Exhibit 4.2
[FORM OF FIXED RATE GLOBAL MEDIUM-TERM NOTE]
If the registered owner of this Note (as indicated below) is The
Depository Trust Company (the "Depositary") or a nominee of the Depositary, this
Security is a Global Note and the following legends apply:
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name 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.
THIS GLOBAL SECURITY MAY NOT 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 OR BY THE DEPOSITARY OR ANY
NOMINEE OF THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" and "INITIAL
--------------------- -------------------
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.
REGISTERED PRINCIPAL AMOUNT
No. FX CUSIP No. $
COLGATE-PALMOLIVE COMPANY
MEDIUM-TERM NOTE, SERIES C
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
OPTIONAL REPAYMENT DATE(S):
DAY COUNT CONVENTION
[ ] 30/360 FOR THE PERIOD FROM TO .
[ ] ACTUAL/360 FOR THE PERIOD FROM TO .
[ ] ACTUAL/ACTUAL FOR THE PERIOD FROM TO .
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT:
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
OTHER PROVISIONS:
2
COLGATE-PALMOLIVE COMPANY, a Delaware corporation ("Issuer" or the
"Company," which terms include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of
DOLLARS on the Stated Maturity Date specified above (except to the extent
redeemed or repaid prior to the Stated Maturity Date), and to pay interest
thereon at the Interest Rate per annum specified above, until the principal
hereof is paid or duly made available for payment. Reference herein to "this
Note", "hereof", "herein" and comparable terms shall include an Addendum hereto
if an Addendum is specified above.
The Company will pay interest on each Interest Payment Date specified
above, commencing on the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Stated Maturity Date or any
Redemption Date or Optional Repayment Date (as defined below) (the date of each
such Stated Maturity Date, Redemption Date and Optional Repayment Date and the
date on which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Indenture being referred to
hereinafter as a "Maturity" with respect to principal payable on such date);
provided, however, that if the Original Issue Date is between a Regular Record
Date (as defined below) and the next succeeding Interest Payment Date or on an
Interest Payment Date, interest payments will commence on the second Interest
Payment Date succeeding the Original Issue Date. Except as provided above,
interest payments will be made on the Interest Payment Dates shown above. Unless
otherwise specified above, the "Regular Record Date" shall be the date 15
calendar days (whether or not a Business Day) prior to the applicable Interest
Payment Date. Interest on this Note will accrue from and including the most
recent Interest Payment Date to which interest has been paid or duly provided
for or, if no interest has been paid, from and including the Original Issue Date
specified above, to, but excluding the related Interest Payment Date or
Maturity, as the case may be. If the Maturity or an Interest Payment Date falls
on a day which is not a Business Day as defined below, the payment due on such
Maturity or Interest Payment Date will be paid on the next succeeding Business
Day with the same force and effect as if made on such Maturity or Interest
Payment Date, as the case may be, and no interest shall accrue with respect to
such payment for the period from and after such Maturity or Interest Payment
Date. The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will as provided in the Indenture be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such Interest Payment Date.
Any such interest which is payable, but not punctually paid or duly provided for
on any Interest Payment Date (herein called "Defaulted Interest"), shall
forthwith cease to be payable to the registered Holder on such Regular Record
Date, and may be paid to
3
the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to the Holder of this Note not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner, all as more
fully provided in the Indenture.
Payment of the principal of, premium, if any, and interest on this Note
will be made at the Office or Agency of the Company maintained by the Company
for such purpose, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company, payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register; and provided, further, that AT
THE OPTION OF THE COMPANY, the Holder of this Note may be entitled to receive
payments of principal of, premium, if any, and interest on this Note by wire
transfer of immediately available funds if appropriate wire transfer
instructions have been received by the Trustee not less than 15 days prior to
the applicable payment date.
Unless the certificate of authentication hereon has been executed by or
on behalf of The Bank of New York, the Trustee for this Note under the
Indenture, or its successor thereunder, by the manual signature of one of its
authorized signatories, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized series of securities (hereinafter
called the "Securities") of the Company designated as its Medium-Term Notes,
Series C (the "Notes"). The Notes are issued and to be issued under an Indenture
dated as of November 15, 1992 (herein called the "Indenture") between the
Company and The Bank of New York, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights thereunder of the Company, the Trustee (as defined below) and the Holders
of the Notes and the terms upon which the Notes are to be authenticated and
delivered. The Bank of New York shall act as Trustee with respect to the Notes
(herein called the "Trustee", which term includes any successor Trustee with
respect to the Notes, under the Indenture). The terms of individual Notes may
vary with respect to interest rates or interest rate formulas, issue dates,
maturity, redemption, repayment, currency of payment and otherwise.
Except as otherwise provided in the Indenture, the Notes will be issued
in global form only, registered in the name of the Depositary or its nominee.
The Notes will not be issued in definitive form, except as otherwise provided in
the Indenture, and ownership of the Notes shall be maintained in book-entry form
by the Depositary for the accounts of participating organizations of the
Depositary.
4
This Note is not subject to any sinking fund and, unless otherwise
provided above in accordance with the provisions of the following paragraphs, is
not redeemable or repayable prior to the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Company on any
date on and after the Initial Redemption Date, if any, specified above. If no
Initial Redemption Date is set forth above, this Note may not be redeemed prior
to the Stated Maturity Date. On and after the Initial Redemption Date, if any,
this Note may be redeemed at any time in whole or from time to time in part in
increments of $1,000 (provided that any remaining principal hereof shall be at
least $1,000) at the option of the Company at the applicable Redemption Price
(as defined below), together with accrued interest hereon at the applicable rate
payable to the date of redemption (each such date, a "Redemption Date"), on
written notice given not more than 60 nor less than 30 days prior to the
Redemption Date. In the event of redemption of this Note in part only, a new
Note for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof. In the event of redemption of this Note in
part only, a new Note for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall
initially be the Initial Redemption Percentage, specified above, of the
principal amount of this Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date, shown above, by the Annual
Redemption Percentage Reduction, if any, specified above, of the principal
amount to be redeemed until the Redemption Price is 100% of such principal
amount.
This Note may be subject to repayment at the option of the Holder on
any Optional Repayment Date(s), if any, indicated above. If no Optional
Repayment Date(s) are set forth above, this Note may not be so repaid at the
option of the Holder hereof prior to the Stated Maturity Date. On any Optional
Repayment Date, this Note shall be repayable in whole or in part in increments
of $1,000 (provided that any remaining principal hereof shall be at least
$1,000) at the option of the Holder hereof at a repayment price equal to 100% of
the principal amount to be repaid, together with interest thereon payable to the
relevant Optional Repayment Date. For this Note to be repaid in whole or in part
at the option of the Holder hereof, this Note must be received, with the form
entitled "Option to Elect Repayment" below duly completed, by the Trustee at its
Corporate Trust Office, or such address which the Company shall from time to
time notify the Holders of the Notes, not more than 60 nor less than 30 days
prior to the related Optional Repayment Date. Exercise of such repayment option
by the Holder hereof shall be irrevocable. In the event of repayment of this
Note in part only, a new Note for the unrepaid portion hereof shall be issued in
the name of the Holder hereof upon the surrender hereof.
5
Interest payments for this Note shall be computed and paid on the basis
of a 360-day year of twelve 30-day months if the Day Count Convention specified
above is "30/360" for the period specified thereunder, on the basis of the
actual number of days in the related month and a 360-day year if the Day Count
Convention specified above is "Actual/360" for the period specified thereunder
or on the basis of the actual number of days in the related year and month if
the Day Count Convention specified above is "Actual/Actual" for the period
specified thereunder.
As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banks in The City of
New York are generally authorized or obligated by law or executive order to
close.
Any provision contained herein with respect to the calculation of the
rate of interest applicable to this Note, its payment dates or any other matter
relating hereto may be modified as specified in an Addendum relating hereto if
so specified above.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
adversely affected thereby at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of each series adversely affected thereby. The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. 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 herefor 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 obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the time, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
6
registered on the Security Register of the Company, upon surrender of this Note
for registration of transfer at the office or agency of the Company in the
Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or by its attorney duly
authorized in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
7
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its corporate
seal to be imprinted hereon.
[FACSIMILE OF SEAL] COLGATE-PALMOLIVE COMPANY
By:
--------------------------
Name:
Title:
Attest:
By:
--------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.
The Bank of New York,
as Trustee
By: Dated:
--------------------------- ----------------------
Authorized Signatory
8
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to the principal amount hereof together with interest to
the repayment date, to the undersigned, at
--------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office, or at such other place or places of which the Company shall from
time to time notify the Holder of this Note, not more than 60 nor less than 30
days prior to an Optional Repayment Date, if any, shown on the face of this
Note, this Note with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be $1,000 or an integral multiple thereof) of the Notes to be
issued to the Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid).
$------------------------------- ------------------------------
NOTICE: The signature on this
Date---------------------------- Option to Elect Repayment must
correspond with the name as
written upon the face of this
Note in every particular,
without alteration or
enlargement or any change
whatever.
9
ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto (insert Taxpayer Identification No.)
-------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(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: ----------------------- -------------------------------------------
NOTICE: The signature of the registered Holder 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 whatsoever.
10
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
UNIF GIFT MIN ACT--................Custodian..........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above list.
11
[FORM OF FLOATING RATE GLOBAL MEDIUM-TERM NOTE]
If the registered owner of this Note (as indicated below) is The Depository
Trust Company (the "Depositary") or a nominee of the Depositary, this Security
is a Global Note and the following legends apply:
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name 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.
THIS GLOBAL SECURITY MAY NOT 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 OR BY THE DEPOSITARY OR ANY
NOMINEE OF THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" and "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.
REGISTERED CUSIP No. PRINCIPAL AMOUNT
No. FLR $
COLGATE-PALMOLIVE COMPANY
MEDIUM-TERM NOTE, SERIES C
(Floating Rate)
INTEREST RATE BASIS ORIGINAL ISSUE DATE: STATED MATURITY DATE:
OR BASES:
IF LIBOR:
[ ] LIBOR Reuters
[ ] LIBOR Telerate
INDEX CURRENCY:
IF THE CMT RATE:
Designated CMT Telerate Page:
IF Telerate Page 7052:
[ ] Weekly Average
[ ] Monthly Average
Designated CMT Maturity Index:
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT PERIOD:
SPREAD: INITIAL INTEREST RESET DATE: INTEREST PAYMENT DATES:
SPREAD MULTIPLIER: INTEREST RATE RESET PERIOD: INTEREST RESET DATES:
MAXIMUM INTEREST MINIMUM INTEREST RATE: INITIAL REDEMPTION DATE:
RATE:
INITIAL REDEMPTION ANNUAL REDEMPTION OPTIONAL REPAYMENT
PERCENTAGE: PERCENTAGE REDUCTION: DATE(S):
CALCULATION AGENT:
INTEREST CALCULATION: DAY COUNT CONVENTION
[ ] Regular Floating Rate Note [ ] 30/360 for the period
[ ] Floating Rate/Fixed Rate from to .
Fixed Rate Commencement Date: [ ] Actual/360 for the period
Fixed Interest Rate: from to .
[ ] Inverse Floating Rate Note [ ] Actual/Actual to the period
Fixed Interest Rate: from to .
2
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
OTHER PROVISIONS:
3
COLGATE-PALMOLIVE COMPANY, a Delaware corporation ("Issuer" or the
"Company," which terms include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of
DOLLARS on the Stated Maturity Date specified above (except to the extent
redeemed or repaid prior to the Stated Maturity Date), and to pay interest
thereon, at a rate per annum equal to the Initial Interest Rate specified above
until the Initial Interest Reset Date specified above and thereafter at a rate
per annum determined in accordance with the provisions hereof and any Addendum
relating hereto depending upon the Interest Rate Basis or Bases, if any, and
such other terms specified above, until the principal hereof is paid or duly
made available for payment. Reference herein to "this Note", "hereof", "herein"
and comparable terms shall include an Addendum hereto if an Addendum is
specified above.
The Company will pay interest monthly, quarterly, semi-annually, annually or
such other period as specified above under "Interest Payment Period", on each
Interest Payment Date specified above, commencing on the first Interest Payment
Date specified above next succeeding the Original Issue Date specified above,
and on the Stated Maturity Date or any Redemption Date or Optional Repayment
Date (as defined below) (the date of each such Stated Maturity Date, Redemption
Date and Optional Repayment Date and the date on which principal or an
installment of principal is due and payable by declaration of acceleration
pursuant to the Indenture being referred to hereinafter as a "Maturity" with
respect to principal payable on such date); provided, however, -------- -------
that if the Original Issue Date is between a Regular Record Date (as defined
below) and the next succeeding Interest Payment Date or on an Interest Payment
Date, interest payments will commence on the second Interest Payment Date
succeeding the Original Issue Date; and provided further, that if an Interest
-------- -------
Payment Date would fall on a day that is not a Business Day (as defined below),
such Interest Payment Date shall be postponed to the following day that is a
Business Day, except that in the case an Interest Rate Basis is LIBOR, as
indicated above, if such next Business Day falls in the next calendar month,
such Interest Payment Date shall be the immediately preceding day that is a
Business Day. Except as provided above, interest payments will be made on the
Interest Payment Dates shown above. Unless otherwise specified above, the
"Regular Record Date" shall be the date 15 calendar days (whether or not a
Business Day) prior to the applicable Interest Payment Date. Interest on this
Note will accrue from and including the Original Issue Date specified above, at
the rates determined from time to time as specified herein, until the principal
hereof has been paid or made available for payment. If the Maturity falls on a
day which is not a Business Day as defined below, the payment due on such
Maturity will be paid on the next succeeding Business Day with the same force
and effect as if made on such Maturity and no interest shall accrue with respect
to such payment for the period
4
from and after such Maturity. The interest so payable and punctually paid or
duly provided for on any Interest Payment Date will as provided in the Indenture
be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such Interest Payment Date. Any such interest which is payable, but not
punctually paid or duly provided for on any Interest Payment Date (herein called
"Defaulted Interest"), shall forthwith cease to be payable to the registered
Holder on such Regular Record Date, and may be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to the Holder of this
Note not less than 10 days prior to such Special Record Date, or may be paid at
any time in any other lawful manner, all as more fully provided in the
Indenture.
Payment of the principal of, premium, if any, and interest on this Note
will be made at the Office or Agency of the Company maintained by the Company
for such purpose, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company, payment of interest may be
- -------- -------
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register; and provided, further, that AT
-------- -------
THE OPTION OF THE COMPANY, the Holder of this Note may be entitled to receive
payments of principal of, premium, if any, and interest on this Note by wire
transfer of immediately available funds if appropriate wire transfer
instructions have been received by the Trustee not less than 15 days prior to
the applicable payment date.
Unless the certificate of authentication hereon has been executed by or
on behalf of The Bank of New York, the Trustee with respect to the Notes under
the Indenture, or its successor thereunder, by the manual signature of one of
its authorized signatories, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized series of securities (hereinafter
called the "Securities") of the Company designated as its Medium-Term Notes,
Series C (the "Notes"). The Notes are issued and to be issued under an Indenture
dated as of November 15, 1992 (herein called the "Indenture") between the
Company and The Bank of New York, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights thereunder of the Company, the Trustee (as defined below) and the Holders
of the Notes and the terms upon which the Notes are to be authenticated and
delivered. The Bank of New York shall act as Trustee with respect to the Notes
(herein called the "Trustee", which term includes any successor Trustee with
respect to the Notes under the Indenture). The terms of individual Notes may
vary with respect to interest
5
rates or interest rate formulas, issue dates, maturity, redemption, repayment,
currency of payment and otherwise.
Except as otherwise provided in the Indenture, the Notes will be issued
in global form only, registered in the name of the Depositary or its nominee.
The Notes will not be issued in definitive form, except as otherwise provided in
the Indenture, and ownership of the Notes shall be maintained in book-entry form
by the Depositary for the accounts of participating organizations of the
Depositary.
This Note is not subject to any sinking fund and, unless otherwise
provided above in accordance with the provisions of the following paragraphs, is
not redeemable or repayable prior to the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Company on any
date on and after the Initial Redemption Date, if any, specified above. If no
Initial Redemption Date is set forth above, this Note may not be redeemed prior
to the Stated Maturity Date. On and after the Initial Redemption Date, if any,
this Note may be redeemed at any time in whole or from time to time in part in
increments of $1,000 (provided that any remaining principal hereof shall be at
least $1,000) at the option of the Company at the applicable Redemption Price
(as defined below) together with accrued interest hereon at the applicable rate
payable to the date of redemption (each such date, a "Redemption Date"), on
written notice given not more than 60 nor less than 30 days prior to the
Redemption Date. In the event of redemption of this Note in part only, a new
Note for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof. In the event of redemption of this Note in
part only, a new Note for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall
initially be the Initial Redemption Percentage, specified above, of the
principal amount of this Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date, shown above, by the Annual
Redemption Percentage Reduction, if any, specified on the face hereof, of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.
This Note may be subject to repayment at the option of the Holder on
any Optional Repayment Date(s), if any, indicated above. If no Optional
Repayment Date(s) are set forth above, this Note may not be so repaid at the
option of the Holder hereof prior to the Stated Maturity Date. On any Optional
Repayment Date, this Note shall be repayable in whole or in part in increments
of $1,000 (provided that any remaining principal hereof shall be at least
$1,000) at the option of the Holder hereof at a repayment price equal to 100% of
the principal amount to be repaid, together with interest thereon payable to the
relevant Optional Repayment Date. For this Note to be repaid in
6
whole or in part at the option of the Holder hereof, this Note must be received,
with the form entitled "Option to Elect Repayment" below duly completed, by the
Trustee at its Corporate Trust Office, or such address which the Company shall
from time to time notify the Holders of the Notes, not more than 60 nor less
than 30 days prior to the related Optional Repayment Date. Exercise of such
repayment option by the Holder hereof shall be irrevocable. In the event of
repayment of this Note in part only, a new Note for the unrepaid portion hereof
shall be issued in the name of the Holder hereof upon the surrender hereof.
The interest rate borne by this Note shall be determined as follows:
1. If this Note is designated as a Regular Floating Rate Note
above or if no designation is made for Interest Calculation above,
then, except as described below, this Note shall bear interest at the
rate determined by reference to the applicable Interest Rate Basis or
Bases shown above (i) plus or minus the applicable Spread, if any,
and/or (ii) multiplied by the applicable Spread Multiplier, if any,
specified and applied in the manner described above. Commencing on the
Initial Interest Reset Date, the rate at which interest on this Note is
payable shall be reset as of each Interest Reset Date specified above;
provided, however, that the interest rate in effect for the period from
-------- -------
the Original Issue Date to the Initial Interest Reset Date will be the
Initial Interest Rate.
2. If this Note is designated as a Floating Rate/Fixed Rate
Note above, then, except as described below, this Note shall bear
interest at the rate determined by reference to the applicable Interest
Rate Basis or Bases shown above (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable Spread
Multiplier, if any, specified and applied in the manner described
above. Commencing on the Initial Interest Reset Date, the rate at which
interest on this Note is payable shall be reset as of each Interest
Reset Date specified above; provided, however, that (i) the interest
rate in effect for the period from the Original Issue Date to the
Initial Interest Reset Date shall be the Initial Interest Rate; and
(ii) the interest rate in effect for the period commencing on, and
including, the Fixed Rate Commencement Date to Maturity shall be the
Fixed Interest Rate, if such rate is specified above, or if no such
Fixed Interest Rate is so specified, the interest rate in effect hereon
on the day immediately preceding the Fixed Rate Commencement Date.
3. If this Note is designated as an Inverse Floating Rate Note
above, then, except as described below, this Note will bear interest
equal to the Fixed Interest Rate indicated above minus the rate
determined by reference to the applicable Interest Rate Basis or Bases
shown above (i) plus or minus the applicable Spread, if any, and/or
(ii) multiplied by the applicable Spread Multiplier, if any,
7
specified and applied in the manner described above; provided, however,
-------- -------
that, unless otherwise specified above, the interest rate hereon will
not be less than zero percent. Commencing on the Initial Interest Reset
Date, the rate at which interest on this Note is payable shall be reset
as of each Interest Rate Reset Date specified above; provided, however,
-------- -------
that the interest rate in effect for the period from the Original Issue
Date to the Initial Interest Reset Date shall be the Initial Interest
Rate.
4. Notwithstanding the foregoing, if this Note is designated
above as having an Addendum attached, the Note shall bear interest in
accordance with the terms described in such Addendum.
Except as provided above, the interest rate in effect on each day shall
be (a) if such day is an Interest Reset Date, the interest rate determined as of
the Interest Determination Date (as defined below) immediately preceding such
Interest Reset Date or (b) if such day is not an Interest Reset Date, the
interest rate determined as of the Interest Determination Date immediately
preceding the most recent Interest Reset Date; provided, however, that the
-------- -------
interest rate in effect for the period from the Original Issue Date to the
Initial Interest Reset Date will be the Initial Interest Rate specified above.
Each Interest Rate Basis shall be the rate determined in accordance with the
applicable provision below. If any Interest Reset Date (which term includes the
term Initial Interest Reset Date unless the context otherwise requires) would
otherwise be a day that is not a Business Day, such Interest Reset Date shall be
postponed to the next succeeding day that is a Business Day, except that if an
Interest Rate Basis specified on the face hereof is LIBOR and such next Business
Day falls in the next succeeding calendar month, such Interest Reset Date shall
be the immediately preceding Business Day. In addition, if an Interest Rate
Basis specified on the face hereof is the Treasury Rate and any Interest
Determination Date would otherwise fall on an Interest Reset Date, then such
Interest Reset Date will be postponed to the next succeeding Business Day.
Unless otherwise specified above, interest payable on this Note shall
be the amount of interest accrued from and including the next preceding Interest
Payment Date in respect of which interest has been paid (or from and including
the Original Issue Date specified above, if no interest has been paid), to but
excluding the related Interest Payment Date or Maturity, as the case may be.
Unless otherwise specified above, accrued interest hereon shall be an amount
calculated by multiplying the face amount hereof by an accrued interest factor.
Such accrued interest factor shall be computed by adding the interest factor
calculated for each day in the period for which accrued interest is being
calculated. Unless otherwise specified above, the interest factor for each such
day shall be computed and paid on the basis of a 360-day year of twelve 30-day
months if the Day Count Convention specified above is "30/360" for the period
specified thereunder, or by dividing the interest rate applicable
8
to such day by 360 if the Day Count Convention specified above is "Actual/360"
for the period specified thereunder or by the actual number of days in the year
if the Day Count Convention specified above is "Actual/Actual" for the period
specified thereunder. The interest factor for Notes for which the interest rate
is calculated with reference to two or more Interest Rate Bases will be
calculated in each period in the same manner as if only one of the applicable
Interest Rate Bases applied.
Unless otherwise specified above, the "Interest Determination Date"
with respect to the CD Rate, the CMT Rate, the Commercial Paper Rate, the
Federal Funds Rate and the Prime Rate will be the second Business Day preceding
each Interest Reset Date; the "Interest Determination Date" with respect to
LIBOR shall be the second London Business Day (as defined below) preceding each
Interest Reset Date, unless the Index Currency is British pounds sterling, in
which case the Interest Determination Date will be the applicable Interest Reset
Date; the "Interest Determination Date" with respect to the Eleventh District
Cost of Funds Rate shall be the last working day of the month immediately
preceding each Interest Reset Date on which the Federal Home Loan Bank of San
Francisco (the "FHLB of San Francisco") publishes the Index (as defined below);
the "Interest Determination Date" with respect to the Treasury Rate will be the
day in the week in which the applicable Interest Reset Date falls on which day
Treasury bills (as defined below) normally would be auctioned (Treasury bills
are normally sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except that such auction may be held on the preceding Friday); provided,
--------
however, that if, as a result of a legal holiday, an auction is held on the
- -------
Friday of the week preceding the applicable Interest Reset Date, the related
Interest Determination Date shall be such preceding Friday; and provided,
--------
further, that if an auction shall fall on any Interest Reset Date, then the
- -------
Interest Reset Date shall instead be the first Business Day following such
auction. If the interest rate of this Note is determined with reference to two
or more Interest Rate Bases, the Interest Determination Date pertaining to this
Note will be the most recent Business Day which is at least two Business Days
prior to the applicable Interest Reset Date on which each Interest Rate Basis
shall be determinable. Each Interest Rate Basis shall be determined as of such
date, and the applicable interest rate will take effect on the applicable
Interest Reset Date.
Unless otherwise specified above, the "Calculation Date," if
applicable, pertaining to any Interest Determination Date will be the earlier of
(i) the tenth calendar day after such Interest Determination Date or, if such
day is not a Business Day, the next succeeding Business Day or (ii) the Business
Day immediately preceding the applicable Interest Payment Date or Maturity, as
the case may be. All calculations on this Note shall be made by the Calculation
Agent specified above or such successor thereto as is duly appointed by the
Company.
9
All percentages resulting from any calculation on 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 rounded upwards (e.g.,
9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all
dollar amounts used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upwards.)
As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banks in The City of
New York are generally authorized or obligated by law or executive order to
close and, if the Interest Rate Basis shown above is LIBOR, is also a London
Business Day.
As used herein, "London Business Day" means any day (i) if the Index
Currency is other than European Currency Units ("ECU"), on which dealings in
such Index Currency are transacted in the London interbank market or (ii) if the
Index Currency is ECU, that does not appear as an ECU non-settlement day on the
display designated as "ISDE" on the Reuter Monitor Money Rates Service (or a day
so designated by the ECU Banking Association) or, if ECU non-settlement days do
not appear on that page (and are not so designated), is not a day on which
payments in ECU cannot be settled in the international interbank market.
Determination of CD Rate. If an Interest Rate Basis for this Note is
------------------------
the CD Rate, as indicated above, the CD Rate shall be determined on the
applicable Interest Determination Date (a "CD Rate Interest Determination
Date"), as the rate on such date for negotiable United States dollar
certificates of deposit having the Index Maturity specified above as 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 "CDs (Secondary Market)," or, if not so published by 3:00
P.M., New York City time, on the related Calculation Date, the rate on such CD
Rate Interest Determination Date for negotiable United States dollar
certificates of deposit of the Index Maturity specified above 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" or any successor
publication ("Composite Quotations") under the heading "Certificates of
Deposit." If such rate is not yet published in either H.15(519) or Composite
Quotations by 3:00 P.M., New York City time, on the related Calculation Date,
then the CD Rate on 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 of three leading non-bank dealers in negotiable United States
dollar certificates of deposit in The City of New York (which may include the
Agents or their respective affiliates) selected by the Calculation Agent for
negotiable certificates of deposit of major United States money center banks in
the market for negotiable certificates of deposit with a remaining maturity
closest to the Index Maturity
10
designated above in an amount that is representative for a single transaction in
that market at that time; provided, however, that if any of the dealers so
-------- -------
selected by the Calculation Agent are not quoting as mentioned in this sentence,
the CD Rate with respect to such CD Rate Interest Determination Date shall be
the CD Rate in effect on such CD Rate Interest Determination Date.
Determination of CMT Rate. If an Interest Rate Basis for this Note is
-------------------------
the CMT Rate, as indicated above, the CMT Rate shall be determined on the
applicable Interest Determination Date (a "CMT Rate Interest Determination
Date"), as the rate displayed on the Designated CMT Telerate Page under the
caption "...Treasury Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 P.M.," under the column for the Designated CMT
Maturity Index for (i) if the Designated CMT Telerate Page is 7055, the rate on
such CMT Rate Interest Determination Date and (ii) the Designated CMT Telerate
Page is 7052, the weekly or monthly average, as specified above, for the week or
the month, as applicable, ended immediately preceding the week or the month, as
applicable, in which the related CMT Rate Interest Determination Date occurs. If
such rate is no longer displayed on the relevant page, or if not displayed by
3:00 P.M., New York City time, on the related Calculation Date, then the CMT
Rate for such CMT Rate Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index as published in
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 related Calculation Date, then the CMT Rate for
such CMT Rate 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 Rate 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 H.15(519). If such information is not provided by 3:00
P.M., New York City time, on the related Calculation Date, then the CMT Rate for
the CMT Rate 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 Rate Interest Determination Date reported, according
to their written records, by three leading primary United States government
securities dealers (each, a "Reference Dealer") in The City of New York (which
may include the Agents or their respective affiliates) selected by the
Calculation Agent (from five such Reference Dealers selected by the Calculation
Agent and eliminating the highest quotation (or, in the event of equality, one
of the highest) and the lowest quotation (or, in the event of equality, one of
the lowest)), for the most recently issued direct noncallable fixed rate
obligations of the United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated CMT Maturity Index minus one year.
11
If the Calculation Agent is unable to obtain three such Treasury Note
quotations, the CMT Rate for such CMT Rate 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 Rate 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 million. 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 mentioned herein, the CMT Rate
with respect to such CMT Rate Interest Determination Date will be the CMT Rate
in effect on such CMT Rate Interest Determination Date. If two Treasury Notes
with an original maturity as described in the second preceding sentence have
remaining terms to maturity equally close to the Designated CMT Maturity Index,
the Calculation Agent will obtain quotations for the Treasury Note with the
shorter remaining term to maturity.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service (or any successor service) on the page specified above (or any
other page as may replace such page on such service) for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519). If no such
page is specified above, 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 U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified above with respect to which the CMT Rate will be calculated. If no
such maturity is specified above, the Designated CMT Maturity Index shall be 2
years.
Determination of Commercial Paper Rate. If an Interest Rate Basis for
--------------------------------------
this Note is the Commercial Paper Rate, as indicated above, the Commercial Paper
Rate shall be determined on the applicable Interest Determination Date (a
"Commercial Paper Rate Interest Determination Date"), as the Money Market Yield
(as defined below) on such date of the rate for commercial paper having the
Index Maturity specified above as published in H.15(519) under the heading
"Commercial Paper." In the event that such rate is not published by 3:00 P.M.,
New York City time, on the related Calculation Date, then the Commercial Paper
Rate on such Commercial Paper Rate Interest Determination Date shall be the
Money Market Yield of the rate for commercial paper having the Index Maturity
shown above as published in Composite
12
Quotations under the heading "Commercial Paper" (with an Index Maturity of one
month or three months being deemed to be equivalent to an Index Maturity of 30
days or 90 days, respectively). If by 3:00 P.M., New York City time, on the
related Calculation Date such rate is not yet published in either H.15(519) or
Composite Quotations, then the Commercial Paper Rate for such Commercial Paper
Rate Interest Determination Date shall be as calculated by the Calculation Agent
and shall be the Money Market Yield of the arithmetic mean of the offered rates
at approximately 11:00 A.M., New York City time, on such Commercial Paper Rate
Interest Determination Date of three leading dealers of commercial paper in The
City of New York (which may include the Agents or their respective affiliates)
selected by the Calculation Agent for commercial paper having the Index Maturity
specified above placed for an industrial issuer whose bond rating is "AA," or
the equivalent, from a nationally recognized statistical rating organization;
provided, however, that if any of the dealers selected as aforesaid by the
- -------- -------
Calculation Agent are not quoting as mentioned in this sentence, the Commercial
Paper Rate determined on such Commercial Paper Rate Interest Determination Date
shall be the rate in effect on such Commercial Paper Rate Interest Determination
Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
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.
Determination of Eleventh District Cost of Funds Rate. If an Interest
-----------------------------------------------------
Rate Basis for this Note is the Eleventh District Cost of Funds Rate, as
indicated above, the Eleventh District Cost of Funds Rate shall be determined on
the applicable Interest Determination Date (an "Eleventh District Cost of Funds
Rate Interest Determination Date"), and shall be the rate equal to the monthly
weighted average cost of funds for the calendar month preceding the month in
which such Eleventh District Cost of Funds Rate Interest Determination Date
falls, as set forth under the caption "11th District" on Telerate Page 7058 as
of 11:00 A.M., San Francisco time, on such Eleventh District Cost of Funds Rate
Interest Determination Date. If such rate does not appear on Telerate Page 7058
on such Eleventh District Cost of Funds Rate Interest Determination Date, the
Eleventh District Cost of Funds Rate on such Eleventh District Cost of Funds
Rate 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 FHLB of San
Francisco as such cost of funds for the calendar month immediately preceding
such Eleventh District Cost of Funds Rate Interest Determination Date. If the
FHLB of San Francisco fails to announce the Index on or prior to such
13
Eleventh District Cost of Funds Rate Interest Determination Date for the
calendar month immediately preceding such Eleventh District Cost of Funds Rate
Interest Determination Date, the Eleventh District Cost of Funds Rate determined
as of such Eleventh District Cost of Funds Rate Interest Determination Date
shall be the Eleventh District Cost of Funds Rate in effect on such Eleventh
District Cost of Funds Rate Interest Determination Date.
Determination of Federal Funds Rate. If an Interest Rate Basis for this
-----------------------------------
Note is the Federal Funds Rate, as indicated above, the Federal Funds Rate shall
be determined on the applicable Interest Determination Date (a "Federal Funds
Rate Interest Determination Date"), as the rate on that date for United States
dollar federal funds as published in H.15(519) under the heading "Federal Funds
(Effective)" or, if not so published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on such Federal Funds Rate Interest
Determination Date, as published in Composite Quotations under the heading
"Federal Funds/Effective Rate." If such rate is not yet published in either
H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on the
related Calculation Date, the Federal Funds Rate on such Federal Funds Rate
Interest Determination Date shall be calculated by the Calculation Agent and
shall be the arithmetic mean of the rates for the last transaction in overnight
United States dollar federal funds arranged by three leading brokers of federal
funds transactions in The City of New York (which may include the Agents or
their respective affiliates) selected by the Calculation Agent as of 9:00 A.M.,
New York City time on such Federal Funds Rate Interest Determination Date;
provided, however, that if any of the brokers selected as aforesaid by the
- -------- -------
Calculation Agent are not quoting as mentioned in this sentence, the Federal
Funds Rate determined as of such Federal Funds Rate Interest Determination Date
shall be the Federal Funds Rate in effect on such Federal Funds Rate Interest
Determination Date.
Determination of LIBOR. If an Interest Rate Basis for this Note is
----------------------
LIBOR, as indicated above, LIBOR will be determined on the applicable Interest
Determination Date (a "LIBOR Interest Determination Date") in accordance with
the following provisions under LIBOR Reuters or LIBOR Telerate as specified
above:
(i) (a) if "LIBOR Reuters" is specified above as the method
for determining LIBOR, LIBOR will be determined on the basis of the
arithmetic mean of the offered rates (unless the specified Designated
LIBOR Page by its terms provides only for a single rate, in which case
such single rate shall be used) for deposits in the Index Currency
having the Index Maturity designated above, commencing on the
applicable Interest Reset Date, that appear (or, if only a single rate
is required as aforesaid, appears) on the Designated LIBOR Page as of
11:00 A.M., London time, on such LIBOR Interest Determination Date, or
(b) if "LIBOR Telerate" is specified above or if neither "LIBOR
Reuters" nor "LIBOR Telerate" is specified above as the method for
14
calculating LIBOR, the rate for deposits in the Index Currency having
the Index Maturity designated above, commencing on such Interest Reset
Date, that appears on the Designated LIBOR Page specified above as of
11:00 A.M., London Time, on such LIBOR Interest Determination Date. If
fewer than two such offered rates so appear, or if no such rate so
appears, as applicable, LIBOR on such LIBOR Interest Determination Date
shall be determined in accordance with the provisions described in
clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on
which fewer than two offered rates appear, or no rate appears, as the
case may be, on the Designated LIBOR Page as specified in clause (i)
above, the Calculation Agent will request the principal London offices
of each of four major reference banks in the London interbank market,
as selected by the Calculation Agent, to provide the Calculation Agent
with its offered quotation for deposits in the Index Currency for the
period of the Index Maturity specified above, commencing on the
applicable Interest Reset Date, to prime banks in the London interbank
market at approximately 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 Index Currency in such market at such
time. If at least two such quotations are provided, then LIBOR on such
LIBOR Interest Determination Date will be the arithmetic mean of such
quotations. If fewer than two such quotations are provided, then LIBOR
on such LIBOR Interest Determination Date will be the arithmetic mean
of the rates quoted at approximately 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 Index Currency to leading European
banks, having the Index Maturity designated above and in a principal
amount that is representative for a single transaction in such Index
Currency in such market at such time; provided, however, that if the
banks so selected by the Calculation Agent are not quoting as mentioned
in this sentence, LIBOR determined as of such LIBOR Interest
Determination Date will be LIBOR in effect on such LIBOR Interest
Determination Date.
"Index Currency" means the currency (including composite currencies)
specified above as the currency for which LIBOR shall be calculated. If no such
currency is specified above, the Index Currency shall be United States dollars.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified
above, the display on the Reuter Monitor Money Rates Service (or any successor
service) on the page specified above (or any other page as may replace such
service (or any successor service)) for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency, or (b) if
"LIBOR Telerate" is specified above or neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified as the method for calculating
15
LIBOR, the display on the Dow Jones Telerate Service (or any such successor
service) on the page specified above (or any other page as may replace such
service (or any successor service)) for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency.
"Principal Financial Center" means the capital city of the country
issuing the currency (or composite currency) in which payment in respect of the
related Notes is to be made, or, solely with respect to the calculation of
LIBOR, the Index Currency, except that with respect to United States dollars,
Australian dollars, Deutsche marks, Dutch guilders, Italian lire, Swiss francs
and ECUs, the Principal Financial Center shall be The City of New York, Sydney,
Frankfurt, Amsterdam, Milan, Zurich and Luxembourg, respectively.
Determination of Prime Rate. If an Interest Rate Basis for this Note is
---------------------------
the Prime Rate, as indicated above, the Prime Rate shall be determined on the
applicable Interest Determination Date (a "Prime Rate Interest Determination
Date") as the rate on such date as published in H.15(519) under the heading
"Bank Prime Loan." If such rate is not published prior to 3:00 P.M., New York
City time, on the related Calculation Date, the Prime Rate will be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the Reuters Screen USPRIME1 Page (as defined below) as such bank's
prime rate or base lending rate as in effect for such Prime Rate Interest
Determination Date. If fewer than four such rates appear on such Reuters Screen
USPRIME1 Page for such Prime Rate Interest Determination Date, the Prime Rate
will be the arithmetic mean of the prime rates quoted on the basis of the actual
number of days in the year divided by a 360-day year as of the close of business
on such Prime Rate Interest Determination Date by four major money center banks
in The City of New York selected by the Calculation Agent. If fewer than four
such quotations are so provided, the Prime Rate will be the arithmetic mean of
four 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 as furnished in The City of New York by the major
money center banks, if any, that have provided such quotations and by a
reasonable number of substitute banks or trust companies to obtain four such
prime rate quotations, provided such substitute banks or trust companies are
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 of examination by a federal or state authority, selected
by the Calculation Agent to provide such rate or rates; provided, however, that
if the banks or trust companies so selected by the Calculation Agent are not
quoting as mentioned in this sentence, the Prime Rate determined as of such
Prime Rate Interest Determination Date will be the Prime Rate in effect on such
Prime Rate Interest Determination Date. "Reuters Screen USPRIME1 Page" means the
display designated as page "USPRIME1" on the Reuter Monitor Money Rates Service
(or any successor service) (or such other page as may replace the USPRIME1 page
on such service (or
16
any successor service) for the purpose of displaying prime rates or base lending
rates of major United States banks).
Determination of Treasury Rate. If an Interest Rate Basis for this Note
------------------------------
is the Treasury Rate, as specified above, the Treasury Rate shall be determined
on the applicable Interest Determination Date (a "Treasury Rate Interest
Determination Date") as the rate from the auction held on such Treasury Rate
Interest Determination Date (the "Auction") of direct obligations of the United
States ("Treasury bills") having the Index Maturity specified above, as such
rate is 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 related Calculation Date, the auction average rate of such Treasury Bills
(expressed as a bond equivalent 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 Index Maturity specified above are not reported as
provided by 3:00 P.M., New York City time, on the related Calculation Date, or
if no such Auction is held, then the Treasury Rate hereon 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) 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 (which may include the Agents and their respective affiliates) as
selected by the Calculation Agent for the issue of Treasury bills with a
remaining maturity closest to the Index Maturity specified above; provided,
--------
however, that if the dealers selected as aforesaid by the Calculation Agent 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.
Any provision contained herein with respect to the determination of an
Interest Rate Basis, the specification of Interest Rate Bases, calculation of
the Interest Rate applicable to this Note, its payment dates or any other matter
relating hereto may be modified as specified in an Addendum relating hereto if
so specified above.
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, specified above. The Calculation Agent shall calculate
the interest rate hereon in accordance with the foregoing on or before each
Calculation Date. The interest rate on this Note will in no event be higher than
the maximum rate permitted by New York law, as the same may be modified by
United States law of general application.
At the request of the Holder hereof, the Calculation Agent shall
provide to the Holder hereof the interest rate hereon then in effect and, if
determined, the interest rate which shall become effective as of the next
Interest Reset Date.
17
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
adversely affected thereby at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of each series adversely affected thereby. The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. 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 herefor 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 obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the time, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security Register
of the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or by its attorney duly authorized in writing, and thereupon
one or more new Notes of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
18
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
19
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its corporate
seal to be imprinted thereon.
[FACSIMILE OF SEAL] COLGATE-PALMOLIVE COMPANY
By:
----------------------------
Name:
Title:
Attest:
By:
----------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of
the series designated therein
referred to in the within-mentioned
Indenture.
The Bank of New York,
as Trustee
By: Dated:
----------------------------
Authorized Signatory
20
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to the principal amount hereof together with interest to
the repayment date, to the undersigned, at
-------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office, or at such other place or places of which the Company shall from
time to time notify the Holder of this Note, not more than 60 nor less than 30
days prior to an Optional Repayment Date, if any, shown on the face of this
Note, this Note with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be $1,000 or an integral multiple thereof) of the Notes to be
issued to the Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid).
$
-------------------------- ------------------------------
NOTICE: The signature on this
Date Option to Elect Repayment must
---------------------- correspond with the name as
written upon the face of this
Note in every particular,
without alteration or
enlargement or any change
whatever.
21
ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto (insert Taxpayer Identification No.)
-------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(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:
------------- ------------------------------------------------------
NOTICE: The signature of the registered Holder 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 whatsoever.
22
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
UNIF GIFT MIN ACT--................Custodian..........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above list.
23
MULTI-CURRENCY FLOATING RATE MEDIUM-TERM NOTE
REGISTERED CUSIP No. PRINCIPAL AMOUNT
No. MCFLR $
COLGATE-PALMOLIVE COMPANY
MEDIUM-TERM NOTE
(Multi-Currency Floating Rate)
INTEREST RATE BASIS: ORIGINAL ISSUE DATE: STATED MATURITY DATE:
IF LIBOR: IF THE CMT RATE:
[ ] LIBOR Reuters Designated CMT Telerate Page:
[ ] LIBOR Telerate If Telerate Page 7052:
[ ] Weekly Average
[ ] Monthly Average
Designated CMT Maturity Index:
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT PERIOD:
SPREAD: INITIAL INTEREST RESET DATE: INTEREST PAYMENT DATES:
SPREAD MULTIPLIER: INTEREST RATE RESET PERIOD: INTEREST RESET DATES:
MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INITIAL REDEMPTION DATE:
INITIAL REDEMPTION ANNUAL REDEMPTION OPTIONAL REPAYMENT
PERCENTAGE: PERCENTAGE REDUCTION: DATE(S):
CALCULATION AGENT: SPECIFIED CURRENCY:
INTEREST CALCULATION: DATE COUNT CONVENTION
[ ] Regular Floating Rate Note [ ] 30/360 for the period from
[ ] Floating Rate/Fixed Rate to .
Fixed Rate Commencement Date: [ ] Actual/360 for the period
Fixed Interest Rate: from to .
[ ] Inverse Floating Rate Note [ ] Actual/Actual for the period
Fixed Interest from to .
Rate:
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
CONVERSION INTO U.S. DOLLARS: Yield to Maturity:
[ ] Presumption Yes
[ ] Presumption No Initial Accrual Period:
[ ] No
OTHER PROVISIONS:
2
COLGATE-PALMOLIVE COMPANY, a Delaware corporation ("Issuer" or the
"Company," which terms include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
__________, or registered assigns, the principal sum of ___________________ on
the Stated Maturity Date specified above (except to the extent redeemed or
repaid prior to the Stated Maturity Date), and to pay interest thereon, at a
rate per annum equal to the Initial Interest Rate specified above until the
Initial Interest Reset Date specified above and thereafter at a rate per annum
determined in accordance with the provisions hereof and any Addendum relating
hereto depending upon the Interest Rate Basis or Bases, if any, and such other
terms specified above, until the principal hereof is paid or duly made available
for payment. Reference herein to "this Note", "hereof", "herein" and comparable
terms shall include an Addendum hereto if an Addendum is specified above.
The Company will pay interest monthly, quarterly, semi-annually,
annually or such other period as specified above under "Interest Payment
Period", on each Interest Payment Date specified above, commencing on the first
Interest Payment Date specified above next succeeding the Original Issue Date
specified above, and on the Stated Maturity Date or any Redemption Date or
Optional Repayment Date (as defined below) (the date of each such Stated
Maturity Date, Redemption Date and Optional Repayment Date and the date on which
principal or an installment of principal is due and payable by declaration of
acceleration pursuant to the Indenture being referred to hereinafter as a
"Maturity" with respect to principal payable on such date); provided, however,
-------- -------
that if the Original Issue Date is between a Regular Record Date (as defined
below) and the next succeeding Interest Payment Date, interest payments will
commence on the second Interest Payment Date succeeding the Original Issue Date;
and provided further, that if an Interest Payment Date would fall on a day that
-------- -------
is not a Business Day (as defined below), such Interest Payment Date shall be
the following day that is a Business Day, except that in the case the Interest
Rate Basis is LIBOR, as indicated above, if such next Business Day falls in the
next calendar month, such Interest Payment Date shall be the immediately
preceding day that is a Business Day. Except as provided above, interest
payments will be made on the Interest Payment Dates shown above. Unless
otherwise specified above, the "Regular Record Date" shall be the date 15
calendar days (whether or not a Business Day) prior to the applicable Interest
Payment Date. Interest on this Note will accrue from and including the Original
Issue Date specified above, at the rates determined from time to time as
specified herein, until the principal hereof has been paid or made available for
payment. If the Maturity falls on a day which is not a Business Day as defined
below, the payment due on such Maturity will be paid on the next succeeding
Business Day with the same force and effect as if made on such Maturity and no
interest shall accrue with respect to such payment for the period
3
from and after such Maturity. The interest so payable and punctually paid or
duly provided for on any Interest Payment Date will as provided in the Indenture
be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such Interest Payment Date. Any such interest which is payable, but not
punctually paid or duly provided for on any Interest Payment Date (herein called
"Defaulted Interest"), shall forthwith cease to be payable to the registered
Holder on such Regular Record Date, and may be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to the Holder of this
Note not less than 10 days prior to such Special Record Date, or may be paid at
any time in any other lawful manner, all as more fully provided in the
Indenture.
As more fully provided below, the principal of, and premium, if any,
and interest on this Note are payable by the Company in the Specified Currency,
subject to conversion into U.S. dollars on behalf of the Holder hereof to the
extent provided below. Upon presentation and surrender of this Note at Maturity
at the Office or Agency of the Company maintained by the Company for such
purpose, payment of the principal, premium, if any, and interest due at Maturity
will be made in immediately available funds, or if such payment is to be made in
the Specified Currency as provided below, by wire transfer to an account
maintained by the Holder hereof in the country of the Specified Currency shown
above (the "Holder's Overseas Account"), as designated by the Holder of this
Note by written notice to the Trustee not less than 15 days prior to Maturity.
As more fully provided below, if payment of interest on this Note is to be made
in U.S. dollars, payment of interest on any Interest Payment Date other than at
Maturity will be made at the Office or Agency of the Company maintained by the
Company for such purpose; provided, however, that at the option of the Company,
-------- -------
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or, if
such payment is to be made in the Specified Currency as provided below, by wire
transfer to the Holder's Overseas Account. Notwithstanding the above, AT THE
OPTION OF THE COMPANY, a Holder of the equivalent of $5,000,000 or more
(determined on the basis of the Market Exchange Rate, as defined below, on the
Business Day immediately preceding the Original Issue Date) in aggregate
principal amount of Notes having the same Interest Payment Dates may be entitled
to receive payments of principal of, premium, if any, and interest on such Note
or Notes by wire transfer of immediately available funds to such account of such
bank as the registered Holder hereof shall have designated if appropriate wire
transfer instructions have been received in writing by the Trustee not less than
15 days prior to
4
the applicable payment date; and provided, further, that such bank has
-------- -------
appropriate facilities therefor. Notwithstanding the above, in any case where
wire transfer facilities for the making of any payment shall not be reasonably
available to the Trustee, such payment shall be made by check and mailed to the
Holder hereof at such address as shall appear on the Security Register
maintained by the Trustee.
All payments on this Note on any Interest Payment Date or Maturity will
be made in the Specified Currency set forth above, except as otherwise
hereinafter provided.
Unless the certificate of authentication hereon has been executed by or
on behalf of The Bank of New York, the Trustee with respect to the Notes under
the Indenture, or its successor thereunder, by the manual signature of one of
its authorized signatories, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized series of Securities (hereinafter
called the "Securities") of the Company designated as its Medium-Term Notes (the
"Notes"). The Notes are issued and to be issued under an Indenture dated as of
November 15, 1992 (herein called the "Indenture") between the Company and The
Bank of New York, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights thereunder of
the Company, the Trustee (as defined below) and the Holders of the Notes and the
terms upon which the Notes are to be authenticated and delivered. The Bank of
New York shall act as Trustee with respect to Notes (herein called the
"Trustee", which term includes any successor Trustee with respect to the Notes
under the Indenture). The terms of individual Notes may vary with respect to
interest rates or interest rate formulas, issue dates, maturity, redemption,
repayment, currency of payment and otherwise.
This Note is not subject to any sinking fund and, unless otherwise
provided above in accordance with the provisions of the following paragraphs, is
not redeemable or repayable prior to the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Company on any
date on and after the Initial Redemption Date, if any, specified above. If no
Initial Redemption Date is set forth above, this Note may not be redeemed prior
to the Stated Maturity Date. On and after the Initial Redemption Date, if any,
this Note may be redeemed at any time in whole or from time to time in part in
increments of 1,000 units of the Specified Currency (provided that any remaining
principal hereof shall be at least 100,000 units of the Specified Currency) at
the option of the Company at the applicable Redemption Price (as defined below)
together with accrued interest hereon at the applicable rate
5
payable to the date of redemption (each such date, a "Redemption Date"), on
written notice given not more than 60 nor less than 30 days prior to the
Redemption Date. In the event of redemption of this Note in part only, a new
Note for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall
initially be the Initial Redemption Percentage, specified above, of the
principal amount of this Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date, shown above, by the Annual
Redemption Percentage Reduction, if any, specified on the face hereof, of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.
This Note may be subject to repayment at the option of the Holder on
any Optional Repayment Date(s), if any, indicated above. If no Optional
Repayment Date(s) are set forth above, this Note may not be so repaid at the
option of the Holder hereof prior to the Stated Maturity Date. On any Optional
Repayment Date, this Note shall be repayable in whole or in part in increments
of 1,000 units of the Specified Currency (provided that any remaining principal
hereof shall be at least 100,000 units of the Specified Currency) at the option
of the Holder hereof at a repayment price equal to 100% of the principal amount
to be repaid, together with interest thereon payable to the date of repayment.
For this Note to be repaid in whole or in part at the option of the Holder
hereof, this Note must be received, with the form entitled "Option to Elect
Repayment" below duly completed, by the Trustee at its Corporate Trust Office,
or such address which the Company shall from time to time notify the Holders of
the Notes, not more than 60 nor less than 30 days prior to the date of
repayment. Exercise of such repayment option by the Holder hereof shall be
irrevocable.
The interest rate borne by this Note shall be determined as follows:
1. If this Note is designated as a Regular Floating Rate Note
above or if no designation is made for Interest Calculation above,
then, except as described below, this Note shall bear interest at the
rate determined by reference to the applicable Interest Rate Basis or
Bases shown above (i) plus or minus the applicable Spread, if any,
and/or (ii) multiplied by the applicable Spread Multiplier, if any,
specified and applied in the manner described above. Commencing on the
Initial Interest Reset Date, the rate at which interest on this Note is
payable shall be reset as of each Interest Reset Date specified above;
provided, however, that the interest rate in effect for the period from
-------- -------
the
6
Original Issue Date to the Initial Interest Reset Date will be the
Initial Interest Rate.
2. If this Note is designated as a Floating Rate/Fixed Rate
Note above, then, except as described below, this Note shall bear
interest at the rate determined by reference to the applicable Interest
Rate Basis or Bases shown above (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable Spread
Multiplier, if any, specified and applied in the manner described
above. Commencing on the Initial Interest Reset Date, the rate at which
interest on this Note is payable shall be reset as of each Interest
Reset Date specified above; provided, however, that (i) the interest
-------- -------
rate in effect for the period from the Original Issue Date to the
Initial Interest Reset Date shall be the Initial Interest Rate; (ii)
the interest rate in effect for the period commencing on, and
including, the Fixed Rate Commencement Date to the Maturity shall be
the Fixed Interest Rate, if such a rate is specified above, or if no
such Fixed Interest Rate is so specified, the interest rate in effect
hereon on the day immediately preceding the Fixed Rate Commencement
Date.
3. If this Note is designated as an Inverse Floating Rate Note
above, then, except as described below, this Note will bear interest
equal to the Fixed Interest Rate indicated above minus the rate
determined by reference to the applicable Interest Rate Basis or Bases
shown above (i) plus or minus the applicable Spread, if any, and/or
(ii) multiplied by the applicable Spread Multiplier, if any, specified
and applied in the manner described above; provided, however, that the
-------- -------
interest rate hereon will not be less than zero percent. Commencing on
the Initial Interest Reset Date, the rate at which interest on this
Note is payable shall be reset as of each Interest Rate Reset Date
specified above; provided, however, that the interest rate in effect
-------- -------
for the period from the Original Issue Date to the Initial Interest
Reset Date shall be the Initial Interest Rate.
4. Notwithstanding the foregoing, if this Note is designated
above as having an Addendum attached, the Note shall bear interest in
accordance with the terms described in such Addendum.
Except as provided above, the interest rate in effect on
each day shall be (a) if such day is an Interest Reset Date, the
interest rate determined on the Interest Determination Date (as
defined below) immediately preceding such Interest Reset Date or
(b) if such day is not an Interest Reset Date, the interest rate
determined on the Interest Determination Date immediately
preceding the most recent Interest Reset Date. Each Interest
7
Rate Basis shall be the rate determined in accordance with the applicable
provision below. If any Interest Reset Date (which term includes the term
Initial Interest Reset Date unless the context otherwise requires) would
otherwise be a day that is not a Business Day, such Interest Reset Date shall be
postponed to the next succeeding day that is a Business Day, except that if an
Interest Rate Basis specified on the face hereof is LIBOR and such next Business
Day falls in the next succeeding calendar month, such Interest Reset Date shall
be the immediately preceding Business Day. In addition, if an Interest Rate
Basis specified on the face hereof is the Treasury Rate and any Interest
Determination Date would otherwise fall on an Interest Reset Date, then such
Interest Reset Date will be postponed to the next succeeding Business Day.
Unless otherwise specified above, interest payable on this Note shall
be the amount of interest accrued from and including the next preceding Interest
Payment Date in respect of which interest has been paid (or from and including
the Original Issue Date specified above, if no interest has been paid), to but
excluding the related Interest Payment Date or Maturity, as the case may be.
Unless otherwise specified above, accrued interest hereon shall be an amount
calculated by multiplying the face amount hereof by an accrued interest factor.
Such accrued interest factor shall be computed by adding the interest factor
calculated for each day from the date of issue or from the last date to which
interest shall have been paid or duly provided for, to the date for which
accrued interest is being calculated. Unless otherwise specified above, the
interest factor for each such day shall be computed and paid on the basis of a
360-day year of twelve 30-day months if the Day Count Convention specified above
is "30/360" for the period specified thereunder, or by dividing the interest
rate applicable to such day by 360 if the Day Count Convention specified above
is "Actual/360" for the period specified thereunder or by the actual number of
days in the year if the Day Count Convention specified above is "Actual/Actual"
for the period specified thereunder. The interest factor for Notes for which the
interest rate is calculated with reference to two or more Interest Rate Bases
will be calculated in each period in the same manner as if only one of the
applicable Interest Rate Bases applied.
Unless otherwise specified above, the "Interest Determination Date"
with respect to the CD Rate, the CMT Rate, the Commercial Paper Rate, the
Federal Funds Rate and the Prime Rate will be the second Business Day preceding
each Interest Reset Date; the "Interest Determination Date" with respect to
LIBOR shall be the second London Business Day (as defined below) preceding each
Interest Reset Date unless the Index Currency in British pounds sterling, in
which case the Interest Determination Date will be the applicable Interest Reset
Date; the "Interest Determination Date" with respect to the Eleventh District
Cost of
8
Funds Rate shall be the last working day of the month immediately preceding each
Interest Reset Date on which the Federal Home Loan Bank of San Francisco (the
"FHLB of San Francisco") publishes the Index (as defined below); the "Interest
Determination Date" with respect to the Treasury Rate will be the day in the
week in which the applicable Interest Reset Date falls on which day Treasury
bills (as defined below) normally would be auctioned (Treasury bills are
normally sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except that such auction may be held on the preceding Friday); provided,
--------
however, that if, as a result of a legal holiday, an auction is held on the
- -------
Friday of the week preceding the applicable Interest Reset Date, the related
Interest Determination Date shall be such preceding Friday; and provided,
--------
further, that if an auction shall fall on any Interest Reset Date, then the
- -------
Interest Reset Date shall instead be the first Business Day following such
auction. If the interest rate of this Note is determined with reference to two
or more Interest Rate Bases, the Interest Determination Date pertaining to this
Note will be the most recent Business Day which is at least two Business Days
prior to the applicable Interest Reset Date on which each Interest Rate Basis
shall be determinable. Each Interest Rate Basis shall be determined as of such
date, and the applicable interest rate will take effect on the applicable
Interest Reset Date.
Unless otherwise specified above, the "Calculation Date" pertaining to
any Interest Determination Date will be the earlier of (i) the tenth calendar
day after such Interest Determination Date or, if such day is not a Business
Day, the next succeeding Business Day or (ii) the Business Day immediately
preceding the applicable Interest Payment Date or Maturity, as the case may be.
All calculations on this Note shall be made by the Calculation Agent specified
above or such successor thereto as is duly appointed by the Company.
All percentages resulting from any calculation on this Note will be
rounded upwards, if necessary, to the next higher one hundred-thousandth of a
percentage point (e.g., 9.876541% (or .09876541) would be rounded to 9.87655%
(or .0987655)), and all dollar amounts used in or resulting from such
calculation will be rounded to the nearest cent (with one-half cent being
rounded upwards).
Determination of CD Rate. If an Interest Rate Basis for this Note is
------------------------
the CD Rate, as indicated above, the CD Rate shall be determined on the
applicable Interest Determination Date (a "CD Rate Interest Determination
Date"), as the rate on such date for negotiable United States dollar
certificates of deposit having the Index Maturity specified above as published
by the Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates" or any successor
9
publication ("H.15(519)"), under the heading "CDs (Secondary Market)", or, if
not so published by 3:00 P.M., New York City time, on the related Calculation
Date, the rate on which such CD Rate Interest Determination Date for negotiable
United States dollar certificates of deposit of the Index Maturity specified
above 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" or any successor publication ("Composite Quotations") under the
heading "Certificates of Deposit". 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, then the CD Rate on 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 of three leading non-bank dealers in
negotiable U.S. dollar certificates of deposit in The City of New York (which
may include the Agents or their respective affiliates) selected by the
Calculation Agent for negotiable certificates of deposit of major United States
money center banks in the market for negotiable certificates of deposit with a
remaining maturity closest to the Index Maturity designated above in an amount
that is representative for a single transaction in that market at that time;
provided, however, that if any of the dealers selected as aforesaid by the
- -------- -------
Calculation Agent are not quoting as mentioned in this sentence, the CD Rate
determined on such CD Rate Interest Determination Date shall be the CD Rate in
effect on such CD Rate Interest Determination Date.
Determination of CMT Rate. If an Interest Rate Basis for this Note is
-------------------------
the CMT Rate, as indicated above, the CMT Rate shall be determined on the
applicable Interest Determination Date (a "CMT Rate Interest Determination
Date"), as the rate displayed on the Designated CMT Telerate Page under the
caption "...Treasury Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 P.M.," under the column for the Designated CMT
Maturity Index for (i) if the Designated CMT Telerate Page is 7055, the rate on
such CMT Rate Interest Determination Date and (ii) the Designated CMT Telerate
Page is 7052, the weekly or monthly average, as specified above, for the week or
the month, as applicable, ended immediately preceding the week or the month, as
applicable, in which the related CMT Rate Interest Determination Date occurs. If
such rate is no longer displayed on the relevant page, or if not displayed by
3:00 P.M., New York City time, on the related Calculation Date, then the CMT
Rate for such CMT Rate Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index as published in
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 related Calculation Date, then the CMT Rate for
such CMT Rate Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index (or other
10
United States Treasury rate for the Designated CMT Maturity Index) for the CMT
Rate 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 H.15(519). If such information is not provided by
3:00 P.M., New York City time, on the related Calculation Date, then the CMT
Rate for the CMT Rate 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 Rate Interest Determination Date reported,
according to their written records, by three leading primary United States
government securities dealers (each, a "Reference Dealer") in The City of New
York (which may include the Agents or their respective affiliates) selected by
the Calculation Agent (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for the most recently issued direct noncallable
fixed rate obligations of the United States ("Treasury Notes") with an original
maturity of approximately the 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 is unable to obtain three such Treasury Note
quotations, the CMT Rate for such CMT Rate 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 Rate 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 million. 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 mentioned herein, the CMT Rate
with respect to such CMT Rate Interest Determination Date will be the CMT Rate
in effect on such CMT Rate Interest Determination Date. If two Treasury Notes
with an original maturity as described in the second preceding sentence have
remaining terms to maturity equally close to the Designated CMT Maturity Index,
the
11
Calculation Agent will obtain quotations for the Treasury Note with the shorter
remaining term to maturity.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service (or any successor service) on the page specified above (or any
other page as may replace such page on such service) for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519). If no such
page is specified above, 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 U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified above with respect to which the CMT Rate will be calculated. If no
such maturity is specified above, the Designated CMT Maturity Index shall be 2
years.
Determination of Commercial Paper Rate. If an Interest Rate Basis for
--------------------------------------
this Note is the Commercial Paper Rate, as indicated above, the Commercial Paper
Rate shall be determined on the applicable Interest Determination Date (a
"Commercial Paper Rate Interest Determination Date"), as the Money Market Yield
(as defined below) on such date of the rate for commercial paper having the
Index Maturity specified above as published in H.15(519), under the heading
"Commercial Paper". In the event that such rate is not published by 3:00 P.M.,
New York City time, on the related Calculation Date, then the Commercial Paper
Rate on such Commercial Paper Rate Interest Determination Date shall be the
Money Market Yield of the rate for commercial paper having the Index Maturity
shown above as published in Composite Quotations under the heading "Commercial
Paper" (with an Index Maturity of one month or three months being deemed to be
equivalent to an Index Maturity of 30 days or 90 days, respectively). If by 3:00
P.M., New York City time, on the related Calculation Date such rate is not yet
published in either H.15(519) or Composite Quotations, then the Commercial Paper
Rate for such Commercial Paper Rate Interest Determination Date shall be as
calculated by the Calculation Agent and shall be the Money Market Yield of the
arithmetic mean of the offered rates at approximately 11:00 A.M., New York City
time, on such Commercial Paper Rate Interest Determination Date of three leading
dealers of commercial paper in The City of New York (which may include the
Agents or their respective affiliates) selected by the Calculation Agent for
commercial paper having the Index Maturity specified above placed for an
industrial issuer whose bond rating is "AA," or the equivalent, from a
nationally recognized statistical rating organization; provided, however, that
-------- -------
if any of the dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Commercial Paper Rate determined on
such Commercial Paper Rate Interest Determination Date shall be the rate in
effect on such Commercial Paper Rate Interest Determination Date.
12
"Money Market Yield" shall be a yield (expressed as a percentage
rounded upwards to the nearest one hundred-thousandth of a percentage point)
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.
Determination of Eleventh District Cost of Funds Rate. If an Interest
-----------------------------------------------------
Rate Basis for this Note is the Eleventh District Cost of Funds Rate, as
indicated above, the Eleventh District Cost of Funds Rate shall be determined on
the applicable Interest Determination Date (an "Eleventh District Cost of Funds
Rate Interest Determination Date"), and shall be the rate equal to the monthly
weighted average cost of funds for the calendar month preceding the month in
which such Eleventh District Cost of Funds Rate Interest Determination Date
falls, as set forth under the caption "11th District" on Telerate Page 7058 as
of 11:00 A.M., San Francisco time, on such Eleventh District Cost of Funds Rate
Interest Determination Date. If such rate does not appear on Telerate Page 7058
on such Eleventh District Cost of Funds Rate Interest Determination Date, the
Eleventh District Cost of Funds Rate on such Eleventh District Cost of Funds
Rate 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 FHLB of San
Francisco as such cost of funds for the calendar month immediately preceding
such Eleventh District Cost of Funds Rate Interest Determination Date. If the
FHLB of San Francisco fails to announce such rate for the calendar month
immediately preceding such Eleventh District Cost of Funds Rate Interest
Determination Date, the Eleventh District Cost of Funds Rate determined as of
such Eleventh District Cost of Funds Rate Interest Determination Date shall be
the Eleventh District Cost of Funds Rate in effect on such Eleventh District
Cost of Funds Rate Interest Determination Date.
Determination of Federal Funds Rate. If an Interest Rate Basis for this
-----------------------------------
Note is the Federal Fund Rate, as indicated above, the Federal Funds Rate shall
be determined on the applicable Interest Determination Date (a "Federal Funds
Rate Interest Determination Date"), as the rate on that date for United States
dollar federal funds as published in H.15(519) under the heading "Federal Funds
(Effective)" or, if not so published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on such Federal Funds Rate Interest
Determination Date, as published
13
in Composite Quotations under the heading "Federal Funds/Effective Rate." If
such rate is not yet published in either H.15(519) or Composite Quotations by
3:00 P.M., New York City time, on the related Calculation Date, the Federal
Funds Rate on such Federal Funds Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be the arithmetic mean of the
rates for the last transaction in overnight United States dollar Federal funds
arranged by three leading brokers of Federal funds transactions in The City of
New York (which may include the Agents or their respective affiliates) selected
by the Calculation Agent prior to 9:00 A.M., New York City time on such Federal
Funds Rate Interest Determination Date; provided, however, that if any of the
-------- -------
brokers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate determined as of such Federal
Funds Rate Interest Determination Date shall be the Federal Funds Rate in effect
on such Federal Funds Rate Interest Determination Date.
Determination of LIBOR. If an Interest Rate Basis for this Note is
----------------------
LIBOR, as indicated above, LIBOR will be determined on the applicable Interest
Determination Date (a "LIBOR Interest Determination Date") in accordance with
the following provisions under LIBOR Reuters or LIBOR Telerate as specified
above:
(i) (a) if "LIBOR Reuters" is specified above as the method
for determining LIBOR, LIBOR will be determined on the basis of the
arithmetic mean of the offered rates (unless the specified Designated
LIBOR Page by its terms provides only for a single rate, in which case
such single rate shall be used) for deposits in the Index Currency
having the Index Maturity designated above, commencing on the
applicable Interest Reset Date, that appear (or, if only a single rate
is required as aforesaid, appears) on the Designated LIBOR Page
specified above as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date, or (b) if "LIBOR Telerate" is specified above or if
neither "LIBOR Reuters" nor "LIBOR Telerate" is specified above as the
method for calculating LIBOR, the rate for deposits in the Index
Currency having the Index Maturity designated above, commencing on such
Interest Reset Date, that appears on the Designated LIBOR Page
specified above as of 11:00 A.M., London Time, on such LIBOR Interest
Determination Date. If fewer than two such offered rates so appear, or
if no such rate so appears, as applicable, LIBOR on such LIBOR Interest
Determination Date shall be determined in accordance with the
provisions described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on
which fewer than two offered rates appear, or no rate appears, as the
case may be, on the Designated LIBOR
14
Page as specified in clause (i) above, the Calculation Agent will
request the principal London offices of each of four major reference
banks in the London interbank market, as selected by the Calculation
Agent, to provide the Calculation Agent with its offered quotation for
deposits in the Index Currency for the period of the Index Maturity
specified above, commencing on the applicable Interest Reset Date, to
prime banks in the London interbank market at approximately 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 Index Currency in such market at such time. If at least two such
quotations are provided, then LIBOR on such LIBOR Interest
Determination Date will be the arithmetic mean of such quotations. If
fewer than two such quotations are provided, then LIBOR on such LIBOR
Interest Determination Date will be the arithmetic mean of the rates
quoted at approximately 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 Index Currency to leading European
banks, having the Index Maturity designated above and in a principal
amount that is representative for a single transaction in such Index
Currency in such market at such time; provided, however, that if the
-------- -------
banks so selected by the Calculation Agent are not quoting as mentioned
in this sentence, LIBOR determined as of such LIBOR Interest
Determination Date will be LIBOR in effect on such LIBOR Interest
Determination Date.
"Index Currency" means the currency (including composite currencies)
specified above as the currency for which LIBOR shall be calculated. If no such
currency is specified above, the Index Currency shall be United States dollars.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified
above, the display on the Reuter Monitor Money Rates Service (or any successor
service) on the page specified above (or any other page as may replace such
service (or any successor service)) for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency, or (b) if
"LIBOR Telerate" is specified above or neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified as the method for calculating LIBOR, the display on the
Dow Jones Telerate Service (or any such successor service) on the page specified
above (or any other page as may replace such service (or any successor service))
for the purpose of displaying the London interbank rates of major banks for the
applicable Index Currency.
"Principal Financial Center" means the capital city of the country
issuing the currency (or composite currency) in which payment in respect of the
related Notes is to be made, or, solely
15
with respect to the calculation of LIBOR, the Index Currency, except that with
respect to United States dollars, Australian dollars, Deutsche marks, Dutch
guilders, Italian lire, Swiss francs and ECUs, the Principal Financial Center
shall be The City of New York, Sydney, Frankfurt, Amsterdam, Milan, Zurich and
Luxembourg, respectively.
Determination of Prime Rate. If an Interest Rate Basis for this Note is
---------------------------
the Prime Rate, as indicated above, the Prime Rate shall be determined on the
applicable Interest Determination Date (a "Prime Rate Interest Determination
Date") as the rate on that day set forth in H.15(519) opposite the caption "Bank
Prime Loan." If such rate is not published prior to 3:00 P.M., New York City
time, on the Calculation Date, the Prime Rate will be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the Reuters
Screen USPRIME1 Page (as defined below) as such bank's prime rate or base
lending rate as in effect for such Prime Rate Interest Determination Date. If
fewer than four such rates appear on such Reuters Screen USPRIME1 Page for such
Prime Rate Interest Determination Date, the Prime Rate will be the arithmetic
mean of the prime rates quoted on the basis of the actual number of days in the
year divided by a 360-day year as of the close of business on such Prime Rate
Interest Determination Date by four major money center banks in The City of New
York selected by the Calculation Agent. If fewer than four such quotations are
so provided, the Prime Rate will be the arithmetic mean of four 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 as furnished in The City of New York by the major money
center banks, if any, that have provided such quotations and by a reasonable
number of substitute banks or trust companies to obtain four such prime rate
quotations, provided such substitute banks or trust companies are 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 of examination by a federal or state authority, selected by the
Calculation Agent to provide such rate or rates; provided, however, that if the
banks or trust companies so selected by the Calculation Agent are not quoting as
mentioned in this sentence, the Prime Rate determined as of such Prime Rate
Interest Determination Date will be the Prime Rate in effect on such Prime Rate
Interest Determination Date. "Reuters Screen USPRIME1 Page" means the display
designated as page "USPRIME1" on the Reuter Monitor Money Rates Service (or any
successor service) (or such other page as may replace the USPRIME1 page on such
service (or any successor service) for the purpose of displaying prime rates or
base lending rates of major United States banks).
Determination of Treasury Rate. If an Interest Rate Basis for this
------------------------------
Note is the Treasury Rate, as specified above, the
16
Treasury Rate shall be determined on the applicable Interest Determination Date
(a "Treasury Rate Interest Determination Date") as the rate applicable to the
most recent auction of direct obligations of the United States ("Treasury
bills") having the Index Maturity specified above, as such rate is 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 related Calculation
Date, the auction average rate of such Treasury Bills (expressed as a bond
equivalent 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 Index Maturity specified above are not reported as provided by 3:00 P.M.,
New York City time, on the related Calculation Date, or if no such auction is
held in a particular week, then the Treasury Rate hereon 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) 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 (which may include one or more of the Agents or their respective
affiliates) as selected by the Calculation Agent for the issue of Treasury bills
with a remaining Maturity closest to the Index maturity specified above;
provided, however, that if any of the dealers selected as aforesaid by the
- -------- -------
Calculation Agent 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.
Any provision contained herein with respect to the determination of an
Interest Rate Basis, the specification of Interest Rate Basis, calculation of
the Interest Rate applicable to this Note, its payment dates or any other matter
relating hereto may be modified as specified in an Addendum relating hereto if
so specified above.
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, specified above. The Calculation Agent shall calculate
the interest rate hereon in accordance with the foregoing on or before each
Calculation Date. The interest rate on this Note will in no event be higher than
the maximum rate permitted by New York law, as the same may be modified by
United States law of general application.
At the request of the Holder hereof, the Calculation Agent shall
provide to the Holder hereof the interest rate hereon then in effect and, if
determined, the interest rate which shall become effective as of the next
Interest Reset Date.
17
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
adversely affected thereby at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of each series adversely affected thereby. The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. 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 herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this Note.
If the box marked "Presumption Yes" following the term "Conversion into
U.S. Dollars" set forth above has been checked, the Company or its agent will
convert all payments of the principal of, premium, if any, and interest on this
Note to U.S. dollars unless the Holder hereof elects to receive such payments in
the Specified Currency as described below. If the box marked "Presumption No"
following the term "Conversion into U.S. Dollars" set forth above has been
checked, the Holder of this Note will receive all payments of the principal of,
premium, if any, and interest on this Note in the Specified Currency unless the
Holder of this Note elects to receive such payments in U.S.
dollars as described below.
Except as set forth below, if the principal of, premium, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Company for making
payments thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Company will be entitled to satisfy its obligations to the Holder of
this Note by making such payments in U.S. dollars on the basis of the Market
Exchange Rate on the date of such payment or, if the Market Exchange Rate is not
available on such date, as of the most recent practicable date. Any payment made
under such circumstances in U.S. dollars
18
where the required payment is in a Specified Currency other than
U.S. dollars will not constitute an Event of Default.
Except as otherwise provided herein, if either the box marked
"Presumption Yes" or the box marked "Presumption No" is marked above, the Holder
hereof may subsequent to the issuance hereof request that future payments of
principal hereof, and premium, if any, and interest hereon, be converted, or not
be converted, as the case may be, to U.S. dollars by transmitting a written
request for such payments to the Trustee at its Corporate Trust Office in The
City of New York on or prior to the Regular Record Date or not less than 15 days
prior to Maturity. Such request shall include appropriate payment instructions
and shall be in writing (mailed or hand delivered) or by facsimile transmission.
The Holder of this Note may elect to receive all future payments of principal,
premium, if any, and interest in either the Specified Currency set forth above
or in U.S. dollars, as specified in the written request, and need not file a
separate election for such payment. Such election will remain in effect until
revoked by written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the Regular Record
Date or not less than 15 days prior to Maturity. If the Holder hereof has not
made the election described above, payment in respect of this Note shall be made
in U.S. dollars based upon the Market Exchange Rate as described above.
If the box marked "No" following the term "Conversion into U.S.
Dollars" set forth above has been checked, the Holder hereof will receive all
payments of the principal of, and premium, if any, and interest on this Note
only in the Specified Currency subject to the provisions set forth below, and
the Holder hereof may not subsequent to the issuance hereof request that future
payments of principal hereof, and premium, if any, and interest hereon, be
converted to U.S. dollars.
If payment in respect of this Note is required to be made in European
Currency Units ("ECU") and ECUs are not available to the Company for making
payments thereof on this Note due to the imposition of exchange controls or
other circumstances beyond the Company's control or are no longer used in the
European Monetary System, then all payments in respect of this Note shall be
made in U.S. dollars until ECUs are again available or so used. The amount of
each payment in U.S. dollars shall be computed on the basis of the equivalent of
the ECU in U.S. dollars, determined as described below, as of the second
Business Day prior to the date on which such payment is due.
The equivalent of the ECU in U.S. dollars as of any date shall be
determined by the Company or its agent on the following basis. The component
currencies of the ECU for this purpose (the "Components") shall be the currency
amounts that were components
19
of the ECU as of the last date on which the ECU was used in the
European Monetary System. The equivalent of the ECU in U.S.
dollars shall be calculated by aggregating the U.S. dollar
equivalents of the Components. The U.S. dollar equivalent of
each of the Components shall be determined by the Company or such
agent on the basis of the most recently available Market Exchange
Rates for such Components.
If the official unit of any Component is altered by way of combination
or subdivision, the number of units of that currency as a Component shall be
divided or multiplied in the same proportion. If two or more Components are
consolidated into a single currency, the amounts of those currencies as
Components 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 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, each of which shall be equal to the amount of the
original component currency separated into the number of currencies into which
such original currency was divided.
All determinations referred to above made by the Company or its agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on Holders of Notes.
In order for the Holder of this Note (who, either by the terms of this
Note or pursuant to an election of the Holder hereof, shall have the right to
receive wire transfer payments) to receive payments of interest, premium, if
any, and principal in the Specified Currency by wire transfer, the Holder of
this Note must designate an appropriate account with a bank located in the
country of the Specified Currency shown above that has appropriate facilities
therefor. Such designation shall be made by filing the appropriate information
with the Trustee at its Corporate Trust Office in The City of New York on or
prior to the Regular Record Date or not less than 15 days prior to Maturity. The
Trustee will, subject to applicable laws and regulations and until it receives
notice to the contrary, make such payment and all succeeding payments to the
Holder of this Note by wire transfer to the designated account, provided that
the bank has the appropriate facilities therefor. If a payment cannot be made by
wire transfer because the required information has not been received by the
Trustee on or before the requisite date, payment will be made by check in U.S.
dollars mailed to the Holder of this Note at such address as shall appear in the
Security Register.
The Holder of this Note shall pay any administrative costs imposed by
banks in connection with making payments by wire
20
transfer, as well as any tax, assessment or governmental charge imposed upon
payments hereon.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the time, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security Register
of the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or by its attorney duly authorized in writing, and thereupon
one or more new Notes of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of 100,000 units of the Specified Currency and integral multiples
of 1,000 units of the Specified Currency in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
As used herein:
21
the term "Business Day" means any day, other than a Saturday
or Sunday, that is neither a legal holiday or a day on which banking
institutions are generally authorized or obligated by law or executive
order to close in The City of New York or the city which is the
Principal Financial Center of the country of the Specified Currency
and, if the Specified Currency is ECU, that does not appear as an ECU
non-settlement day on the display designated as "ISDE" on the Reuter
Monitor Money Rates Service (or a day so designated by the ECU Banking
Association) or, if ECU non- settlement days do not appear on that page
(and are not so designated), is not a day on which payments in ECU
cannot be settled in the international interbank market;
the term "Market Exchange Rate" means the noon U.S. dollar
buying rate in The City of New York for cable transfers as certified
for customs purposes by the Federal Reserve Bank of New York; provided,
however, in the case of ECUs, the Market Exchange Rate shall be the
rate of exchange determined by the Commission of the European
Communities (or any successor thereto) as published in the Official
Journal of the European Communities, or any successor publication; and
the term "Principal Financial Center" shall be the city
indicated as follows:
Principal Financial
Specified Currency Center
------------------ -------------------
U.S. dollars New York City
Australian dollars Sydney
Canadian dollars Toronto
European Currency Units Brussels
French francs Paris
Deutsche marks Frankfurt
Italian lire Milan
Dutch guilders Amsterdam
New Zealand dollars Wellington
Swiss francs Geneva
British Pound Sterling London
Japanese Yen Tokyo
With respect to all other foreign currencies, the "Principal Financial
Center" shall be the capital city of the country of such Specified
Currency.
22
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its corporate
seal to be imprinted hereon.
[FACSIMILE OF SEAL] COLGATE-PALMOLIVE COMPANY
By:
----------------------------
Name:
Title:
Attest:
By: ----------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities
of the series designated
therein referred to in the
within-mentioned Indenture.
The Bank of New York,
as Trustee
By: Dated:
---------------------------- --------------------
Authorized Signatory
23
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to the principal amount hereof together with interest to
the repayment date, to the undersigned, at
--------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office, or at such other place or places of which the Company shall from
time to time notify the Holder of this Note, not more than 60 nor less than 30
days prior to an Optional Repayment Date, if any, shown on the face of this
Note, this Note with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be $1,000 or an integral multiple thereof) of the Notes to be
issued to the Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid).
$ -------------------------------
-------------------------- NOTICE: The signature on this
Date Option to Elect Repayment must
---------------------- correspond with the name as
written upon the face of this
Note in every particular,
without alteration or
enlargement or any change
whatever.
24
ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto (insert Taxpayer Identification No.)
-------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(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:
----------------------- -------------------------------------------
NOTICE: The signature of the registered Holder 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 whatsoever.
25
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
UNIF GIFT MIN ACT--................Custodian..........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above list.
26
MULTI-CURRENCY FIXED RATE MEDIUM-TERM NOTE
REGISTERED CUSIP NO. PRINCIPAL AMOUNT
No. MCFX___
COLGATE-PALMOLIVE COMPANY
MEDIUM-TERM NOTE
(Multi-Currency Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
INTEREST PAYMENT DATE:
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
OPTIONAL REPAYMENT DATE(S):
SPECIFIED CURRENCY:
DAY COUNT CONVENTION
[ ] 30/360 FOR THE PERIOD FROM TO .
[ ] ACTUAL/360 FOR THE PERIOD FROM TO .
[ ] ACTUAL/ACTUAL FOR THE PERIOD FROM TO .
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT:
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
CONVERSION INTO U.S. DOLLARS:
[ ] PRESUMPTION YES
[ ] PRESUMPTION NO
[ ] NO
OTHER PROVISIONS:
COLGATE-PALMOLIVE COMPANY, a Delaware corporation ("Issuer" or the
"Company," which terms include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
, or registered assigns, the principal sum of
on the Stated Maturity Date specified above (except to the extent redeemed or
repaid prior to the Stated Maturity Date), and to pay interest thereon at the
Interest Rate per annum specified above, until the principal hereof is paid or
duly made available for payment. Reference herein to "this Note", "hereof",
"herein" and comparable terms shall include an Addendum hereto if an Addendum is
specified above.
The Company will pay interest on each Interest Payment Date specified
above, commencing on the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Stated Maturity Date or any
Redemption Date or Optional Repayment Date (as defined below) (the date of each
such Stated Maturity Date, Redemption Date and Optional Repayment Date and the
date on which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Indenture being referred to
hereinafter as a "Maturity" with respect to principal payable on such date);
provided, however, that if the Original Issue Date is between a Regular Record
- -------- -------
Date (as defined below) and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date succeeding the
Original Issue Date. Except as provided above, interest payments will be made on
the Interest Payment Dates shown above. Unless otherwise specified above, the
"Regular Record Date" shall be the date 15 calendar days (whether or not a
Business Day) prior to the applicable Interest Payment Date. Interest on this
Note will accrue from and including the most recent Interest Payment Date to
which interest has been paid or duly provided for or, if no interest has been
paid, from the Original Issue Date specified above, to, but excluding such
Interest Payment Date or Maturity, as the case may be. If the Maturity or an
Interest Payment Date falls on a day which is not
2
a Business Day as defined below, the payment due on such Maturity or Interest
Payment Date will be paid on the next succeeding Business Day with the same
force and effect as if made on such Maturity or Interest Payment Date, as the
case may be, and no interest shall accrue with respect to such payment for the
period from and after such Maturity or Interest Payment Date. The interest so
payable and punctually paid or duly provided for on any Interest Payment Date
will as provided in the Indenture be paid to the Person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such Interest Payment Date. Any such interest
which is payable, but not punctually paid or duly provided for on any Interest
Payment Date (herein called "Defaulted Interest"), shall forthwith cease to be
payable to the registered Holder on such Regular Record Date, and may be paid to
the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to the Holder of this Note not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner, all as more
fully provided in the Indenture.
As more fully provided below, the principal of, and premium, if any,
and interest on this Note are payable by the Company in the Specified Currency,
subject to conversion into U.S. dollars on behalf of the Holder hereof to the
extent provided below. Upon presentation and surrender of this Note at Maturity
at the Office or Agency of the Company maintained by the Company for such
purpose, payment of the principal, premium, if any, and interest due at Maturity
will be made in immediately available funds, or if such payment is to be made in
the Specified Currency as provided below, by wire transfer to an account
maintained by the Holder hereof in the country of the Specified Currency shown
above (the "Holder's Overseas Account"), as designated by the Holder of this
Note by written notice to the Trustee not less than 15 days prior to Maturity.
As more fully provided below, if payment of interest on this Note is to be made
in U.S. dollars, payment of interest on any Interest Payment Date other than at
Maturity will be made at the Office or Agency of the Company maintained by the
Company for such purpose; provided, however, that at the option of the Company,
-------- -------
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or, if
such payment is to be made in the Specified Currency as provided below, by wire
transfer to the Holder's Overseas Account. Notwithstanding the above, AT THE
OPTION OF THE COMPANY, a Holder of the equivalent of $5,000,000 or more
(determined on the basis of the Market Exchange Rate, as defined below, on the
Business Day immediately preceding the Original Issue Date) in aggregate
principal amount of Notes having the same Interest Payment Dates may be entitled
to receive payments of principal of, premium, if any, and interest on such Note
or Notes by wire transfer of immediately available funds to such
3
account of such bank as the registered Holder hereof shall have designated if
appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 days prior to the applicable payment date; and
provided, further, that such bank has appropriate facilities therefor.
- -------- -------
Notwithstanding the above, in any case where wire transfer facilities for the
making of any payment shall not be reasonably available to the Trustee, such
payment shall be made by check and mailed to the Holder hereof at such address
as shall appear on the Security Register maintained by the Trustee.
All payments on this Note on any Interest Payment Date or Maturity will
be made in the Specified Currency set forth above, except as otherwise
hereinafter provided.
Unless the certificate of authentication hereon has been executed by or
on behalf of The Bank of New York, the Trustee for this Note under the
Indenture, or its successor thereunder, by the manual signature of one of its
authorized signatories, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized series of securities (hereinafter
called the "Securities") of the Company designated as its Medium-Term Notes (the
"Notes"). The Notes are issued and to be issued under an Indenture dated as of
November 15, 1992 (herein called the "Indenture") between the Company and The
Bank of New York, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights thereunder of
the Company, the Trustee (as defined below) and the Holders of the Notes and the
terms upon which the Notes are to be authenticated and delivered. The Bank of
New York shall act as Trustee with respect to the Notes (herein called the
"Trustee", which term includes any successor Trustee with respect to the Notes,
under the Indenture). The terms of individual Notes may vary with respect to
interest rates or interest rate formulas, issue dates, maturity, redemption,
repayment, currency of payment and otherwise.
This Note is not subject to any sinking fund and, unless otherwise
provided above in accordance with the provisions of the following paragraphs, is
not redeemable or repayable prior to the Stated Maturity Date.
If so provided above,this Note may be redeemed by the Company on any
date on and after the Initial Redemption Date, if any, specified above. If no
Initial Redemption Date is set forth above, this Note may not be redeemed prior
to the Stated Maturity Date. On and after the Initial Redemption Date, if any,
this Note may be redeemed at any time in whole or from time to time in part in
increments of 1,000 units of the Specified Currency (provided that any remaining
principal hereof shall be at least 100,000 units of the Specified Currency,
unless the Specified Currency is U.S. dollars, in which case any remaining
principal
4
hereof shall be at least $1,000) at the option of the Company at the applicable
Redemption Price (as defined below), together with accrued interest hereon at
the applicable rate payable to the date of redemption (each such date, a
"Redemption Date"), on written notice given not more than 60 nor less than 30
days prior to the Redemption Date. In the event of redemption of this Note in
part only, a new Note for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall
initially be the Initial Redemption Percentage, specified above, of the
principal amount of this Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date, shown above, by the Annual
Redemption Percentage Reduction, if any, specified above hereof, of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.
This Note may be subject to repayment at the option of the Holder on
any Optional Repayment Date(s), if any, indicated above. If no Optional
Repayment Date(s) are set forth above, this Note may not be so repaid at the
option of the Holder hereof prior to the Stated Maturity Date. On any Optional
Repayment Date, this Note shall be repayable in whole or in part in increments
of 1,000 units of the Specified Currency (provided that any remaining principal
hereof shall be at least 100,000 units of the Specified Currency, unless the
Specified Currency is U.S. dollars, in which case any remaining principal hereof
shall be at least $1,000) at the option of the Holder hereof at a repayment
price equal to 100% of the principal amount to be repaid, together with interest
thereon payable to the date of repayment. For this Note to be repaid in whole or
in part at the option of the Holder hereof, this Note must be received, with the
form entitled "Option to Elect Repayment" below duly completed, by the Trustee
at its Corporate Trust Office, or such address which the Company shall from time
to time notify the Holders of the Notes, not more than 60 nor less than 30 days
prior to the related Optional Repayment Date. Exercise of such repayment option
by the Holder hereof shall be irrevocable.
Interest payments for this Note shall be computed and paid on the basis
of a 360-day year of twelve 30-day months if the Day Count Convention specified
above is "30/360" for the period specified thereunder, on the basis of the
actual number of days in the related month and a 360-day year if the Day Count
Convention specified above is "Actual/360" for the period specified thereunder
or on the basis of the actual number of days in the related year and month if
the Day Count Convention specified above is "Actual/Actual" for the period
specified thereunder.
Any provision contained herein with respect to the calculation of the
rate of interest applicable to this Note, its
5
payment dates or any other matter relating hereto may be modified as specified
in an Addendum relating hereto if so specified above.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
adversely affected thereby at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of each series adversely affected thereby. The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. 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 herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this Note.
If the box marked "Presumption Yes" following the term "Conversion into
U.S. Dollars" set forth above has been checked, the Company or its agent will
convert all payments of the principal of, premium, if any, and interest on this
Note to U.S. dollars unless the Holder hereof elects to receive such payments in
the Specified Currency as described below. If the box marked "Presumption No"
following the term "Conversion into U.S. Dollars" set forth above has been
checked, the Holder of this Note will receive all payments of the principal of,
premium, if any, and interest on this Note in the Specified Currency unless the
Holder of this Note elects to receive such payments in U.S.
dollars as described below.
Except as set forth below, if the principal of, or interest on, this
Note is payable in a Specified Currency other than U.S. dollars and such
Specified Currency is not available to the Company for making payments thereof
due to the imposition of exchange controls or other circumstances beyond the
control of the Company or is no longer used by the government of the country
issuing such currency or for the settlement of transactions by public
institutions within the international banking community, then the Company will
be entitled to satisfy its obligations to the Holder of this Note by making such
payments in U.S. dollars on the basis of the Market Exchange Rate on the date of
such payment or, if the Market Exchange Rate is not available on such
6
date, as of the most recent practicable date. 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.
Except as otherwise provided herein, if either the box marked
"Presumption Yes" or the box marked "Presumption No" is marked above, the Holder
hereof may subsequent to the issuance hereof request that future payments of
principal hereof, and premium, if any, and interest hereon, be converted, or not
be converted, as the case may be, to U.S. dollars by transmitting a written
request for such payments to the Trustee at its Corporate Trust Office in The
City of New York on or prior to the Regular Record Date or not less than 15 days
prior to Maturity. Such request shall include appropriate payment instructions
and shall be in writing (mailed or hand delivered) or by facsimile transmission.
The Holder of this Note may elect to receive all future payments of principal,
premium, if any, and interest in either the Specified Currency set forth above
or in U.S. dollars, as specified in the written request, and need not file a
separate election for such payment. Such election will remain in effect until
revoked by written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the Regular Record
Date or not less than 15 days prior to Maturity. If the Holder hereof has not
made the election described above, payment in respect of this Note shall be made
in U.S. dollars based upon the Market Exchange Rate as described above.
If the box marked "No" following the term "Conversion into U.S.
Dollars" set forth above has been checked, the Holder hereof will receive all
payments of the principal of, and premium, if any, and interest on this Note
only in the Specified Currency subject to the provisions set forth below, and
the Holder hereof may not subsequent to the issuance hereof request that future
payments of principal hereof, and premium, if any, and interest hereon, be
converted to U.S. dollars.
If payment in respect of this Note is required to be made in European
Currency Units ("ECU") and ECUs are not available to the Company for making
payments thereof on this Note due to the imposition of exchange controls or
other circumstances beyond the Company's control or are no longer used in the
European Monetary System, then all payments in respect of this Note shall be
made in U.S. dollars until ECUs are again available or so used. The amount of
each payment in U.S. dollars shall be computed on the basis of the equivalent of
the ECU in U.S. dollars, determined as described below, as of the second
Business Day prior to the date on which such payment is due.
The equivalent of the ECU in U.S. dollars as of any date shall be
determined by the Company or its agent on the following basis. The component
currencies of the ECU for this purpose (the "Components") shall be the currency
amounts that were components
7
of the ECU as of the last date on which the ECU was used in the
European Monetary System. The equivalent of the ECU in U.S.
dollars shall be calculated by aggregating the U.S. dollar
equivalents of the Components. The U.S. dollar equivalent of
each of the Components shall be determined by the Company or such
agent on the basis of the most recently available Market Exchange
Rates for such Components.
If the official unit of any Component is altered by way of combination
or subdivision, the number of units of that currency as a Component shall be
divided or multiplied in the same proportion. If two or more Components are
consolidated into a single currency, the amounts of those currencies as
Components 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 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, each of which shall be equal to the amount of the
original component currency separated into the number of currencies into which
such original currency was divided.
All determinations referred to above made by the Company or its agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on Holders of Notes.
In order for the Holder of this Note (who, either by the terms of this
Note or pursuant to an election of the Holder hereof, shall have the right to
receive wire transfer payments) to receive payments of interest, premium, if
any, and principal in the Specified Currency by wire transfer, the Holder of
this Note must designate an appropriate account with a bank located in the
country of the Specified Currency shown above that has appropriate facilities
therefor. Such designation shall be made by filing the appropriate information
with the Trustee at its Corporate Trust Office in The City of New York on or
prior to the Regular Record Date or not less than 15 days prior to Maturity. The
Trustee will, subject to applicable laws and regulations and until it receives
notice to the contrary, make such payment and all succeeding payments to the
Holder of this Note by wire transfer to the designated account, provided that
the bank has the appropriate facilities therefor. If a payment cannot be made by
wire transfer because the required information has not been received by the
Trustee on or before the requisite date, payment will be made by check in U.S.
dollars mailed to the Holder of this Note at such address as shall appear in the
Security Register.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the time, place and rate, and in the coin or currency, herein prescribed.
8
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security Register
of the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or by its attorney duly authorized in writing, and thereupon
one or more new Notes of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of 100,000 units of the Specified Currency and integral multiples
of 1,000 units of the Specified Currency in excess thereof, unless the Specified
Currency is U.S. dollars, in which case the Notes will be issuable in registered
form without coupons in denominations of $1,000 and integral multiples thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, the Notes are exchangeable for a like aggregate principal amount of Notes
as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
As used herein:
the term "Business Day" means any day, other than a Saturday
or Sunday, that is neither a legal holiday nor a day on which banking
institutions are generally authorized or obligated by law or executive
order to close in The City of New York or the city which is the
Principal Financial Center of the country of the Specified Currency
and, if the Specified Currency is ECU, that does not appear as an ECU
non-settlement day on the display designated as "ISDE" on the Reuter
Monitor Money Rates Service (or a day so
9
designated by the ECU Banking Association) or, if ECU non- settlement
days do not appear on that page (and are not so designated), is not a
day on whch payments in ECU cannot be settled in the international
interbank market;
the term "Market Exchange Rate" means the noon U.S. dollar
buying rate in The City of New York for cable transfers as certified
for customs purposes by the Federal Reserve Bank of New York; provided,
however, in the case of ECUs, the Market Exchange Rate shall be the
rate of exchange determined by the Commission of the European
Communities (or any successor thereto) as published in the Official
Journal of the European Communities, or any successor publication; and
the term "Principal Financial Center" shall be the city
indicated as follows:
Principal Financial
Specified Currency Center
----------------- -------------------
U.S. dollars New York City
Australian dollars Sydney
Canadian dollars Toronto
European Currency Units Brussels
French francs Paris
Deutsche marks Frankfurt
Italian lire Milan
Dutch guilders Amsterdam
New Zealand dollars Wellington
Swiss francs Geneva
British Pound Sterling London
Japanese Yen Tokyo
With respect to all other foreign currencies, the "Principal Financial
Center" shall be the capital city of the country of such Specified
Currency.
10
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its corporate
seal to be imprinted hereon.
COLGATE-PALMOLIVE COMPANY
[FACSIMILE OF SEAL]
By:
-----------------------
Name:
Title:
Attest:
By:-----------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities
of the series designated therein
referred to in the within-mentioned
Indenture.
The Bank of New York,
as Trustee
By: Dated:
----------------------- ----------------
Authorized Signatory
11
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to the principal amount hereof together with interest to
the repayment date, to the undersigned, at
--------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office, or at such other place or places of which the Company shall from
time to time notify the Holder of this Note, not more than 60 nor less than 30
days prior to an Optional Repayment Date, if any, shown on the face of this
Note, this Note with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of 1,000 units of the
Specified Currency which the Holder elects to have repaid and specify the
denomination or denominations (which shall be 100,000 units of the Specified
Currency or an integral multiple of the Specified Currency in excess thereof,
unless the Specified Currency is U.S. dollars, in which case the denomination or
denominations shall be $1,000 or an integral multiple thereof) of the Notes to
be issued to the Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid).
- ----------------------------- ------------------------------
NOTICE: The signature on this
Date: Option to Elect Repayment must
---------------------- correspond with the name as
written upon the face of this
Note in every particular,
without alteration or
enlargement or any change
whatever.
12
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto (insert Taxpayer Identification No.)
-------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(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:--------------------------- --------------------------------------------
NOTICE: The signature of the registered Holder 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 whatsoever.
13
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
UNIF GIFT MIN ACT--................Custodian..........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above list.
14