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EXHIBIT 4(t)
Form of Permanent Global Registered Floating Rate Note
THIS NOTE IS A GLOBAL NOTE ("GLOBAL NOTE")WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE
FOR DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TO AMERICAN EXPRESS CREDIT CORPORATION OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY 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.
AMERICAN EXPRESS CREDIT CORPORATION
Medium-Term Senior Notes, Series B
Due Nine Months or More from the Date of Issue
(Floating or Indexed Rate)
REGISTERED CUSIP NO. ____________
No. FLR _____
Issue Price: Principal Amount:
Original Issue Date: Stated Maturity:
Initial Interest Rate: Interest Payment Period:
Interest Rate Basis: Interest Payment Dates:
Interest Reset Period: Interest Reset Dates:
Spread: Spread Multiplier:
Maximum Interest Rate: Minimum Interest Rate:
Authorized Denominations (if other than as set forth Specified Currency (if other than U.S. dollars):
in the Prospectus Supplement):
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Indexed Principal Note: (If yes, see attached) Indexed Interest Rate: (if yes, see attached)
Index Maturity:
Amortizing Note: Amortizing Schedule:
Repayment Terms: Repayment Dates:
Redemption Terms: Redemption Dates:
Calculation Agent:
AMERICAN EXPRESS CREDIT CORPORATION, a corporation duly
organized and existing under the laws of the State of Delaware (herein referred
to as the "Company") for value received hereby promises to pay CEDE & CO. or
registered assigns, (a) the Principal Amount or, in the case of an Indexed
Principal Note, the face amount adjusted by reference to prices, changes in
prices, or differences between prices, of securities, currencies, intangibles,
goods, articles or commodities or by such other objective price, economic or
other measures (an "Index") as described above or in the applicable pricing
supplement, in the Specified Currency on the Stated Maturity date shown above,
or earlier if and to the extent so provided herein, and (b) accrued interest on
the Principal Amount then outstanding (or, in the case of an Indexed Principal
Note, the face amount then outstanding): (i) at the Initial Interest Rate shown
above from the Original Issue Date shown above, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, on the
Interest Payment Dates stated above, until the first Interest Reset Date shown
above following the Original Issue Date and thereafter at the Interest Rate
Basis shown above, adjusted by the Spread or Spread Multiplier, if any, shown
above, determined in accordance with the provisions hereof, until the principal
thereof is paid or made available for payment; (ii) if this is an Indexed Rate
Note, at a rate determined by reference to an Index as described herein.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and in any applicable pricing supplement attached
hereto or delivered herewith, and such further provisions shall for all purposes
have the same effect as if fully set forth in this place.
This Note shall not become valid or obligatory for any purpose unless
and until the certificate of authentication hereon shall have been executed by
the Trustee, or its successor, under the Indenture referred to herein.
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IN WITNESS WHEREOF, American Express Credit Corporation has caused this
Global Note to be duly executed under its corporate seal.
Dated:
AMERICAN EXPRESS CREDIT CORPORATION
By
----------------------------------------------------
Authorized Officer
Attest
------------------------------------------------
Stephen P. Norman
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities issued under the
within-mentioned Indenture.
Dated:
BANK ONE TRUST COMPANY, N.A.
By
-------------------------------------------
Authorized Signatory
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REVERSE OF GLOBAL FLOATING RATE NOTE
This Note is one of a series of duly authorized debentures, notes or
other evidences of indebtedness (hereinafter called the "Securities") of the
Company, all such Securities issued and to be issued under an indenture dated as
of September 1, 1987, between the Company and Bank America National Trust
Company (as successor to Security Pacific National Trust Company (New York)), as
trustee, as supplemented by a First Supplemental Indenture, dated as of November
1, 1987, between the Company and Bank of Montreal Trust Company, as trustee, a
Second Supplemental Indenture, dated as of January 15, 1988, between the Company
and Fleet Bank N.A. (as successor to The First National Bank of Boston), as
trustee, a Third Supplemental Indenture, dated as of April 1, 1988, between the
Company and The Chase Manhattan Bank (as successor to Manufacturers Hanover
Trust Company), as trustee, a Fourth Supplemental Indenture, dated as of May 1,
1988, between the Company and Trust Company Bank, as trustee, a Fifth
Supplemental Indenture, dated as of March 28, 1989, between the Company and The
Bank of New York, as trustee, a Sixth Supplemental Indenture, dated as of May 1,
1989, between the Company and Bank of Montreal Trust Company, as trustee, a
Seventh Supplemental Indenture, dated as of July 28, 1995, between the Company
and The Chase Manhattan Bank, as trustee, and an Eighth Supplemental Indenture,
dated as of December 21, 2001, between the Company and Bank One Trust Company,
N.A., as trustee (as supplemented, hereinafter called the "Indenture"), pursuant
to which the Company has designated Bank One Trust Company, N.A. as trustee for
the Notes (the "Trustee"), to which Indenture reference is hereby made for a
statement of the rights, obligations, duties and immunities of the Trustee for
each series of Securities and of the Company, and the terms upon which the
Securities are and are to be authenticated and delivered. As provided in the
Indenture, the Securities may be issued in one or more series, which different
series may be issued in various aggregate Principal Amounts, may be denominated
in currencies other than U.S. Dollars (including composite currencies), may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption or repurchase provisions, if any, may be subject
to different sinking, purchase or analogous funds, if any, may be subject to
different covenants and Events of Default and may otherwise vary as in the
Indenture provided or permitted. This Note is one of a series of the Securities
designated as Medium-Term Senior Notes, Series B (Floating or Indexed Rate
Notes) (the "Notes").
Payment of the principal of, and interest on, this Note will be made in
immediately available funds at the office or agency of the Trustee maintained
for that purpose in the Borough of Manhattan, The City of New York, State of New
York, in such coin or currency of the United States of America or other currency
or composite currency as specified on the face of this Note or in the applicable
pricing supplement, as at the time of payment shall be legal tender for payment
of public and private debts; provided, however, that at the option of the
Company payment of interest on any Notes issued in definitive form other than
interest due at the Stated Maturity (as defined below) as specified on the face
of this Note may be made by check mailed to the address of the person entitled
thereto as such address shall appear in the Securities Register. Payment of
interest will be made to the person in whose name this Note is registered at the
close of business on the fifteenth day (whether or not a Business Day) prior to
any Interest Payment Date (the "Regular Record Date"). However, payment of
interest at the date on which the principal of this Note becomes due and
payable, whether at the Stated Maturity or by declaration of acceleration
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or otherwise (the "Maturity") will be made to the person to whom the Company
pays the principal. The first payment of interest on any Note originally issued
between a Regular Record Date and an Interest Payment Date will be made on the
Interest Payment Date following the next succeeding Regular Record Date to the
registered owner on such next Regular Record Date. Unless an Event of Default
with respect to the Notes shall have occurred and be continuing or as otherwise
set forth in the Indenture, Notes in definitive form will not be issued.
Payment of Interest
The interest rate on this Note will be equal to either (1) the interest
rate calculated by reference to the Interest Rate Basis (as specified on the
face of this Note ) plus or minus the Spread, if any, as specified on the face
of this Note or (2) the interest rate calculated by reference to the Interest
Rate Basis as specified on the face of this Note multiplied by the Spread
Multiplier, if any as specified on the face of this Note.
Except as provided below, the "Interest Payment Dates" for the Notes
will be:
o in the case of Notes with a weekly Interest Reset Date (as
defined below) on the third Wednesday of each month or on the
third Wednesday of March, June, September and December;
o in the case of Notes with a monthly Interest Reset Date, on the
third Wednesday of each month or on the third Wednesday of March,
June, September and December of each year, as specified on the
face of this Note;
o in the case of Notes with a quarterly Interest Reset Date, on the
third Wednesday of March, June, September and December of each
year;
o in the case of Notes with a semi-annual Interest Reset Date, on
the third Wednesday of two months of each year, as specified on
the face of this Note; and
o in the case of Notes with an annual Interest Reset Date, on the
third Wednesday of one month of each year, as specified on the
face of this Note.
If any Interest Payment Date for this Note would otherwise be a day
that is not a Business Day for this Note, the Interest Payment Date for this
Note shall be postponed to the next day that is a Business Day for this Note,
except that in the case of a LIBOR Note or a EURIBOR Note, if such day falls in
the next calendar month, the Interest Payment Date shall be the preceding day
that is a Business Day.
As used in this Note, "Business Day" means:
o with respect to any payment, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking
institutions in the Borough of Manhattan, The City of New York,
are authorized or required by law or executive order to close;
o when used for any other purpose, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking
institutions in the Borough of Manhattan,
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The City of New York, or in the city in which the Corporate Trust
Office of the Trustee is located, are authorized or required by
law or executive order to close;
o for Notes based on LIBOR (as described below) only, such day
shall be any day on which dealings in deposits in U.S. dollars
are transacted in the London interbank market;
o for Notes based on EURIBOR (as described below) only, such day
shall be any day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer system is open; and
o for Notes having a Specified Currency other than U.S. dollars
only, any day that, in the capital city of the country issuing
the Specified Currency, except for Australian dollars, Canadian
dollars, Deutsche marks, Dutch guilders, Italian lire and Swiss
francs, which will be based on the cities of Sydney, Toronto,
Frankfurt, Amsterdam, Milan and Zurich, respectively, is not a
day on which banking institutions are authorized or obligated to
close.
The rate of interest on this Note will be reset on the Interest Reset
Date that will be weekly, monthly, quarterly, semi-annually or annually, as
specified on the face of this Note.
The "Interest Reset Date" will be:
o in the case of Notes (other than Treasury Rate Notes) that reset
weekly, the Wednesday of each week;
o in the case of Treasury Rate Notes that reset weekly, the Tuesday
of each week;
o in the case of Notes that reset monthly, the third Wednesday of
each month;
o in the case of Notes that reset quarterly, the third Wednesday of
March, June, September and December;
o in the case of Notes that reset semi-annually, the third
Wednesday of two months of each year, as specified on the face of
this Note; and
o in the case of Notes that reset annually, the third Wednesday of
one month of each year, as specified on the face of this Note.
However, in each case, (1) the interest rate in effect from the date of
issue to the first Interest Reset Date with respect to this Note will be the
Initial Interest Rate set forth on the face of this Note and (2) the interest
rate in effect for the ten days immediately prior to Maturity, if applicable,
will be the rate in effect on the tenth day preceding such Maturity. If any
Interest Reset Date for this Note would otherwise be a day that is not a
Business Day for this Note, the Interest Reset Date for this Note shall be
postponed to the next day that is a Business Day for this Note, except that in
the case of a LIBOR Note or a EURIBOR Note, if such Business Day is in the next
succeeding calendar month, the Interest Reset Date shall be the immediately
preceding Business Day.
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The interest rate applicable to each interest accrual period beginning
on an Interest Reset Date will be the rate determined on the Calculation Date
(as defined below), if any, by reference to the Interest Determination Date.
"Calculation Date" means the date, if any, on which the Calculation Agent (as
defined below) is to calculate an interest rate for this Note. The Calculation
Date shall be the tenth calendar day after the related Interest Determination
Date for this Note or if such day is not a Business Day, the next succeeding
Business Day, unless otherwise specified on the face of this Note. "Calculation
Agent" means the agent appointed by the Company to calculate interest rates on
this Note as specified on the face of this Note.
The "Interest Determination Date" pertaining to an Interest Reset
Date will be:
o the second Business Day preceding such Interest Reset Date for
(1) a Commercial Paper Rate Note, (2) a Federal Funds Rate Note,
(3) a CD Rate Note or (4) a Prime Rate Note.
o will be the second Business Day preceding such Interest Reset
Date for a LIBOR Note or a EURIBOR Note.
o will be the day of the week in which such Interest Reset Date
falls on which Treasury bills would normally be auctioned for a
Treasury Rate.
Treasury bills are usually sold at auction on Monday of each week,
unless that day is a legal holiday, in which case the auction is usually held on
the following Tuesday, except that such auction may be held on the preceding
Friday. If, as the result of a legal holiday, an auction is held on the
preceding Friday, such Friday will be the treasury Interest Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding week. If
an auction date shall fall on any Interest Reset Date for a Treasury Rate note,
then such Interest Reset Date shall instead be the first Business Day
immediately following such auction date.
Unless otherwise specified on the face of this Note or in the
applicable pricing supplement, the interest payable on each Interest Payment
Date or at Maturity for this Note will be the amount of interest accrued from
and including the Original Issue Date or from and including the last Interest
Payment Date to which interest has been paid, as the case may be, to, but
excluding, such Interest Payment Date or the date of Maturity, as the case may
be. However, in the case of this Note on which interest is reset weekly,
interest payable on each Interest Payment Date will be the amount of interest
accrued from and including the Original Issue Date or from and excluding the
last date to which interest has been paid, as the case may be, to, and
including, the Regular Record Date immediately preceding such Interest Payment
Date, except that at Maturity the interest payable will include interest accrued
to, but excluding, the date of Maturity.
Accrued interest from the date of issue or from the last date to which
interest has been paid is calculated by multiplying the face amount of this Note
by an accrued interest factor. This accrued interest factor is computed by
adding the interest factors calculated for each day from the date of issue or
from the last date to which interest has been paid, to the date for which
accrued interest is being calculated. The interest factor (expressed as a
decimal rounded to the nearest one hundred-thousandth of a percentage point
(e.g., 9.876544% and 9.876545% being rounded to
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9.87654% and 9.87655%, respectively)) for each such day is computed by dividing
the interest rate (expressed as a decimal rounded to the nearest one
hundred-thousandth of a percentage point) applicable to such date by 360, in the
case of Commercial Paper Rate Notes, Federal Funds Rate Notes, CD Rate Notes,
LIBOR Notes, EURIBOR Notes and Prime Rate Notes, or by the actual number of days
in the year, in the case of Treasury Rate Notes. All dollar amounts used in or
resulting from calculations on this Note will be rounded to the nearest cent
with one half cent being rounded upward.
The Calculation Agent will, upon the request of the holder of this
Note, provide the interest rate then in effect and, if determined, the interest
rate which will become effective as a result of a determination made on the most
recent Interest Determination Date with respect to this Note.
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.
Determination of Commercial Paper Rate
If the Interest Rate Basis specified on the face of this Note is
Commercial Paper Rate, this Note will bear interest for each Interest Reset
Period at an interest rate calculated with reference to the Commercial Paper
Rate and the Spread or Spread Multiplier, if any, specified on the face of this
Note.
Unless the Company indicates otherwise in the applicable pricing
supplement, the "Commercial Paper Rate" for any Interest Determination Date will
be the Money Market Yield (calculated as described below) of the rate on that
date for commercial paper having the Index Maturity as specified on the face of
this Note as such rate is published by the Board of Governors of the Federal
Reserve System in "Statistical Release H.15(519), Selected Interest Rates" or
any successor publication of the Board of Governors of the Federal Reserve
System ("H.15(519)") under the heading "Commercial Paper--Nonfinancial".
The following procedures will be followed if the Commercial Paper Rate
cannot be determined as described above:
o In the event that such rate is not published by 9:00 a.m., New
York City time, on the applicable Calculation Date, then the
Commercial Paper Rate shall be the Money Market Yield of the rate
on such date for commercial paper having the Index Maturity as
specified on the face of this Note or designated in the
applicable pricing supplement as published in the daily update of
H.15(519), available through the worldwide website of the Board
of Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h15/update, or any successor
site or publication ("H.15 Daily Update") under the heading
"Commercial Paper--Nonfinancial."
o If by 3:00 p.m., New York City time, on such Calculation Date
such rate is not yet published in H.15 Daily Update, then the
Commercial Paper Rate for such Interest Determination Date shall
be calculated by the Calculation Agent and shall be the Money
Market Yield of the arithmetic mean (each as rounded to the
nearest one
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hundred-thousandth of a percentage point) of the offered rates of
three leading dealers of commercial paper in The City of New York
selected by the Calculation Agent as of 11:00 a.m., New York City
time, on such date, for commercial paper having the Index
Maturity as specified on the face of this Note or designated in
the applicable pricing supplement placed for an industrial issuer
whose bond rating is "AA", or the equivalent, from a nationally
recognized securities rating agency.
o If the dealers selected by the Calculation Agent are not quoting
as mentioned in the previous sentence, the Commercial Paper Rate
with respect to such Interest Determination Date will be the
Commercial Paper Rate in effect on such date.
The "Money Market Yield" will be a yield (expressed as a percentage
rounded 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 annual rate for the 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 Federal Funds Rate
If the Interest Rate Basis specified on the face of this Note is
Federal Funds Rate, this Note will bear interest for each Interest Reset Period
at an interest rate calculated with reference to the Federal Funds Rate and the
Spread or Spread Multiplier, if any, specified on the face of this Note.
Unless the Company indicates otherwise in the applicable pricing
supplement, the "Federal Funds Rate" for any Interest Determination Date will be
the rate on that date for federal funds as published in H.15(519) under the
heading "Federal Funds (Effective)".
The following procedures will be followed if the Federal Funds Rate
cannot be determined as described above:
o If that rate is not published by 9:00 a.m., New York City time,
on the applicable Calculation Date, the Federal Funds Rate will
be the rate on such Interest Determination Date as published in
H.15 Daily Update under the heading "Federal Funds/Effective".
o If such rate is not yet published by 3:00 p.m., New York City
time, on the applicable Calculation Date, then the Federal Funds
Rate for such Interest Determination Date will be calculated by
the Calculation Agent and will be the arithmetic mean (rounded to
the nearest one hundred-thousandth of a percentage point) of the
rates as of 11:00 a.m., New York City time, on such date for the
last transaction in overnight federal
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funds arranged by three leading brokers of federal funds
transactions in The City of New York selected by the Calculation
Agent.
o If the brokers selected by the Calculation Agent are not quoting
as mentioned in the previous sentence, the Federal Funds Rate
with respect to such Interest Determination Date will be the
Federal Funds Rate in effect on such date.
Determination of CD Rate
If the Interest Rate Basis specified on the face of this Note is CD
Rate, this Note will bear interest for each Interest Reset Period at an interest
rate calculated with reference to the CD Rate and the Spread or Spread
Multiplier, if any, specified on the face of this Note.
Unless the Company indicates otherwise in the applicable pricing
supplement, the CD Rate for any Interest Determination Date will be the rate on
that date for negotiable certificates of deposit having the Index Maturity as
specified on the face of this Note or designated in the applicable pricing
supplement as published in H.15(519) under the heading "CDs (Secondary Market)".
The following procedures will be followed if the CD Rate cannot be
determined as described above:
o If that rate is not published by 9:00 a.m., New York City time,
on the applicable Calculation Date, the CD Rate will be the rate
on such Interest Determination Date for negotiable certificates
of deposit of the Index Maturity as specified on the face of this
Note or designated in the applicable pricing supplement as
published in H.15 Daily Update under the caption "CDs (secondary
market)."
o If such rate is not published by 3:00 p.m., New York City time,
on such Calculation Date, then the CD Rate on such Interest
Determination Date will be calculated by the Calculation Agent
and will be the arithmetic mean (each as rounded to the nearest
one hundred-thousandth of a percentage point) of the secondary
market offered rates as of the opening of business, New York City
time, on such date, of three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in The City of New
York selected by the Calculation Agent for negotiable
certificates of deposit of major United States money market banks
of the highest credit standing (in the market for negotiable
certificates of deposit) with a remaining Maturity closest to the
Index Maturity as specified on the face of this Note or
designated in the applicable pricing supplement in a denomination
of $5,000,000.
o If the dealers selected by the Calculation Agent are not quoting
as mentioned in the previous sentence, the CD Rate with respect
to such Interest Determination Date will be the CD Rate in effect
on such date.
Determination of LIBOR
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If the Interest Rate Basis specified on the face of this Note is LIBOR,
this Note will bear interest for each Interest Reset Period at an interest rate
calculated with reference to LIBOR and the Spread or Spread Multiplier, if any,
specified on the face of this Note.
LIBOR will be determined by the Calculation Agent in accordance with
the following provisions in the order set forth below:
o On each Interest Determination Date, LIBOR will be determined on
the basis of the offered rates for deposits in U.S. dollars
having the Index Maturity as specified on the face of this Note
or designated in the applicable pricing supplement, commencing on
the second Business Day immediately following such Interest
Determination Date, which appear on the Reuters Screen LIBOR Page
as of 11:00 a.m., London time, on such Interest Determination
Date. If at least two such offered rates appear on the Reuters
Screen LIBOR Page, the rate will be the arithmetic mean (rounded
to the nearest one hundred-thousandth of a percentage point) of
those offered rates as determined by the Calculation Agent. If
fewer than two offered rates appear, LIBOR for such Interest
Determination Date will be determined as if the parties had
specified the rate described in the following bullet points.
o On any Interest Determination Date on which fewer than two
offered rates appear on the Reuters Screen LIBOR Page as
specified above, LIBOR will be determined on the basis of the
rates at which deposits in U.S. dollars are offered by four major
banks in the London interbank market selected by the Calculation
Agent at approximately 11:00 a.m., London time, on such Interest
Determination Date to prime banks in the London interbank market,
having the Index Maturity as specified on the face of this Note
or designated in the applicable pricing supplement, commencing on
the second Business Day immediately following such Interest
Determination Date and in a Principal Amount equal to an amount
of not less than U.S. $1,000,000 that is representative for a
single transaction in such market at such time. The Calculation
Agent will request the principal London office of each of those
four major banks to provide a quotation of its rate. If at least
two such quotations are provided, LIBOR in respect of such
Interest Determination Date will be the arithmetic mean (rounded
to the nearest one hundred-thousandth of a percentage point) of
such quotations.
o If fewer than two quotations are provided, LIBOR in respect of
such Interest Determination Date will be the arithmetic mean
(rounded to the nearest one hundred-thousandth of a percentage
point) of the rates quoted by three major banks in The City of
New York selected by the Calculation Agent at approximately 11:00
a.m., New York City time, on such Interest Determination Date for
loans in U.S. dollars to leading European banks, having the Index
Maturity as specified on the face of this Note or designated in
the applicable pricing supplement, such loans commencing on the
second Business Day immediately following such Interest
Determination Date and in a Principal Amount equal to an amount
of not less than U.S. $1,000,000 that is representative for a
single transaction in such market at such time.
o If the banks in The City of New York selected by the Calculation
Agent are not quoting as mentioned in the previous bullet point,
LIBOR with respect to such
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Interest Determination Date will be LIBOR in effect on such
Interest Determination Date.
"Reuters Screen LIBOR Page" means the display on the Reuters Monitor
Money Rates Service, or any successor service, for the purpose of displaying the
London interbank rates of major banks for U.S. dollar deposits.
Determination of EURIBOR
If the Interest Rate Basis specified on the face of this Note is
EURIBOR, this Note will bear interest for each Interest Reset Period at an
interest rate calculated with reference to EURIBOR and the Spread or Spread
Multiplier, if any, specified on the face of this Note.
The Calculation Agent will determine EURIBOR on each EURIBOR
Determination Date. The EURIBOR Determination Date is the second Business Day
prior to the Interest Reset Date for each Interest Reset Period.
On a EURIBOR Determination Date, the Calculation Agent will determine
EURIBOR for each Interest Reset Period as follows.
The Calculation Agent will determine the offered rates for deposits in
euros for the period of the Index Maturity as specified on the face of this Note
or in the applicable pricing supplement, commencing on the Interest Reset Date,
which appears on page 248 on the Bridge Telerate Service or any successor
service or any page that may replace page 248 on that service which is commonly
referred to as "Telerate Page 248" as of 11:00 a.m., Brussels time, on that
date.
If EURIBOR cannot be determined on a EURIBOR Determination Date as
described above, then the Calculation Agent will determine EURIBOR as follows:
o The Calculation Agent for the EURIBOR note will select four major
banks in the euro-zone interbank market.
o The Calculation Agent will request that the principal euro-zone
offices of those four selected banks provide their offered
quotations to prime banks in the euro-zone interbank market at
approximately 11:00 a.m., Brussels time, on the EURIBOR
Determination Date. These quotations shall be for deposits in
euros for the period of the specified Index Maturity, commencing
on the Interest Reset Date. Offered quotations must be based on a
Principal Amount equal to at least $1,000,000 or the approximate
equivalent in euros that is representative of a single
transaction in such market at that time.
(1) If two or more quotations are provided, EURIBOR for the Interest
Reset Period will be the arithmetic mean of those quotations.
(2) If less than two quotations are provided, the Calculation Agent
will select four major banks in the euro-zone and follow the
steps in the two bullet points below:
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o The Calculation Agent will then determine EURIBOR for the
Interest Reset Period as the arithmetic mean of rates quoted by
those four major banks in the euro-zone to leading European banks
at approximately 11:00 a.m., Brussels time, on the EURIBOR
Determination Date. The rates quoted will be for loans in euros,
for the period of the specified Index Maturity, commencing on the
Interest Reset Date. Rates quoted must be based on a Principal
Amount of at least $1,000,000 or the approximate equivalent in
euros that is representative of a single transaction in such
market at that time.
o If the banks so selected by the Calculation Agent are not quoting
rates as described above, EURIBOR for the Interest Reset Period
will be the same as for the immediately preceding Interest Reset
Period. If there was no preceding Interest Reset Period, EURIBOR
will be the Initial Interest Rate.
"Euro-zone" means the region comprised of member states of the European
Union that adopt the single currency in accordance with the Treaty establishing
the European Community, as amended by the Treaty on European Union.
Determination of Prime Rate
If the Interest Rate Basis specified on the face of this Note is Prime
Rate, this Note will bear interest for each Interest Reset Period at an interest
rate calculated with reference to the Prime Rate and the Spread or Spread
Multiplier, if any, as specified on the face of this Note.
Unless the Company indicates otherwise in the applicable pricing
supplement, the Prime Rate for any Interest Determination Date will be the rate
on that date as published in H.15(519) under the heading "Bank Prime Loan.".
The following procedures will be followed if the Prime Rate cannot be
determined as described above:
o If the rate is not published prior to 9:00 a.m., New York City
time, on the Calculation Date, then the Prime Rate will be the
rate on that Interest Determination Date as published in H.15
Daily Update under the heading "Bank Prime Loan."
o If the rate is not published prior to 3:00 p.m., New York City
time, on the Calculation Date in either H.15(519) or the H.15
Daily Update, then the Calculation Agent will determine the Prime
Rate to be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen USPRIME
1 Page (as defined below) as that bank's Prime Rate or base
lending rate as in effect for that Interest Determination Date.
o If fewer than four rates appear on the Reuters Screen USPRIME 1
Page for that Interest Determination Date, the Calculation Agent
will determine the Prime Rate to be the arithmetic mean of the
Prime Rates quoted on the basis of the actual number of days in
the year divided by 360 as of the close of business on that
Interest
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Determination Date by at least three major banks in The
City of New York selected by the Calculation Agent, after
consultation with the Company.
o If the banks selected are not quoting as mentioned above, the
Prime Rate with respect to such Interest Determination Date will
be the Prime Rate in effect on such Interest Determination Date.
"Reuters Screen USPRIME 1 Page" means the display designated as page
"USPRIME 1" of the Reuters Monitor Money Rates Service, or any successor
service, or any other page that may replace the USPRIME 1 Page on that service
for the purpose of displaying Prime Rates or base lending rates of major United
States banks.
Determination of Treasury Rate
If the Interest Rate Basis specified on the face of this Note is
Treasury Rate, this Note will bear interest for each Interest Reset Period at an
interest rate calculated with reference to the Treasury Rate and the Spread or
Spread Multiplier, if any, specified on the face of this Note.
Unless the Company indicates otherwise in the applicable pricing
supplement, the Treasury Rate for any Interest Determination Date will be the
rate applicable to the auction held on such date of direct obligations of the
United States ("Treasury bills") having the Index Maturity as specified on the
face of this Note or in the applicable pricing supplement as such rate appears
on either the display designated as Page 56 or the display designated as Page 57
on Telerate under the heading "AVGE INVEST YIELD".
The following procedures will be followed if the Treasury Rate cannot
be determined as above:
o If the above rate is not published by 9:00 a.m., New York City
time, on the Calculation Date, the Treasury Rate will be the
auction average rate on such Interest Determination Date
(expressed as a bond equivalent on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the
Treasury. Treasury bills are usually sold at auction on Monday of
each week unless that day is a legal holiday, in which case the
auction is usually held on the following Tuesday, except that
such auction may be held on the preceding Friday.
o In the event that the results of the auction of Treasury bills
having the Index Maturity as specified on the face of this Note
or in the applicable pricing supplement are not published or
reported as provided above by 3:00 p.m., New York City time, on
such Calculation Date, or if no such auction is held on such
Interest Determination Date, then the Calculation Agent will
determine the Treasury Rate to be the Bond Equivalent Yield of
the rate set forth in H.15(519) for that day opposite the Index
Maturity under the caption "U.S. Government Securities/Treasury
Bills/Secondary Market".
o If the above rate is not published in H.15(519) on the
Calculation Date, the rate for
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that day will be the rate set forth in H.15 Daily Update, or
another recognized electronic source used for the purpose of
displaying such rate, for that day in respect of the Index
Maturity under the caption "U.S. Government Securities/Treasury
Bills/Secondary Market".
o If the above rate is not published in H.15(519), H.15 Daily
Update or another recognized source, the Treasury Rate will 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
Interest Determination Date, of three leading primary United
States government securities dealers selected by the Calculation
Agent (after consultation with the Company), for the issue of
Treasury bills with a remaining Maturity closest to the Index
Maturity as specified on the face of this Note or in the
applicable pricing supplement.
o If the dealers selected by the Calculation Agent are not quoting
as mentioned above, the Treasury Rate with respect to such
Interest Determination Date will remain the Treasury Rate then in
effect on such Interest Determination Date.
"Bond Equivalent Yield" means a yield (expressed as a percentage)
calculated as follows:
Bond Equivalent Yield = D x N
-------------------- x 100
360-(D x M)
where "D" refers to the applicable annual rate for the Treasury bills quoted on
a bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as
the case may be, and "M" refers to the actual number of days in the interest
period for which interest is being calculated.
Indexed Notes
If this Note is an indexed note, then certain or all interest payments,
in the case of an Indexed Rate Note, and/or the Principal Amount payable at
Maturity, in the case of an Indexed Principal Note, is determined by reference
to the amount designated on the face of this Note or in the applicable pricing
supplement as the face amount of this Note and by reference to the Index as
described on the face of this Note or in the applicable pricing supplement. If
this Note is an Indexed Rate Note that is also an Indexed Principal Note, the
amount of any interest payment will be determined by reference to the face
amount described on the face of this Note or in the applicable pricing
supplement unless otherwise specified. If this Note is an Indexed Principal
Note, the Principal Amount payable at Maturity may be different from the face
amount. Principal Amount payable at Stated Maturity will be calculated in the
manner set forth in the applicable pricing supplement.
Amortizing Notes
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If this Note is an Amortizing Note, a portion or all the Principal
Amount of the Note is payable prior to Stated Maturity in accordance with a
schedule, by application of a formula, or by reference to an Index as set forth
on the face of this Note or in the applicable pricing supplement.
Redemption and Repayment
If so specified on the face of this Note or in the applicable pricing
supplement, the Company may, at its option, redeem this Note in whole or in
part, on the date or dates (each a "Redemption Date") specified herein, at the
price (the "Redemption Price") (together with interest accrued to such
Redemption Date) specified herein. Provisions regarding requirements and
procedures for redemption will be set forth in the applicable pricing
supplement.
If so specified on the face of this Note or in the applicable pricing
supplement, this Note will be repayable prior to Maturity at the option of the
holder on the Repayment Dates shown on the face of this Note or in the
applicable pricing supplement at the Repayment Prices shown on the face of this
Note or in the applicable pricing supplement, together with interest accrued to
the date of repayment. Provisions regarding requirements and procedures for
repayment will be set forth in the applicable pricing supplement.
Unless otherwise specified on the face of this Note or in the
applicable pricing supplement, this Note will not be subject to any sinking
fund.
The Company may at any time purchase Notes at any price in the open
market or otherwise. Notes so purchased by the Company may, at the discretion of
the Company, be held or resold or surrendered to the Trustee for such Notes for
cancellation.
Other Terms.
As specified on the face of this Note or in the applicable pricing
supplement, this Note may also have either or both of the following (in each
case expressed as a rate per annum on a simple interest basis): (i) a maximum
limitation, or ceiling, on the rate at which interest may accrue during any
interest period ("Maximum Interest Rate") and/or (ii) a minimum limitation, or
floor, on the rate at which interest may accrue during any interest period
("Minimum Interest Rate").
The Indenture contains provisions for defeasance and discharge at the
Company's option of either the entire principal of all the Securities of any
series or of certain covenants in the Indenture upon compliance by the Company
with certain conditions set forth therein.
If an Event of Default (as defined in the Indenture) 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 Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the holders of not less than 66 2/3% in aggregate Principal
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Amount of the Outstanding Securities of each series to be affected thereby. The
Indenture also permits, with certain exceptions as therein provided, the holders
of not less than a majority in aggregate Principal Amount of outstanding Notes
of any series, on behalf of the holders of all the Notes of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences with respect to
such series. 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 transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note is registrable on the Securities
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company to be maintained for that
purpose in the Borough of Manhattan, The City of New York, State of New York, or
at any other office or agency of the Company maintained for that purpose, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by the
holder hereof or his 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 in registered form without coupons in
denominations of $100,000 and any larger amount that is an integral multiple of
$1,000. As provided in the Indenture and subject to certain limitations therein
set forth, Notes are exchangeable for a like aggregate Principal Amount of Notes
of a like tenor and of a different authorized denomination, as requested by the
holder surrendering the same.
No service charge shall be made for any such transfer or exchange, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the registration of such transfer
or exchange, other than certain exchanges not involving any transfer.
In case this Note shall at any time become mutilated, destroyed, stolen
or lost and this Note or evidence of the loss, theft, or destruction hereof
(together with such indemnity and such other documents or proof as may be
required by the Company or the Trustee) shall be delivered to the principal
corporate trust office of the Trustee, a new Note of like tenor and Principal
Amount will be issued by the Company in exchange for, or in lieu of, this Note.
All expenses and reasonable charges associated with procuring such indemnity and
with the preparation, authentication and delivery of a new Note shall be borne
by the holder of this Note.
Holders of Securities may not enforce their rights pursuant to the
Indenture or the Note except as provided in the Indenture.
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Certain terms used in this Note which are defined in the Indenture have
the meaning set forth therein.
This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.
The Company, the Trustee for the Notes and any agent of the Company or
such Trustee may treat the person in whose name this Note is registered as the
holder hereof for the purpose of receiving payment as herein provided and for
all other purposes, whether or not this Note be overdue, and neither the
Company, such Trustee nor any such agent shall be affected by notice to the
contrary.
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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_____________
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right of Under Uniform Gifts to Minors Act
survivorship and not as tenants in
common ---------------------------------
( State)
Additional abbreviations may also be used though not in the above list
---------------
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay $____ Principal Amount of the within Note, pursuant to its terms, on
the "Repayment Date" first occurring after the date of receipt of the within
Note as specified below, together with interest thereon accrued to the date of
repayment, to the undersigned at:
(Please Print or Type Name and Address of the Undersigned)
and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining Principal Amount of this Note.
For this Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Company within
the relevant time period set forth above at its office or agency in the Borough
of Manhattan, the City and State of New York, located initially at the office of
the Trustee at 153 West 51st Street, New York, NY 10019, Attention: Corporate
Trust Administration, New York, New York 10286.
Dated:
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Note: The signature to this Option to Elect Repayment must
correspond with the name as written upon the face of the
within Note in every particular without alteration or
enlargement or any change whatsoever.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
Please Insert Social Security or Other
Identifying Number of Assignee
- -------------------------------------------
| |
| |
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please Print or Type Name and Address Including Zip Code of Assignee
- --------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
- ----------------------------------------------------------------------
attorney
- --------------------------------------------------------------------------------
to transfer such Note on the books of American Express Credit Corporation, with
full power of substitution in the premises.
Dated:
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Signature
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NOTICE: The signature to this assignment must correspond with the name
as it appears upon the face of the Note in every particular, without
alteration of enlargement or any change whatsoever