face of this Note is LIBOR and such Business Day is in the next succeeding
calendar month, such Interest Reset Date shall be the next preceding Business
Day. If the Base Rate indicated on the face of this Note is the Treasury Rate
and if an auction of Treasury bills (as hereinafter defined) falls on a day that
is an Interest Reset Date for this Note, the Interest Reset Date shall be the
following day that is a Business Day.
As used herein, "Business Day", means any Monday, Tuesday, Wednesday,
Thursday or Friday, that in the Place of Payment is not a day on which banking
institutions are authorized or obligated by law or executive order to close and,
with respect to Notes as to which LIBOR is an applicable Base Rate, is also a
London Business Day. As used herein, "London Business Day" means any day (a) on
which dealings in deposits in the Specified Currency are transacted in the
London interbank market, (b) if the Designated LIBOR Currency is other than the
ECU, on which dealings in deposits in such Designated LIBOR Currency are
transacted in the London interbank market or (c) if the Designated LIBOR
Currency is the ECU, that is not designated as an ECU Non-Settlement Day by the
ECU Banking Association in Paris or otherwise generally regarded in the ECU
interbank market as a day on which payments on ECUs shall not be made.
(b) If this Note is denominated in other than U.S. dollars and if the
Holder has made the election described in paragraph (c) below, payment in
respect of this Note shall be made in U.S. dollars based on the highest
indicated bid quotation for the purchase of U.S. dollars for the Specified
Currency obtained by the Currency Determination Agent at approximately 11:00
A.M., New York City time, on the Second Business Day next preceding the
applicable payment date (the "Conversion Date") from the bank composite or
multi-contributor pages of the Quoting Source for three (or two if three are not
available) major banks in The City of New York. The first three (or two) such
banks selected by the Currency Determination Agent which are offering quotes on
the Quoting Source will be used. If fewer than two such bid quotations are
available at 11:00 A.M., New York City time, on the second Business Day next
preceding the applicable payment date, such payment will be based on the noon
buying rate in the City of New York for cable transfers for such Specified
Currency as certified for customs purposes by the Federal Reserve Bank of New
York (the "Market Exchange Rate") as of the second Business Day next preceding
the applicable payment date. If the Market Exchange Rate for such date is not
then available, such payment will be made in the Specified Currency, unless such
Specified Currency is unavailable due to the imposition of exchange controls or
to other circumstances beyond the Company's control, in which case payment will
be made as described in paragraph (d) below. As used herein, the "Quoting
Source" means Reuters Monitor Foreign Exchange Service, or if the Currency
Determination Agent determines that such service is not available, Telerate
Monitor Foreign Exchange Service, or if the Currency Determination Agent
determines that neither service is available, such comparable display or other
comparable manner of obtaining quotations as shall be agreed between the Company
and the Currency Determination Agent. All currency exchange costs associated
with any payment in U.S. dollars on this Note shall be borne by the Holder
hereof by deductions from such payments.
(c) If this Note is denominated in other than U.S. dollars, the
Holder of this Note may elect to receive all such payments in U.S. dollars as
described in paragraph (b) above by delivery of a written request to the Paying
Agent at its principal office, which must be received by the Paying Agent on or
prior to the applicable record date or at least 15 calendar days prior to the
Stated Maturity, as the case may be. Such election shall remain in effect
unless and until revoked by written notice to the Paying Agent, but the Paying
Agent must receive written notice of any such revocation on or prior to the
applicable record date or at least 15 calendar days prior to the Stated
Maturity, as the case may be (but no such revocation may be made with respect to
payments made on this Note if an Event of Default has occurred with respect
hereto or upon the giving of a notice of redemption). In the absence
-2-
of manifest error, all determinations by the Currency Determination Agent shall
be final and binding on the Company and the Holder of this Note.
(d) If payment of this Note is required to be made in a Specified
Currency (e.g. ECUs) other than U.S. dollars and on a payment date with respect
to this Note such currency is unavailable, in the good faith judgment of the
Company, due to the imposition of exchange controls or other circumstances
beyond the Company's control, than all payments in respect of this Note shall be
made in U.S. dollars until such currency unit is again available. Any payment
made under such circumstances in U.S. dollars where the required payment is in a
Specified Currency other than U.S. dollars will not constitute an Event of
Default under the Indenture. The amount of each payment of U.S. dollars shall
be computed on the basis of the equivalent of the currency unit in U.S. dollars,
which shall be determined by the Currency Determination Agent on the following
basis. The component currencies of the currency unit for this purpose (the
"Component Currencies") shall be the currency amounts that were components of
the currency unit as of the Conversion Date. The equivalent of the currency
unit in U.S. dollars shall be calculated by aggregating the U.S. dollar
equivalents of the Component Currencies. The U.S. dollar equivalent of each of
the Component Currencies shall be determined by the Currency Determination Agent
on the basis of the Market Exchange Rate for each such Component Currency as of
the Conversion Date.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of that currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
All determinations referred to above made by the Currency
Determination Agent shall be at its sole discretion (except to the extent
expressly provided herein or on the face hereof that any determination is
subject to approval by the Company) and, in the absence of manifest error, shall
be conclusive for all purposes and binding on the Holder of this Note and the
Company, and the Currency Determination Agent shall have no liability therefor.
(e) Interest payments on each Interest Payment Date for this Note
(except if the rate of interest on this Note resets daily or weekly) will
include accrued interest from and including the Original Issue Date or from and
including the last date in respect of which interest has been paid or duly
provided for, as the case may be, to, but excluding, such Interest Payment Date
or Stated Maturity. If the rate of interest on this Note resets daily or
weekly, interest payments will include accrued interest from and including the
Original Issue Date or from and including the last date in respect of which
interest has been paid, as the case may be, to and including the regular record
date immediately preceding the applicable Interest Payment Date, except that at
the Stated Maturity the interest payments will include accrued interest from and
including the Issue Date, or from and including the last day in respect of which
interest has been paid, as the case may be, to, but excluding, the Stated
Maturity.
Accrued interest shall be calculated by multiplying the principal
amount of this Note by an accrued interest factor. Such accrued interest factor
will be computed by adding the interest factors calculated for each day in the
period for which accrued interest is being calculated. Unless otherwise set
forth on the face hereof, the interest factor (rounded upward, if necessary, to
the next higher one hundred-thousandth of a percent) for each such day is
computed by dividing the interest rate applicable
-3-
to such day by 360, if the Base Rate indicated on the face hereof is the
Commercial Paper Rate, the Federal Funds Rate, the CD Rate, the Prime Rate, the
11th District Cost of Funds Rate or LIBOR or by the actual number of days in the
year, if the Base Rate indicated on the face hereof is the Treasury Rate or the
CMT Rate, or by 365 days if the Base Rate on the face hereof is the Kenny Rate.
The interest rate applicable to any date that is an Interest Reset Date is the
interest rate for such Interest Reset Date. The interest rate applicable to any
other day is the interest rate for the immediately preceding Interest Reset Date
(or, if none, the Initial Interest Rate, as described below). Notwithstanding
the foregoing, the interest rate hereon shall not be greater than the Maximum
Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on
the face hereof. In addition, the interest rate hereon shall in no event be
higher than the maximum interest rate permitted by New York law as the same may
be modified by United States law of general application.
(f) The interest rate in effect with respect to this Note from the
Issue Date to the first Interest Reset Date (the "Initial Interest Rate") will
be specified on the face hereof. The interest rate for each subsequent Interest
Reset Date will be determined by the Calculation Agent as follows:
Determination of Commercial Paper Rate. If the Base Rate is the
--------------------------------------
Commercial Paper Rate as indicated on the face hereof, the "Commercial
Paper Rate" for each Interest Reset Date will be determined by the
Calculation Agent as of the second Business Day prior to such Interest
Reset Date (a "Commercial Paper Interest Determination Date") and shall be
the Money Market Yield (as defined below) on such date of the rate for
commercial paper having the Index Maturity as indicated on the face hereof,
as such rate shall be published by the Board of Governors of the Federal
Reserve System in "Statistical Release H.15(519), Selected Interest Rates",
or any successor publication ("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 (as defined below), then the
Commercial Paper Rate shall be the Money Market Yield on such Commercial
Paper Interest Determination Date of the rate for commercial paper of the
specified Index Maturity as published by the Federal Reserve Bank of New
York in its daily statistical release "Composite 3:30 P.M. Quotations for
U.S. Government Securities" ("Composite Quotations") under the heading
"Commercial Paper." If by 3:30 P.M, New York City time, on such
Calculation Date such rate is not yet published in Composite Quotations,
then the Commercial Paper Rate for such Commercial Paper Interest
Determination Date shall be the Money Market Yield of the arithmetic mean
of the offered rates as of 11:00 A.M., New York City time, on such
Commercial Paper Interest Determination Date of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent
for commercial paper of the specified Index Maturity, placed for an
industrial issuer whose bond rating is "AA", or the equivalent, from a
nationally recognized securities rating agency; provided, however, that if
the dealers selected as aforesaid by the Calculation Agent are not quoting
offered rates as mentioned in this sentence, the Commercial Paper Rate with
respect to such Commercial Paper Interest Determination Date will be the
Commercial Paper Rate in effect on such Commercial Paper 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 applicable 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.
-4-
The Calculation Date pertaining to a Commercial Paper Interest
Determination Date shall be the earlier of (i) the tenth calendar day after
such Commercial Paper Interest Determination Date or, if such day is not a
Business Day, the next succeeding Business Day, or (ii) the Business Day
preceding the applicable Interest Payment Date or Maturity Date, as the
case may be.
The interest rate for each such Interest Reset Date shall be the
Commercial Paper Rate applicable to such Interest Reset Date plus or minus
the Spread and/or multiplied by the Spread Multiplier, as indicated on the
face hereof; however, the interest rate in effect for the period from the
Original Issue Date to the first Interest Reset Date will be the Initial
Interest Rate and the interest rate in effect for the 10 days immediately
prior to the Maturity Date or earlier redemption or repayment will be that
in effect on the tenth day preceding such Maturity Date or earlier
redemption or repayment. If an Interest Reset Date would otherwise be a
day that is not a Business Day, the Interest Reset Date shall be postponed
to the next day that is a Business Day.
Determination of Federal Funds Rate. If the Base Rate is the Federal
------------------------------------
Funds Rate as indicated on the face hereof, the "Federal Funds Rate" means,
with respect to any Federal Funds Interest Determination Date, the rate on
such date for Federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)," or, if not so published by 9:00 A.M., New York
City time, on the Calculation Date pertaining to such Federal Funds
Interest Determination Date, the Federal Funds Rate will be the rate on
such Federal Funds Interest Determination Date as published in the
Composite Quotations under the heading "Federal Funds/Effective Rate." If
such rate is not yet published in either H.15(519) or the Composite
Quotations by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Federal Funds Interest Determination Date, the Federal
Funds Rate for such Federal Funds Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean of the
rates for the last transaction in overnight Federal funds, as of 9:00 A.M.,
New York City time, on such Federal Funds Interest Determination Date,
arranged by three leading brokers of Federal funds transactions in The City
of New York selected by the Calculation Agent; provided, however, that if
the brokers selected as aforesaid by the Calculation Agent are not quoting
as set forth above, the Federal Funds Rate with respect to such Federal
Funds Interest Determination Date will be the Federal Funds Rate in effect
on such Federal Funds Interest Determination Date.
The Federal Funds Interest Determination Date shall be the second
Business Day prior to such Interest Reset Date. The Calculation Date
pertaining to a Federal Funds Interest Determination Date shall be the
earlier of (i) the tenth calendar day after such Federal Funds Interest
Determination Date or, if such day is not a Business Day, the next
succeeding Business Day, or (ii) the Business Day preceding the applicable
Interest Payment Date or Maturity Date, as the case may be.
The interest rate for each such Interest Reset Date shall be the
Federal Funds Rate plus or minus the Spread and/or multiplied by the Spread
Multiplier as indicated on the face hereof; provided, however, the interest
rate in effect for the period from the Issue Date to the first Interest
Reset Date will be the Initial Interest Rate and the interest rate in
effect for the 10 days immediately prior to the Maturity Date or earlier
redemption or repayment will be that in effect on the tenth day preceding
such Maturity Date or earlier redemption or repayment. If an Interest
Reset Date would otherwise be a day that is not a Business Day, the
Interest Reset Date shall be postponed to the next day that is a Business
Day.
-5-
Determination of CD Rate. If the Base Rate is the CD Rate as
-------------------------
indicated on the face hereof, the "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 as designated on the face
hereof as published in H.15(519) under the heading "CDs (Secondary
Market)," or, if not so published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such CD Rate Interest Determination Date,
the CD Rate will be the rate on such CD Rate Interest Determination Date
for negotiable certificates of deposit of the Index Maturity designated on
the face hereof as published by the Federal Reserve Bank of New York in the
Composite Quotations under the heading "Certificates of Deposit." If such
rate is not yet published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such CD Rate Interest Determination Date,
the CD Rate for such CD Rate Interest Determination Date will be calculated
by the Calculation Agent and will be the arithmetic mean of the secondary
market offered rates as of 10:00 A.M., New York City time, on such CD Rate
Interest Determination Date, for certificates of deposit in the
denomination of $5,000,000 with a remaining maturity closest to the Index
Maturity designated on the face hereof of three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in The City of New York
selected by the Calculation Agent for negotiable certificates of deposit of
major United States money center banks of the highest credit standing (in
the market for negotiable certificates of deposit); provided, however, that
if the dealers selected as aforesaid by the Calculation Agent are not
quoting as set forth above, the CD Rate with respect to such CD Rate
Interest Determination Date will be the CD Rate in effect on such CD Rate
Interest Determination Date.
The CD Rate Interest Determination Date shall be the second Business
Day prior to such Interest Reset Date. The Calculation Date pertaining to
a CD Rate Interest Determination Date shall be the earlier of (i) the tenth
calendar day after such CD Rate Interest Determination Date or, if such day
is not a Business Day, the next succeeding Business Day, or (ii) the
Business Day preceding the applicable Interest Payment Date or Maturity
Date, as the case may be.
The interest rate for each such Interest Reset Date shall be the CD
Rate plus or minus the Spread and/or multiplied by the Spread Multiplier as
indicated on the face hereof; provided, however, the interest rate in
effect for the period from the Issue Date to the first Interest Reset Date
will be the Initial Interest Rate and the interest rate in effect for the
10 days immediately prior to the Maturity Date or earlier redemption or
repayment will be that in effect on the tenth day preceding such Maturity
Date or earlier redemption or repayment. If an Interest Reset Date would
otherwise be a day that is not a Business Day, the Interest Reset Date
shall be postponed to the next day that is a Business Day.
Determination of 11th District Cost of Funds Rate. If the Base Rate
--------------------------------------------------
is the 11th District Cost of Funds Rate as indicated on the face hereof,
the "11th District Cost of Funds Rate" means, with respect to any 11th
District Interest Determination Date, the rate equal to the monthly
weighted average cost of funds for the calendar month preceding such 11th
District Interest Determination Date as set forth under the caption "11th
District" on Telerate Page 7058 as of 11:00 A.M., San Francisco time, on
such 11th District Interest Determination Date. If such rate does not
appear on Telerate Page 7058 on any related 11th District Interest
Determination Date, the 11th District Rate for such 11th District Cost of
Funds Interest Determination Date shall be the monthly weighted average
cost of funds paid by member institutions of the Eleventh Federal Home Loan
Bank District that was most recently announced (the "Index") by the Federal
Home Loan Bank of San Francisco (the "FHLB of San Francisco") as such cost
of funds for the calendar month preceding the date of such announcement.
If the FHLB of San Francisco fails to announce such rate for the calendar
month next preceding such
-6-
11th District Interest Determination Date, then the 11th District Cost of
Funds Rate for such 11th District Interest Determination Date will be the
11th District Cost of Funds Rate then in effect on such 11th District
Interest Determination Date.
The 11th District Interest Determination Date shall be the last
business day of the month immediately preceding such Interest Reset Date on
which the FHLB of San Francisco publishes the Index. The Calculation Date
pertaining to an 11th District Interest Determination Date shall be the
earlier of (i) the tenth calendar day after such 11th District Interest
Determination Date or, if such day is not a Business Day, the next
succeeding Business Day, or (ii) the Business Day preceding the applicable
Interest Payment Date or Maturity Date, as the case may be.
The interest rate for each such Interest Reset Date shall be the 11th
District Cost of Funds Rate plus or minus the Spread and/or multiplied by
the Spread Multiplier as indicated on the face hereof; provided, however,
the interest rate in effect for the period from the Issue Date to the first
Interest Reset Date will be the Initial Interest Rate and the interest rate
in effect for the 10 days immediately prior to the Maturity Date or earlier
redemption or repayment will be that in effect on the tenth day preceding
such Maturity Date or earlier redemption or repayment. If an Interest
Reset Date would otherwise be a day that is not a Business Day, the
Interest Reset Date shall be postponed to the next day that is a Business
Day.
Determination of Kenny Rate. If the Base Rate is the Kenny Rate as
----------------------------
indicated on the face hereof, the "Kenny Rate" means, with respect to any
Kenny Rate Interest Determination Date, the high grade weekly index (the
"Weekly Index") on such date made available by Kenny Information Systems
("Kenny") to the Calculation Agent. The Weekly Index is, and shall be,
based upon 30 day yield evaluations at par of bonds, the interest on which
is exempt from Federal income taxation under the Internal Revenue Code of
1986, as amended, of not less than five high grade component issuers
selected by Kenny which shall include, without limitation, issuers of
general obligation bonds. The specific issuers included among the
component issuers may be changed from time to me by Kenny in its
discretion. The bonds on which the Weekly Index is based shall not include
any bonds on which the interest is subject to a minimum tax or similar tax
under the Internal Revenue Code of 1986, as amended, unless all tax-exempt
bonds are subject to such tax. In the event Kenny ceases to make available
such Weekly Index, a successor indexing agent will be selected by the
Calculation Agent, such index to reflect the prevailing rate for bonds
rated in the highest short-term rating category by Moody's Investors
Service, Inc. and Standard & Poor's Corporation in respect of issuers most
closely resembling the high grade component issuers selected by Kenny for
its Weekly Index, the interest on which is (A) variable on a weekly basis,
(B) exempt from Federal income taxation under the Internal Revenue Code of
1986, as amended, and (c) not subject to a minimum tax or similar tax under
the Internal Revenue Code of 1986, as amended, unless all tax-exempt bonds
are subject to such tax. If such successor indexing agent is not
available, the rate for any Kenny Rate Interest Determination Date shall be
67% of the rate determined if the Treasury Rate option had been originally
selected.
The Kenny Rate Interest Determination Date shall be the second
Business Day prior to such Interest Reset Date. The Calculation Date
pertaining to a Kenny Rate Interest Determination Date shall be the earlier
of (i) the tenth calendar day after such Kenny Rate Interest Determination
Date or, if such day is not a Business Day, the next succeeding Business
Day, or (ii) the Business Day preceding the applicable Interest Payment
Date or Maturity Date, as the case may be.
-7-
The interest rate for each such Interest Reset Date shall be the Kenny
Rate plus or minus the Spread and/or multiplied by the Spread Multiplier as
indicated on the face hereof; provided, however, the interest rate in
effect for the period from the Issue Date to the first Interest Reset Date
will be the Initial Interest Rate and the interest rate in effect for the
10 days immediately prior to the Maturity Date or earlier redemption or
repayment will be that in effect on the tenth day preceding such Maturity
Date or earlier redemption or repayment. If an Interest Reset Date would
otherwise be a day that is not a Business Day, the Interest Reset Date
shall be postponed to the next day that is a Business Day.
Determination of LIBOR. If the Base Rate is LIBOR as indicated on the
-----------------------
face hereof, "LIBOR" for each such Interest Reset Date will be determined
as follows:
(i) On the second London Business Day prior to the Interest Reset
Date (a "LIBOR Interest Determination Date") relating to a LIBOR
Note, either, as specified on the face hereof: (a) if "LIBOR
Reuters" is specified on the face hereof, the arithmetic mean of
the offered rates for deposits in the Designated LIBOR Currency
having the Index Maturity specified on the face hereof,
commencing on the second London Business Day immediately
following the LIBOR Interest Determination Date, which appear on
the Reuters Screen LIBO Page as of 11:00 A.M., London time, on
the LIBOR Interest Determination Date, if at least two such
offered rates appear on the Reuters Screen LIBO Page ("LIBOR
Reuters"), or (b) if "LIBOR Telerate" is specified on the face
hereof, the rate for deposits in the Designated LIBOR Currency
having the Index Maturity specified on the face hereof,
commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date, that appears on
the Telerate Page 3750 as of 11:00 A.M., London time, on that
LIBOR Interest Determination Date ("LIBOR Telerate"). Unless
otherwise indicated on the face hereof, "Reuters Screen LIBO
Page" means the display designated as Page "LIBO" on the Reuters
Monitor Money Rate Service (or such other page as may replace the
LIBO page on that service for the purpose of displaying London
interbank offered rates of major banks). "Telerate Page 3750"
means the display designated as page "3750" on the Telerate
Service (or such other page as may replace the 3750 page on that
service or such other service or services as may be nominated by
the British Bankers' Association (the "Association") for the
purpose of displaying London interbank offered rates for U.S.
dollar deposits). In the case where (a) above applies, if fewer
than two offered rates appear on the Reuters Screen LIBO Page,
LIBOR in respect of that Interest Reset Date will be determined
as if the parties had specified the rate described in (ii) below
(unless the specified Reuters Screen LIBO Page by its terms
provides only for a single rate, in which case such single rate
shall be used), or, in the case where (b) above applies if no
rate appears on the Telerate Page 3750, as applicable, LIBOR in
respect of that Interest Reset Date will be determined as if the
parties had specified the rate described in (ii) below.
(ii) With respect to any LIBOR Interest Determination Date on which
this provision applies, the Calculation Agent will request the
principal London office of each of four major banks in the London
interbank market selected by the Calculation Agent to provide the
Calculation Agent with its offered rate quotation for deposits in
the Designated LIBOR Currency for the period of the Index
Maturity specified on the face hereof, commencing on the second
London Business Day immediately following such LIBOR Interest
Determination Date, to prime banks
-8-
in the London interbank market as of 11:00 A.M., London time, on
such LIBOR Interest Determination Date and in a principal amount
that is representative for a single transaction in such
Designated LIBOR Currency in such market at such time. If at
least two such quotations are provided, LIBOR for such LIBOR
Interest Determination Date will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR for
such Interest Determination Date will be the arithmetic means of
the rates quoted as of 11:00 A.M. in the applicable Principal
Financial Center, on such LIBOR Interest Determination Date by
three major banks in such Principal Financial Center selected by
the Calculation Agent for loans in the Designated LIBOR Currency
to leading banks having the specified Index Maturity designated
on the face hereof in a principal amount that is representative
for a single transaction in such Designated LIBOR Currency in
such market at such time; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, LIBOR determined on such LIBOR
Interest Determination Date will be LIBOR then in effect on such
LIBOR Interest Determination Date.
The Calculation Date pertaining to a LIBOR Interest Determination Date
shall be the earlier of (i) the tenth calendar day after the LIBOR Interest
Determination Date or, if such day is not a Business Day, the next succeeding
Business Day, or (ii) the Business Day preceding the applicable Interest Payment
Date or Maturity Date, as the case may be.
The interest rate for each such Interest Reset Date shall be LIBOR plus or
minus the Spread and/or multiplied by the Spread Multiplier as indicated on the
face hereof; provided, however, the interest rate in effect for the period from
the Issue Date to the first Interest Reset Date will be the Initial Interest
Rate and the interest rate in effect for the 10 days immediately prior to the
Maturity Date or earlier redemption or repayment will be that in effect on the
tenth day preceding such Maturity Date or earlier redemption or repayment. If
an Interest Reset Date would otherwise be a day that is not a Business Day, the
Interest Reset Date shall be postponed to the next day that is a Business Day,
except that, in the case of a LIBOR Note, if such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day.
"Designated LIBOR Currency" means, as with respect to any LIBOR Note, the
currency (including a composite currency), if any, designated on this Note and
the applicable Pricing Supplement as the Designated LIBOR Currency. If no such
currency is designated on this Note and the applicable Pricing Supplement, the
Designated LIBOR Currency shall be U.S. dollars.
"Principal Financial Center" means, as with respect to any LIBOR Note,
unless otherwise specified in this Note and the applicable Pricing Supplement,
the capital city of the country that issues as its legal tender the Designated
LIBOR Currency of this Note, except that with respect to U.S. dollars and ECUs,
the Principal Financial Center shall be the City of New York and Brussels,
respectively.
Determination of Prime Rate. If the Base Rate is the Prime Rate as
---------------------------
indicated on the face hereof, the "Prime Rate" means, with respect to any Prime
Rate Interest Determination Date, the rate set forth in H.15(519) for such date
opposite the caption "Bank Prime Loan." If such rate is not yet published by
9:00 A.M., New York City time, on the Calculation Date pertaining to such Prime
Rate Interest Determination Date, the Prime Rate will be calculated by the
Calculation Agent and will be the arithmetic mean of the rates of interest
publicly announced by each bank named on the Reuters Screen NYMF Page (as
defined below) as such bank's prime rate or base lending rate as in effect for
such Prime Rate Interest Determination Date as quoted on the Reuters Screen NYMF
Page on such Prime Rate Interest Determination Date, or, if fewer than four such
rates appear on the Reuters Screen NYMF
-9-
Page for such Prime Rate Interest Determination Date, the rate shall be the
arithmetic mean of the prime rates quoted on the basis of the actual number of
days in the year divided by 360 as of the close of business on such Prime Rate
Interest Determination Date by at least two of the three major money center
banks in The City of New York selected by the Calculation Agent from which
quotations are requested. If fewer than two quotations are provided, the Prime
Rate for such Prime Rate Interest Determination Date shall be calculated by the
Calculation Agent and shall be determined as the arithmetic mean on the basis of
the prime rates in The City of New York on such date by the appropriate number
of substitute banks or trust companies organized and doing business under the
laws of the United States, or any state thereof, in each case having total
equity capital of at least U.S. $500 million and being subject to supervision or
examination by federal or state authority, selected by the Calculation Agent to
quote such rate or rates; provided, however, that if the Prime Rate is not
published in H.15(519) and the banks or trust companies selected as aforesaid
are not quoting as mentioned in this sentence, the "Prime Rate" with respect to
such Prime Rate Interest Determination Date will be the interest rate otherwise
in effect on such Prime Rate Interest Determination Date. "Reuters Screen NYMF
Page" means the display designated as page "NYMF" on the Reuters Monitor Money
Rates Service (or such other page as may replace the page NYMF on that service
for the purpose of displaying prime rates or base lending rates of major United
States banks).
The Prime Rate Interest Determination Date shall be the Second Business Day
prior to such Interest Reset Date. The Calculation Date pertaining to a Prime
Rate Interest Determination Date shall be the earlier of (i) the tenth calendar
day after such Prime Rate Interest Determination Date or, if such day is not a
Business Day, the next succeeding Business Day, or (ii) the Business Day
preceding the applicable Interest Payment Date or Maturity Date, as the case may
be.
The interest rate for each such Interest Reset Date shall be the Prime Rate
plus or minus the Spread and/or multiplied by the Spread Multiplier as indicated
on the face hereof; provided, however, the interest rate in effect for the
period from the Issue Date to the first Interest Reset Date will be the Initial
Interest Rate and the interest rate in effect for the 10 days immediately prior
to the Maturity Date or earlier redemption or repayment will be that in effect
on the tenth day preceding such Maturity Date or earlier redemption or
repayment. If an Interest Reset Date would otherwise be a day that is not a
Business Day, the Interest Reset Date shall be postponed to the next day that is
a Business Day.
Determination of Treasury Rate. If the Base Rate is the Treasury Rate as
------------------------------
indicated on the face hereof, the "Treasury Rate" with respect to any Treasury
Rate Interest Determination Date shall be the rate for the most recent auction
of direct obligations of the United States ("Treasury bills") having the Index
Maturity specified on the Note representing this Treasury Rate Note as published
in H.15(519) under the heading "Treasury bills--auction average (investment)"
or, if not so published by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Treasury Rate Interest Determination Date, the auction
average rate (expressed as a bond equivalent, rounded upwards, if necessary, to
the next higher one hundred-thousandth of a percent, on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) as otherwise
announced by the United States Department of the Treasury. In the event that
the results of the auction of Treasury bills having the specified Index Maturity
are not made available by the Federal Reserve Board or published or reported as
provided above by 3:00 P.M., New York City time, on such Calculation Date or if
no such auction is held in a particular week, then the Treasury Rate shall be
calculated by the Calculation Agent and shall be a yield to maturity (expressed
as a bond equivalent, rounded upwards, if necessary, to the next higher one
hundred-thousandth of a percent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 P.M., New York City time,
on such Treasury Rate Interest Determination Date, of three leading primary
United States government securities dealers selected by the Calculation Agent
for the issue of Treasury bills with a remaining maturity closest to the
applicable Index Maturity; provided, however,
-10-
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Treasury Rate for such Treasury Rate
Interest Determination Date will be the Treasury Rate in effect on such date.
The Treasury Rate Interest Determination Date shall be the day of the week
in which such Interest Reset Date falls on which Treasury bills would usually be
auctioned. 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, as a result of a legal holiday, an auction is so held on the
preceding Friday, such Friday will be the Treasury Rate Interest Determination
Date pertaining to the Interest Reset Date commencing in the next succeeding
week. If an auction date shall fall on any Interest Reset Date for a Treasury
Rate Note, then such Interest Reset Date shall instead be the first Business Day
immediately following such auction date. The Calculation Date pertaining to a
Treasury Rate Interest Determination Date will be the earlier of (i) the tenth
calendar day after such Treasury Rate Interest Determination Date or, if such
day is not a Business Day, the next succeeding Business Day, or (ii) the
Business Day preceding the applicable Interest Payment Date or Maturity Date, as
the case may be.
The interest rate for each such Interest Reset Date shall be the Treasury
Rate plus or minus the Spread and/or multiplied by the spread Multiplier as
indicated on the face hereof; provided, however, the interest rate in effect for
the period from the Issue Date to the first Interest Reset Date will be the
Initial Interest Rate and the interest rate in effect for the 10 days
immediately prior to the Maturity Date or earlier redemption or repayment will
be that in effect on the tenth day preceding such Maturity Date or earlier
redemption or repayment. If an Interest Reset Date would otherwise be a day
that is not a Business Day, the Interest Reset Date shall be postponed to the
next day that is a Business Day.
Determination of CMT Rate. If the Base Rate is the CMT Rate as indicated
-------------------------
on the face hereof, the "CMT Rate" means, with respect to any CMT Interest
Determination Date, the rate displayed on the Designated CMT Telerate Page (as
defined below) under the caption "...Treasury Constant Maturities ... Federal
Reserve Board Release H.15 ... Mondays Approximately 3:45 P.M.," under the
column for the Designated CMT Maturity Index (as defined below) for (i) if the
Designated CMT Telerate Page is 7055, the rate on such CMT Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
week, or the month, as applicable, ended immediately preceding the week in which
the applicable CMT Interest Determination Date occurs. If such rate is no longer
displayed on the relevant page, or if not displayed by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such CMT Interest Determination
Date, then the CMT Rate for such CMT Interest Determination Date will be such
treasury constant maturity rate for the Designated CMT Maturity Index as
published in the relevant H. 15(519). If such rate is no longer published, or
if not published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such CMT Interest Determination Date, then the CMT Rate for such
CMT Interest Determination Date will be such treasury constant maturity rate for
the Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the CMT Interest Determination Date with
respect to such Interest Reset Date as may then be published by either the Board
of Governors of the Federal Reserve System or the United States Department of
the Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not provided by 3:00 P.M., New York
City time, on the Calculation Date pertaining to such CMT Interest Determination
Date, then the CMT Rate for the CMT Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to maturity, based on
the arithmetic mean of the secondary market closing offer side prices as of
approximately 3:30 P.M., New York City time, on the CMT Interest Determination
Date reported, according to their written records, by three leading primary
United States government securities dealers (each, a "Reference Dealer") in The
City of New York selected by the Calculation Agent (from five such
-11-
Reference Dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for the most
recently issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the Designated CMT
Maturity Index and a remaining term to maturity of not less than such Designated
CMT Maturity Index minus one year. If the Calculation Agent cannot obtain three
such Treasury Note quotations, the CMT Rate for such CMT Interest Determination
Date will be calculated by the Calculation Agent and will be a yield to maturity
based on the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 P.M., New York City time, on the CMT Interest Determination
Date of three Reference Dealers in The City of New York (from five such
Reference Dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for Treasury Notes
with an original maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in an amount of at least $100,000,000. If
three or four (and not five) of such Reference Dealers are quoting as described
above, then the CMT Rate will be based on the arithmetic mean of the offer
prices obtained and neither the highest nor the lowest of such quotes will be
eliminated; provided however, that if fewer than three Reference Dealers
selected by the Calculation Agent are quoting as described herein, the CMT Rate
will be the CMT Rate in effect on such CMT Interest Determination Date. If two
Treasury Notes with an original maturity as described in the third preceding
sentence, have remaining terms to maturity equally close to the Designated CMT
Maturity Index, the quotes for the CMT Rate Note with the shorter remaining term
to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page specified in the applicable Pricing Supplement (or any other
page as may replace such page on that service for the purpose of displaying
Treasury Constant Maturities as published in H.15(519)), for the purpose of
displaying Treasury Constant Maturities as published in H.15(519). If no such
page is specified in the applicable Pricing Supplement, the Designated CMT
Telerate Page shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the Treasury Notes (either one, two, three, five, seven, ten, twenty or thirty
years) specified in the applicable Pricing Supplement with respect to which the
CMT Rate will be calculated. If no such maturity is specified in the applicable
Pricing Supplement, the Designated CMT Maturity Index shall be two years.
The CMT Interest Determination Date shall be the Second Business Day prior
to such Interest Reset Date. The Calculation Date pertaining to a CMT Interest
Determination Date shall be the earlier of (i) the tenth calendar day after such
CMT Interest Determination Date or, if such day is not a Business Day, the next
succeeding Business Day, or (ii) the Business Day preceding the applicable
Interest Payment Date or Maturity Date, as the case may be.
The interest rate for each such Interest Reset Date shall be the CMT Rate
plus or minus the Spread and/or multiplied by the Spread Multiplier as indicated
on the face hereof; provided, however, the interest rate in effect for the
period from the Issue Date to the first Interest Reset Date will be the Initial
Interest Rate and the interest rate in effect for the 10 days immediately prior
to the Maturity Date or earlier redemption or repayment will be that in effect
on the tenth day preceding such Maturity Date or earlier redemption or
repayment. If an Interest Reset Date would otherwise be a day that is not a
Business Day, the Interest Reset Date shall be postponed to the next day that is
a Business Day.
-12-
The Trustee shall be the initial Calculation Agent. At the request of the
Holder hereof, the Calculation Agent will provide the interest rate then in
effect and, if determined, the interest rate which will become effective on the
next Interest Reset Date with respect to this Note.
All percentages resulting from any calculations under this Note will be
rounded, if necessary, to the nearest one hundred thousandth of a percentage
point (with five one-millionths of a percentage point being rounded upward), all
dollar amounts used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upward), and all currency or
currency unit amounts used in or resulting from any such calculation in respect
of the Notes will be rounded to the nearest one-hundredth of a unit (with five
one-thousandths being rounded upward).
(g) Until the Notes are paid or payment thereof is duly provided for, the
Company will, at all times, maintain a paying agent (the "Paying Agent") capable
of performing the duties described herein to be performed by the Paying Agent.
The Company has initially appointed the Trustee as the Paying Agent. The
Company will notify the Holders of such Notes, in accordance with the Indenture,
of any change in the Paying Agent or its address.
Section 3. Redemption. If so specified on the face hereof, the Company
----------
may at its option redeem this Note in whole or from time to time in part on or
after the date designated as the Initial Redemption Date on the face hereof at
prices declining from a premium specified on the face hereof, if any, to par
together with accrued interest to the date of redemption. The Company may
exercise such option by causing a notice of such redemption to be mailed to each
Holder by first class mail, postage prepaid, at least 30 but not more than 60
days prior to the date of redemption. In the event of redemption of this Note
in part only, a new Note or Notes for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the cancellation hereof. If less
than all of the Notes with like tenor and terms to this Note are to be redeemed,
the Notes to be redeemed shall be selected by the Trustee by such method as the
Trustee shall deem fair and appropriate.
Section 4. Repayment. If so specified on the face hereof, this Note will
---------
be repayable prior to the Stated Maturity at the option of the Holder on the
Optional Repayment Dates shown on the face hereof at a price equal to 100% of
the principal amount hereof or, if this Note is a Discounted Security (as
specified on the face hereof), at the applicable Optional Repayment Price shown
on the face hereof, together with accrued interest to the date of repayment.
Section 5. Sinking Fund. The Notes will not be subject to any Sinking
------------
Fund.
Section 6. Original Issue Discount Notes. Notwithstanding anything herein
-----------------------------
to the contrary, if this Note is an Original Issue Discount Note, the amount
payable in the event of redemption or repayment, or declaration of acceleration
following an Event of Default, prior to the Maturity Date hereof in lieu of the
principal amount due at the Maturity Date hereof shall be the Amortized Face
Amount of this Note as of the redemption date, the date of repayment, or the
date of declaration of acceleration, as the case may be. The "Amortized Face
Amount" of this Note shall be the amount equal to (a) the Issue Price (as set
forth on the face hereof) plus (b) that portion of the difference between the
Issue Price and the principal amount hereof that has accrued at the Yield to
Maturity (as set forth on the face hereof)(computed in accordance with generally
accepted United States bond yield computation principles) at the date as of
which the Amortized Face Amount is calculated but in no event shall the
Amortized Face Amount of this Note exceed its principal amount.
Section 7. Events of Default. In case an Event of Default, as defined in
-----------------
the Indenture, with respect to the Notes shall have occurred and be continuing,
the Trustee or Holders of at least 25% in principal amount of the Notes
outstanding may declare the principal amount of all the Notes, and upon
-13-
such declaration such principal amount of all the Notes, shall become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.
Section 8. Modifications and Waivers. The Indenture permits, with certain
-------------------------
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Notes of each series to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than 66 2/3%
in principal amount of the Notes at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting, with certain
exceptions as therein provided, the Holders of not less than a majority in
principal amount of the Notes of each series at the time Outstanding, on behalf
of the Holders of all Notes of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. 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.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the right of the Holder of this Note, which
is absolute and unconditional, to receive payment of the principal of (and
premium, if any) and interest on this Note at the times, places and rate, and in
the coin or currency, herein prescribed.
Section 9. Authorized Denominations. Notes are issuable in registered
------------------------
form without coupons in the minimum denomination of $1,000, or the equivalent
thereof in the Specified Currency, and in any larger amount that is an integral
multiple of $1,000. Notes may be exchanged by the Holder hereof without charge
except for any tax or other governmental charge imposed in connection therewith,
for a like aggregate principal amount of Notes of other authorized denominations
in the manner and subject to the limitations provided in the Indenture at the
office or agency to be maintained by the Company in The City of New York, New
York, or at such other location or locations as may be provided for in the
Indenture.
Section 10. Registration of Transfer. Upon due presentment for
------------------------
registration of transfer of this Note at the office or agency of the Company
maintained for such purpose, one or more new Notes of authorized denominations,
for an equal aggregate principal amount, will be issued to the transferee in
exchange therefor subject to the limitations provided in the Indenture, without
charge except for any tax or other governmental charge imposed in connection
therewith.
If this Note is a global Note (as specified on the face hereof), this Note
is exchangeable only if (w) the Depositary notifies the Company and the Trustee
in writing that it is unwilling or unable to continue as Depositary for this
global Note or if at any time 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 days, (x) the
Company in its sole discretion determines that this Note shall be exchangeable
for certificated Notes in registered form and delivers to the Trustee a written
order as described in the Indenture that this Note shall be so exchangeable, or
(y) there shall have occurred and be continuing an Event of Default or an event
which, with the lapse of time or the giving of notice, or both, would constitute
an Event of Default with respect to the global Notes represented hereby or (z)
there shall exist such other circumstances, if any, as specified for this
purpose as contemplated by Section 301 of the Indenture, provided that this
permanent global Note shall be surrendered by the Depositary, or such other
depositary as shall have been specified as provided in the Indenture, to the
Trustee, as the agent for such purpose, to be exchanged, in whole or in part,
for definitive Securities without charge, and the Trustee shall authenticate and
deliver, in
-14-
exchange for each portion of this permanent global Note, an equal aggregate
principal amount of definitive Securities, executed by the Company, of the same
series of authorized denominations and of like tenor as the portion of this
global Note to be exchanged, which shall be in the form of registered Securities
as provided in the Company's written order as described in the Indenture.
Every Security authenticated and delivered upon registration of transfer
of, or in exchange for or in lieu of, this global Note other than pursuant to
clauses (w), (x), (y) or (z) above, shall be authenticated and delivered in the
form of, and shall be, a Global Security. Except as provided above, owners of
beneficial interests in this permanent global Note will not be entitled to
receive physical delivery of Notes in certificated registered form and will not
be considered the Holders thereof for any purpose under the Indenture.
Section 11. Owners. Prior to due presentment for registration of transfer
------
of this Note, the Company, the Trustee, any Paying Agent and the Security
Registrar may deem and treat the registered Holder hereof as the absolute owner
of this Note (whether or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon), for the purpose of receiving
payment of, or on account of, the principal hereof, and, subject to the
provisions on the face hereof, interest hereon, and for all other purposes, and
neither the Company nor the Trustee nor any Paying Agent nor any Security
Registrar shall be affected by any notice to the contrary.
Section 12. Defeasance; Proceedings. The Indenture contains provisions,
-----------------------
which apply to this Note, for defeasance of (i) the entire indebtedness of this
Note and (ii) certain restrictive covenants, subject in either case to
compliance by the Company with conditions set forth in the Indenture.
As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes of this series, the Holders of not less than 10% in principal amount of
the Notes of this series at the time Outstanding shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not
have received from the Holders of a majority in principal amount of Notes of
this series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Note for the enforcement of
any payment of principal hereof or any premium or interest hereon on or after
the respective due dates expressed herein.
Section 13. Definitions. All terms used in this Note which are defined in
-----------
the Indenture shall have the meanings assigned to them therein.
Section 14. Governing Law. This Note shall be governed and construed in
-------------
accordance with the law of the State of New York.
-15-
OPTION TO ELECT REPAYMENT
The undersigned owner of this Note hereby irrevocably elects to have the
Company repay the principal amount of this Note or portion hereof below
designated at the Optional Repayment Price indicated on the face hereof.
Dated:_________________________ ____________________________________________
Signature
Sign exactly as name appears on the front of
this Security [SIGNATURE GUARANTEE -
required only if Securities are to be issued
and delivered to the other than the
registered holder]
Principal amount to be repaid, Fill in for registration of Securities if to
if amount to be repaid is less be issued otherwise than to the then
the principal amount of this registered holder:
Security (principal amount
remaining must be an authorized Name:___________________________________
denomination)
Address:________________________________
$______________________________ ________________________________
(Please print name and address
including zip code)
SOCIAL SECURITY OR OTHER TAXPAYER ID NUMBER
________________________________________
-16-
_______________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - ................Custodian...................
(Cust) (Minor)
Under Uniform Gifts to Minors Act
_________________________________
(State)
Additional abbreviations may also be used though not in the above list.
-------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
---------------------------
/ /
_______________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL
ZIP CODE OF ASSIGNEE
________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________ attorney to transfer said Note on the books of the
Company, with full power of substitution in the premises.
Dated: _________________________
Signature
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
-17-