Exhibit 4(w)
Form of Permanent Global Registered LIBOR Floating Rate Note
THIS LIBOR FLOATING RATE 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 LIBOR FLOATING RATE 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
LIBOR FLOATING RATE 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
Floating Rate Notes
Due ______, 20__
REGISTERED CUSIP NO. ___________
No. FLR _____
Issue Price: Principal Amount:
Original Issue Date: Stated Maturity:
Initial Interest Rate: Interest Payment Period:
Interest Rate Basis: LIBOR Interest Payment Dates:
Interest Reset Period: Interest Reset Dates:
Spread: Spread Multiplier:
Maximum Interest Rate: Minimum Interest Rate:
Authorized Denominations (if other than as Specified Currency (if other
set forth in the Prospectus Supplement): than U.S. dollars):
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 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 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.
Reference is hereby made to the further provisions of this LIBOR Floating
Rate 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 LIBOR Floating Rate 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.
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
--------------------------------
By:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities issued under the within-mentioned Indenture.
Dated:
U.S. BANK TRUST NATIONAL ASSOCIATION
By
-----------------------------------
Authorized Signatory
REVERSE OF GLOBAL LIBOR FLOATING RATE NOTE
This LIBOR Floating Rate 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 U.S. Bank
Trust National Association (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 U.S. Bank Trust National Association 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 LIBOR Floating Rate Note is one of a
series of the Securities designated as Floating Rate Notes due ________, 20__
(the "Notes").
Payment of the principal of, and interest on, this LIBOR Floating Rate 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
LIBOR Floating Rate 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 LIBOR Floating Rate 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 LIBOR Floating Rate 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 LIBOR
Floating Rate Note becomes due and payable, whether at the Stated Maturity or by
declaration of acceleration 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 LIBOR Floating Rate 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 LIBOR Floating Rate Note) plus or minus the
Spread, if any, as specified on the face of this LIBOR Floating Rate Note or (2)
the interest rate calculated by reference to the Interest Rate Basis as
specified on the face of this LIBOR Floating Rate Note multiplied by the Spread
Multiplier, if any as specified on the face of this LIBOR Floating Rate Note.
Except as provided below, the "Interest Payment Dates" for the Notes will
be ____________________:
If any Interest Payment Date for this LIBOR Floating Rate Note would
otherwise be a day that is not a Business Day for this LIBOR Floating Rate Note,
the Interest Payment Date for this LIBOR Floating Rate Note shall be postponed
to the next day that is a Business Day for this LIBOR Floating Rate Note, except
that 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 LIBOR Floating Rate Note, "Business Day" means:
o any day on which dealings in deposits in U.S. dollars are transacted
in the London interbank market.
The rate of interest on this LIBOR Floating Rate 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 LIBOR Floating Rate Note.
o The "Interest Reset Date" will be ___________________.
If any Interest Reset Date for this LIBOR Floating Rate Note would
otherwise be a day that is not a Business Day for this LIBOR Floating Rate Note,
the Interest Reset Date for this LIBOR Floating Rate Note shall be postponed to
the next day that is a Business Day for this LIBOR Floating Rate Note, except
that if such Business Day is in the next succeeding calendar month, the Interest
Reset Date shall be the immediately preceding Business Day.
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 LIBOR Floating Rate
Note. The Calculation Date shall be the tenth calendar day after the related
Interest Determination Date for this LIBOR Floating Rate Note or if such day is
not a Business Day, the next succeeding Business Day, unless otherwise specified
on the face of this LIBOR Floating Rate Note. "Calculation Agent" means the
agent appointed by the Company to calculate interest rates on this LIBOR
Floating Rate Note as specified on the face of this LIBOR Floating Rate Note.
The "Interest Determination Date" pertaining to an Interest Reset Date will
be:
o the second Business Day preceding such Interest Reset Date.
Unless otherwise specified on the face of this LIBOR Floating Rate Note or
in the applicable pricing supplement, the interest payable on each Interest
Payment Date or at Maturity for this LIBOR Floating Rate 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 LIBOR Floating Rate
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
LIBOR Floating Rate 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 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. All dollar amounts used in or
resulting from calculations on this LIBOR Floating Rate 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 LIBOR
Floating Rate 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 LIBOR
Floating Rate Note.
The interest rate on this LIBOR Floating Rate 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 LIBOR
If the Interest Rate Basis specified on the face of this LIBOR Floating
Rate Note is LIBOR, this LIBOR Floating Rate 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 LIBOR
Floating Rate 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 LIBOR Floating Rate
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 LIBOR Floating Rate 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 LIBOR Floating Rate 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 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.
Amortizing Notes
If this LIBOR Floating Rate 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 LIBOR Floating Rate Note or in the
applicable pricing supplement.
Redemption and Repayment
If so specified on the face of this LIBOR Floating Rate Note or in the
applicable pricing supplement, the Company may, at its option, redeem this LIBOR
Floating Rate 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 LIBOR Floating Rate Note or in the
applicable pricing supplement, this LIBOR Floating Rate Note will be repayable
prior to Maturity at the option of the holder on the Repayment Dates shown on
the face of this LIBOR Floating Rate Note or in the applicable pricing
supplement at the Repayment Prices shown on the face of this LIBOR Floating Rate
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 LIBOR Floating Rate Note or
in the applicable pricing supplement, this LIBOR Floating Rate 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.
Additional Amounts
The Company will, subject to the exceptions and limitations set forth
below, pay as additional interest on this LIBOR Floating Rate Note, such
additional amounts as are necessary in order that the net payment by the Company
or a paying agent of the principal of and interest on this LIBOR Floating Rate
Note to a holder who is a United States Alien Holder (as defined below), after
deduction for any present
or future tax, assessment or governmental charge of the United States or a
political subdivision or taxing authority thereof or therein, imposed by
withholding with respect to the payment, will not be less than the amount that
would have been payable had no withholding or deduction been required; provided,
however, that the foregoing obligation to pay additional amount shall not apply:
(1) to a tax, assessment or governmental charge that is imposed or withheld
solely by reason of the holder, or a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, the holder if the holder is an
estate, trust, partnership or corporation, or a person holding a power over an
estate or trust administered by a fiduciary holder, being considered as:
(a) being or having been present or engaged in a trade or business in the
United States or having or having had a permanent establishment in the
United States;
(b) having a current or former relationship with the United States,
including a relationship as a citizen or resident thereof;
(c) being or having been a foreign or domestic personal holding company, a
passive foreign investment company or a controlled foreign corporation with
respect to the United States, a corporation that has accumulated earnings
to avoid United States federal income tax or a private foundation or other
tax-exempt organization; or
(d) being or having been a "10-percent shareholder" of the Company as
defined in Section 871(h)(3) of the United States Internal Revenue Code of
1986, as amended (the "Code"), or any successor provision or being or
having been a bank whose receipt of interest on this LIBOR Floating Rate
Note is described in Section 881(c)(3)(A) of the Code or any successor
provision;
(2) to any holder that is not the sole beneficial owner of this LIBOR
Floating Rate Note, or a portion thereof, or that is a fiduciary or partnership,
but only to the extent that the beneficial owner, a beneficiary or settlor with
respect to the fiduciary, or a member of the partnership would not have been
entitled to the payment of an additional amount had the beneficial owner,
beneficiary, settlor or member received directly its beneficial or distributive
share of the payment;
(3) to a tax, assessment or governmental charge that is imposed or withheld
solely by reason of the failure of the holder or any other person to comply with
certification, identification documentation or other reporting requirements
concerning the nationality, residence, identity or connection with the United
States of the holder or beneficial owner of this LIBOR Floating Rate Note, if
compliance is required by statute or by regulation of the United States Treasury
Department, without regard to any tax treaty, or by an applicable income tax
treaty to which the United States is a party as a precondition to partial or
complete relief or exemption from such tax, assessment or other governmental
charge (including, but not limited to, the failure to provide United States
Internal Revenue Service Form W-8BEN, W-8ECI or any subsequent versions
thereof);
(4) to a tax, assessment or governmental charge that is imposed otherwise
than by withholding by the Company or a paying agent from the payment;
(5) to a tax, assessment or governmental charge that is imposed or withheld
solely by reason of a change in law, regulation, or administrative or judicial
interpretation that becomes effective more than 15 days after the payment
becomes due or is duly provided for, whichever occurs later;
(6) to an estate, inheritance, gift, sales, excise, transfer, wealth or
personal property tax or a similar tax, assessment or governmental charge;
(7) to any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment of principal of or interest on any
Note, if such payment can be made without such withholding by any other paying
agent; or
(8) in the case of any combination of items (1), (2), (3), (4), (5), (6)
and (7).
The Notes are subject in all cases to any tax, fiscal or other law or regulation
or administrative or judicial interpretation applicable thereto. Except as
specifically provided herein, the Company shall not be required to make any
payment with respect to any tax, assessment or governmental charge imposed by
any government or a political subdivision or taxing authority thereof or
therein.
As used herein, the term "United States" means the United States of America
(including the States and the District of Columbia) and its territories, its
possessions and other areas subject to its jurisdiction; "United States Holder"
means a beneficial owner of a Note that is, for United States federal income tax
purposes: (a) a citizen or resident of the United States, (b) a corporation,
partnership or other entity created or organized in or under the laws of the
United States or of any political subdivision thereof (except as may be provided
in U.S. Treasury Regulations) or (c) an estate or trust the income of which is
subject to United States federal income taxation regardless of its source;
"United States Alien Holder" means a beneficial owner of a Note that is, for
United States federal income tax purposes; (a) a nonresident alien individual,
(b) a foreign corporation, (c) a nonresident alien fiduciary of a foreign estate
or trust or (d) a foreign partnership one or more of the members of which is a
nonresident alien individual, a foreign corporation or a nonresident alien
fiduciary of a foreign estate or trust; and "United States Internal Revenue
Code" means the United States Internal Revenue Code of 1986, as amended.
If (a) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change in,
or amendment to, any official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after ________, 20__, the Company
becomes or will become obligated to pay additional amounts as described in the
third paragraph of this "Reverse of Global Note" or (b) a taxing authority of
the United States takes an action on or after ___________, 20__, whether or not
such action is taken with respect to the Company or any of its affiliates, that
results in a substantial probability that the Company will or may be required to
pay such additional amounts, then the Company may, in either case, at its
option, redeem, as a whole, but not in part, the Notes on not less than 30 nor
more than 60 days' prior written notice, at a redemption price equal to 100% of
their principal amount, together with interest accrued thereon to the date fixed
for redemption; provided that the Company determines, in its business judgment,
that the obligation to pay such additional amounts cannot be avoided by the use
of reasonable measures available to it, not including substitution of the
obligor under the Notes. Prior to the publication of any notice of redemption,
the Company will deliver to the trustee an officers' certificate stating that
the Company is entitled to effect a redemption and setting forth a statement of
facts showing that the conditions precedent to the Company's right so to redeem
have occurred and an opinion of counsel to that effect based on that statement
of facts. If the Company redeems the Notes upon a tax event, the Company will
publish a notice of that redemption in Luxembourg in the Luxemburger Wort at the
time notice is given to the holders of the Notes as described above and notify
the Luxembourg Stock Exchange.
Other Terms
As specified on the face of this LIBOR Floating Rate Note or in the
applicable pricing supplement, this LIBOR Floating Rate 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 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 LIBOR Floating Rate
Note shall be conclusive and binding upon such holder and upon all future
holders of this LIBOR Floating Rate 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 LIBOR Floating Rate Note.
No reference herein to the Indenture and no provision of this LIBOR
Floating Rate 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 LIBOR Floating Rate 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 LIBOR Floating Rate Note is registrable on the
Securities Register of the Company, upon surrender of this LIBOR Floating Rate
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 $1,000 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 LIBOR Floating Rate Note shall at any time become mutilated,
destroyed, stolen or lost and this LIBOR Floating Rate 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 LIBOR Floating Rate 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
LIBOR Floating Rate Note.
Holders of Securities may not enforce their rights pursuant to the
Indenture or the Note except as provided in the Indenture.
Certain terms used in this LIBOR Floating Rate Note which are defined in
the Indenture have the meaning set forth therein.
This LIBOR Floating Rate Note shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.
The Company agrees that any suit, action or proceeding against it arising
out of, or based upon, the Indenture or this Note may be instituted in any state
or federal court in the Borough of Manhattan, the City 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 LIBOR Floating Rate 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 LIBOR Floating Rate Note be overdue, and neither
the Company, such Trustee nor any such agent shall be affected by notice to the
contrary.
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, New York 10019, Attention:
Corporate Trust Administration.
Dated:
--------------------------------------
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
- ---------------------------------
- ---------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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:
-------------------------- --------------------------------------
Signature
--------------------------------------
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