EXHIBIT 4D
[FORM OF MEDIUM-TERM GLOBAL FLOATING RATE NOTE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.11 OF THE INDENTURE DESCRIBED
HEREIN, THIS SECURITY MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO
THE DEPOSITARY, ANOTHER NOMINEE OF THE DEPOSITARY OR TO A SUCCESSOR DEPOSITARY
OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
REGISTERED REGISTERED
No. FLR- CUSIP NO.
AT&T CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES G
(FLOATING RATE)
Principal Amount: Base Rate:
Initial Interest Rate: Maturity Date:
Original Issue Date: Spread:
Index Maturity: Spread Multiplier: %
Index Currency: Maximum Interest Rate:
Interest Payment Period: Minimum Interest Rate:
Interest Reset Period: Calculation Dates:
Interest Payment Dates: Calculation Agent:
Initial Interest Reset Date: Optional Repayment Date(s):
Interest Reset Dates: Initial Optional Redemption:
Interest Determination Dates: Price: %
Initial Optional Redemption Date: Reporting Service:
Premium Reduction Amount: Designated CMT Telerate Page:
Other Terms: Designated CMT Maturity Index:
AT&T Capital 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 to CEDE & Co. or registered assigns,
the principal sum stated above, on the Maturity Date set forth above (except to
the extent redeemed or repaid prior to the Maturity Date), and to pay interest
thereon from the Original Issue Date set forth above, or from the most recent
Interest
Payment Date set forth above, to which interest has been paid or duly provided
for on the Interest Payment Dates set forth above, commencing on the first
Interest Payment Date following the Original Issue Date at the rate per annum
equal to the Initial Interest Rate stated above until the Initial Interest Reset
Date stated above and thereafter at the rate per annum determined in accordance
with the provisions on the reverse hereof under the heading or headings
"Determination of Commercial Paper Rates," "Determination of Federal Fund
Rates," "Determination of CD Rates," "Determination of LIBOR," "Determination of
Treasury Rates," "Determination of Prime Rates," and "Determination of CMT
Rates" depending on the Base Rate specified above, as adjusted by the Spread
and/or Spread Multiplier, if any, specified above, until the principal hereof is
paid or made available for payment; provided, however, that if the Original
Issue Date shown above is less than 15 calendar days before an Interest Payment
Date, interest payments will commence on the next succeeding Interest Payment
Date. The interest payable on any Interest Payment Date will, subject to certain
exceptions provided in the Indenture, be paid to the person in whose name this
Note is registered at the close of business on each Record Date, as defined on
the reverse hereof. Payments of principal and interest due at the Maturity Date
or upon redemption or repayment, if applicable, will be made in immediately
available funds, and interest payable at the Maturity Date or upon redemption or
repayment, if applicable, will be payable to the person to whom principal is
payable. Payment of the principal of and interest on this Note will be made at
the office or agency of the Company 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 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 other than interest due at the Maturity Date
shown above or upon redemption or repayment may be made by check mailed to the
address of the person entitled thereto as such address shall appear in the
Security Register. This Note is guaranteed as to payment of principal, premium,
if any, and interest by Newcourt Credit Group Inc. (the "Guarantor").
If an Initial Optional Redemption Date is specified above, this Note may
be redeemed in accordance with the terms specified on the reverse hereof, at any
time on or after such Initial Optional Redemption Date at an Initial Optional
Redemption Price specified above (expressed as a percentage of the outstanding
principal amount hereof), such Initial Optional Redemption Price to be decreased
annually on the anniversary of the Initial Optional Redemption Date specified
above by the Premium Reduction Amount specified above (expressed as a percentage
of the outstanding principal amount hereof) until the Redemption Price equals
100% of the outstanding principal amount hereof; provided, that if no such
Initial Optional Redemption Date is shown, the Note is not redeemable.
If an Optional Repayment Date or Dates is indicated on the face of this
Note, this Note may be subject to repayment at the option of the Holder on the
Optional Repayment Date or Dates specified on the face hereof on the terms set
forth on the reverse hereof. On any Optional Repayment Date, this Note will be
repayable in whole or in part in increments of U.S. $1,000 (provided that any
remaining principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the Holder hereof at a price equal to 100%
of the principal amount to be repaid, together with interest hereon payable to
the date of repayment; provided, that if no such Optional Repayment Date is
shown, the Note is not subject to repayment at the option of the Holder prior to
the Maturity Date.
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REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL HAVE THE SAME EFFECT
AS THOUGH FULLY SET FORTH AT THIS PLACE.
This Note shall not be entitled to any benefits under the Indenture
referred to on the reverse hereof, or be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been manually
signed by or on behalf of the Trustee specified on the reverse hereof under the
Indenture.
IN WITNESS WHEREOF, AT&T Capital Corporation has caused this instrument
to be duly executed.
Date:
AT&T CAPITAL CORPORATION
By:______________________________
Attest___________________________
CERTIFICATE OF AUTHENTICATION
This is one of the Certificated Securities of
the Series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee
By:______________________________
Authorized Officer
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[FORM OF REVERSE OF NOTE]
This Note is one of a duly authorized issue of Securities of the Company
(herein referred to as the "Securities") issued and to be issued in one or more
series under and pursuant to an Indenture dated as of March 1, 1999, as
amended (the "Indenture"), among the Company, the Guarantor and The Chase
Manhattan Bank, as Trustee (the "Trustee"), to which Indenture and all other
indentures supplemental thereto, reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities of the
Trustee, the Company, the Guarantors and the Holders of the Securities, and the
terms upon which the Securities are to be authenticated and delivered. This Note
is one of a series of Securities designated as the Medium-Term Notes, Series G
(herein referred to as the "Notes").
Unless otherwise indicated on the face of this Note, this Note may not
be redeemed prior to the Maturity Date. Notice of redemption shall be mailed to
the registered Holders of the Notes designated for redemption at their last
registered addresses not less than 30 nor more than 60 days prior to the date of
redemption, subject to all the conditions and provisions of the Indenture. In
the event of redemption of this Note in part only, a new Note or Notes for the
amount of the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the presentation and cancellation hereof.
Unless an Optional Repayment Date or Dates is indicated on the face of
this Note, this Note shall not be subject to repayment at the option of the
Holder prior to the Maturity Date. For this Note to be repaid in whole or in
part at the option of the Holder hereof, the Company must receive at the
corporate trust office of the Trustee in the Borough of Manhattan, The City of
New York, at least 30 calendar days but not more than 45 calendar days prior to
the date of repayment, (i) this Note with the form entitled "Option to Elect
Repayment" below duly completed or (ii) a telegram, telex, facsimile
transmission or a letter from a member of a national securities exchange, the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States setting forth the name of the Holder of this Note,
the principal amount of this Note, the principal amount of this Note to be
repaid, the certificate number or a description of the tenor and terms of this
Note, a statement that the option to elect repayment is being exercised thereby
and a guarantee that this Note to be repaid, together with the duly completed
form entitled "Option to Elect Repayment," will be received by the Trustee not
later than the third Business Day after the date of such telegram, telex,
facsimile transmission or letter; provided, that such telegram, telex, facsimile
transmission or letter shall be effective only if this Note and form duly
completed are received by the Trustee by such third Business Day.
Commencing with the Initial Interest Reset Date specified on the face
hereof following the Original Issue Date, the rate at which interest on this
Note is payable shall be reset daily, weekly, monthly, quarterly, semi-annually
or annually as shown on the face hereof under "Interest Reset Period;" provided,
however, that the interest rate in effect from the Original Issue Date to the
Initial Interest Reset Date specified on the face hereof will be the Initial
Interest Rate. Each such adjusted rate shall be applicable on and after the
Interest Reset Date to which it relates to but not including the next succeeding
Interest Reset Date or until maturity, or redemption or repayment, as the case
may be. If any Interest Reset Date specified on the face hereof would otherwise
be a day that is not a Business Day, such Interest Reset Date shall be postponed
to the
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next day that is a Business Day, except that if (i) the rate of interest on this
Note shall be determined in accordance with the provisions of the heading
"Determination of LIBOR" below, and (ii) such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day. Subject to applicable provisions of law and except as
specified herein, on each Interest Reset Date, the rate of interest on this Note
shall be the rate determined in accordance with the provisions of the applicable
heading below.
Determination of Commercial Paper Rates. If the Base Rate on this Note
is the Commercial Paper Rate (a "Commercial Paper Rate Note"), the interest rate
with respect to this Note shall equal the Commercial Paper Rate (calculated as
described below) plus or minus the Spread, if any, specified on the face hereof
and/or multiplied by the Spread Multiplier, if any, specified on the face
hereof. The Commercial Paper Rate for each Interest Reset Date shall be
determined on the Calculation Date (as defined below) by the Calculation Agent
as of the second Business Day prior to such Interest Reset Date (a "Commercial
Paper Interest Determination Date") and shall be the Money Market Yield (as
defined below) on such Commercial Paper Interest Determination Date of the rate
for commercial paper having the Index Maturity designated on the face hereof, 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 ("H.15(519)"), under the heading "Commercial Paper--Financial." In
the event such rate is not published prior to 9:00 A.M., New York City time, on
the Calculation Date (defined below) pertaining to such Commercial Paper
Interest Determination Rate, then the Commercial Paper Rate shall be the Money
Market Yield (calculated as described below) on such Commercial Paper Interest
Determination Date of the rate for commercial paper of the specified Index
Maturity as published by the Federal Reserve Bank of New York in its daily
statistical release, "Composite 3:30 P.M. Quotations for U.S. Government
Securities" ("Composite Quotations") under the heading "Commercial Paper." If by
3:00 P.M., New York City time, on such Calculation Date (defined below) such
rate is not yet published in either H.15(519) or Composite Quotations, then the
Commercial Paper Rate shall be the Money Market Yield of the arithmetic mean,
each as rounded to the nearest one hundred-thousandth of a percentage point of
the offered rates as of 11:00 A.M., New York City time, on such Commercial Paper
Interest Determination Date of three leading dealers of commercial paper in The
City of New York selected by the Calculation Agent for the commercial paper of
the Index Maturity designated on the face hereof, placed for an industrial
issuer whose bond rating is "Aa" or the equivalent from a nationally recognized
rating agency; provided, however, that if the dealers selected as aforesaid by
the Calculation Agent are not quoting offered rates as mentioned in this
sentence, the rate of interest determined as of such Commercial Paper Interest
Determination Date will be the rate of interest in effect on such Commercial
Paper Interest Determination Date.
"Money Market Yield" shall 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)
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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 period for which interest is being calculated.
Determination of Federal Funds Rates. If the Base Rate on this Note is
the Federal Funds Rate (a "Federal Funds Rate Note"), the interest rate with
respect to this Note shall equal the Federal Funds Rate (calculated as described
below) plus or minus the Spread, if any, specified on the face hereof and/or
multiplied by the Spread Multiplier, if any, specified on the face hereof. The
Federal Funds Rate for each Interest Reset Date shall be determined on the
Calculation Date by the Calculation Agent as of the second Business Day prior to
such Interest Reset Date (a "Federal Funds Interest Determination Date") and
shall be the effective rate for Federal Funds on such Federal Funds Interest
Determination Date as published in H.15(519) under the heading "Federal Funds
(Effective)" or, if not so published by 9:00 A.M., New York City time, on the
Calculation Date (defined below) pertaining to such Federal Funds Interest
Determination Date, the Federal Funds Rate will be the interest rate on such
Federal Funds Interest Determination Date as published in Composite Quotations
under the heading "Federal Funds/Effective Rate." If such rate is not yet
published by 3:00 P.M., New York City time, on the Calculation Date (defined
below) pertaining to such Federal Funds Interest Determination Date, the Federal
Funds Rate for such Federal Funds Interest Determination Date will be calculated
by the Calculation Agent and will be the arithmetic mean of the rates for the
last transaction in overnight United States dollar federal funds arranged by
three leading brokers of federal funds transactions in The City of New York
(which may include the Agent or its 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 the brokers so selected
by the Calculation Agent are not quoting as mentioned in this sentence, the rate
of interest determined as such Federal Funds Interest Determination Date will be
the rate of interest in effect on such Federal Funds Interest Determination
Date.
Determination of CD Rates. If the Base Rate on this Note is the CD Rate
(a "CD Rate Note"), the interest rate with respect to this Note shall equal the
CD Rate (calculated as described below) plus or minus the Spread, if any,
specified on the face hereof and/or multiplied by the Spread Multiplier, if any,
specified on the face hereof. The CD Rate for each Interest Reset Date shall be
determined on the Calculation Date by the Calculation Agent as of the second
Business Day prior to the Interest Reset Date (a "CD Interest Determination
Date") and shall be the rate for negotiable certificates of deposit having the
Index Maturity specified on the face hereof on such CD Interest Determination
Date, as such rate is published in H.15(519) under the heading "CDs (Secondary
Market)." If such rate is not so published by 9:00 A.M., New York City time, on
the Calculation Date (defined below) pertaining to such CD Interest
Determination Date, the CD Rate will be the rate on such CD Interest
Determination Date for negotiable certificates of deposit of the Index Maturity
specified on the face hereof as published in Composite Quotations under the
heading "Certificates of Deposit." If by 3:00 P.M., New York City time, on such
Calculation Date (defined below), such rate is not yet published in Composite
Quotations, the CD Rate for such CD Interest Determination Date will be
calculated by the Calculating 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
Interest Determination Date of three leading nonbank dealers in negotiable U.S.
dollar certificates of deposit in The City of New York
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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
specified on the face hereof in the denomination of $5,000,000. However, if such
dealers are not so quoting such rates, the rate of interest determined as of
such CD Interest Determination Date will be the rate of interest in effect on
such CD Interest Determination Date.
Determination of LIBOR. If the Base Rate on this Note is LIBOR (a "LIBOR
Note"), the interest rate with respect to this Note shall be equal to LIBOR
(calculated as described below) plus or minus the Spread, if any, specified on
the face hereof and/or multiplied by the Spread Multiplier, if any, specified on
the face hereof. LIBOR for each Interest Reset Date shall be determined by the
Calculation Agent as follows:
(i) With respect to the second London Banking Day prior to such
Interest Reset Date (a "LIBOR Determination Date"), LIBOR will be
either: (a) if "LIBOR Reuters" is specified as the Reporting Service on
the face hereof, the arithmetic mean of the offered rates (unless the
specified Designated LIBOR Page (as defined below) by its terms provides
only for a single rate, in which case such single rate shall be used)
for deposits in the Index Currency specified on the face hereof having
the Index Maturity specified on the face hereof, commencing on such
Interest Reset Date, that appear on the Designated LIBOR Page as of
11:00 A.M., London time, on that LIBOR Determination Date, if at least
two such offered rates appear (unless, as aforesaid, only a single rate
is required) on such Designated LIBOR Page, or (b) if "LIBOR Telerate"
is specified as the Reporting Service on the face hereof, the rate for
deposits in the Index Currency having the Index Maturity commencing on
such Interest Reset Date, that appears on the Designated LIBOR Page as
of 11:00 A.M., London time, on that LIBOR Determination Date. If fewer
than two offered rates appear, or no rate appears, as applicable, LIBOR
in respect of the related LIBOR Determination Date will be determined as
if the parties had specified the rate described in clause (ii) below.
(ii) With respect to a LIBOR Determination Date on which fewer
than two offered rates appear (unless, as aforesaid, only a single rate
is required), or no rate appears, as the case may be, on the applicable
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, commencing on such Interest Reset Date, to prime banks in the
London interbank market at approximately 11:00 A.M., London time, on
such LIBOR Determination Date and in a principal amount of not less than
$1,000,000 (or the equivalent in the Index Currency, if the Index
Currency is not the U.S. dollar) 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, LIBOR determined on such LIBOR
Determination Date will be the arithmetic mean of such quotations. If
fewer than two quotations are provided, LIBOR determined on such LIBOR
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., in the applicable Principal Financial Center
(as defined
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below) for the country of the Index Currency on such LIBOR 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 and in a principal amount of
not less than $1,000,000 (or the equivalent in the Index Currency, if
the Index Currency is not the U.S. dollar) 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, the rate of
interest determined on such LIBOR Determination Date will be the rate of
interest otherwise in effect on such LIBOR Determination Date.
If no Index Currency is specified on the face hereof, the Index Currency
shall be U.S. Dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
designated as the Reporting Service on the face hereof, the display designated
as page "LIBO" with respect to the applicable Index Currency on the Reuters
Monitor Money Rates Service (or such other page as may replace page "LIBO" on
such service for the purpose of displaying the London interbank rates of major
banks for the applicable Index Currency), or (b) if "LIBOR Telerate" is
designated as the Reporting Service on the face hereof, the display designated
as page "3750" with respect to the applicable Index Currency on Bridge
Telerate, Inc. (or such other page as may replace page "3750" on such service
or such other service as may be nominated by the British Bankers' Association
for the purpose of displaying the London interbank rates of major banks for the
applicable Index Currency). If neither LIBOR Reuters nor LIBOR Telerate is
specified as the Reporting Service on the face hereof, LIBOR for the applicable
Index Currency will be determined as if LIBOR Telerate (and, if the U.S. dollar
is the Index Currency, page 3750) had been specified.
"Principal Financial Center" will be, for the purposes of clause (ii)
above, the principal financial center of the country of the specified Index
Currency, which is generally the capital city of such country, except that with
respect to U.S. dollars and Deutsche marks, the Principal Financial Center
shall be The City of New York and Frankfurt, respectively.
As used herein, "London Banking Day" means any day on which dealings in
deposits in U.S. dollars are transacted in the London interbank market.
Determination of Treasury Rates. If the Base Rate on this Note is the
Treasury Rate (a "Treasury Rate Note") the interest rate with respect to this
Note shall equal the Treasury Rate (calculated as described below) plus or minus
the Spread, if any, specified on the face hereof and/or multiplied by the Spread
Multiplier, if any, specified on the face hereof. The Treasury Rate with respect
to an Interest Reset Date shall be the rate for the auction held on the Treasury
Rate Determination Date (as defined below) pertaining to such Interest Reset
Date of direct obligations of the United States ("Treasury Bills") having the
Index Maturity specified above as published in H.15 (519) under the heading
"U.S. Government Securities-Treasury Bills-auction average (investment)," or, if
not so published by 9:00 A.M., New York City time, on the Calculation Date (as
defined below) pertaining to such Treasury Rate Determination Date (as defined
below), the auction average rate (expressed as a bond equivalent on the basis of
a year of
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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 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
Treasury Rate Determination Date, then the Treasury Rate shall be calculated by
the Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) 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
Determination Date (as defined below), of three leading primary United States
government securities dealers selected by the Calculation Agent for the issue of
Treasury Bills with a remaining maturity closest to the Index Maturity specified
above; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting bid rates as mentioned in this sentence, the
rate of interest for such Interest Reset Date will be the rate of interest in
effect on such Interest Reset Date.
The "Treasury Rate Determination Date" pertaining to an Interest Reset
Date will be the day of the week in which such Interest Reset Date falls on
which Treasury Bills would normally 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. If, as a result of a legal
holiday, an auction is so held on the preceding Friday, such Friday will be the
Treasury Rate Determination Date pertaining to the Interest Reset Date occurring
in the next succeeding week. If an auction date shall fall on any day that would
otherwise be an Interest Reset Date for a Treasury Rate Note, then such Interest
Reset Date shall instead be the Business Day immediately following such auction
date.
Determination of Prime Rates. If the Base Rate on this Note is the Prime
Rate (a "Prime Rate Note"), the interest rate with respect to this Note shall
equal the Prime Rate (calculated as described below) plus or minus the Spread,
if any, specified on the face hereof and/or multiplied by the Spread Multiplier,
if any, specified on the face hereof. The Prime Rate with respect to any
interest Reset Date shall be determined on the Calculation Date by the
Calculation Agent as of the second Business Day prior to such Interest Reset
Date (a "Prime Rate Interest Determination Date") and shall be the rate on such
date as published in H.15(519) under the heading "Bank Prime Loan." If such rate
is not published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Prime Rate Interest Determination Date, the Prime Rate will
be determined by the Calculation Agent and will be the arithmetic mean of the
rates of interest publicly announced by each bank named on the "Reuters Screen
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. "Reuters Screen
USPRIME1 Page" means the display designated as page "USPRIME1" on the Reuters
Monitor Money Rates Service (such term to include such other page as may replace
the USPRIME1 page on that Service for the purpose of displaying prime rates or
base lending rates of major United States banks). If fewer than four such rates
appear on the Reuters Screen USPRIME1 Page for such Prime Rate Interest
Determination Date, the Prime Rate will be determined by the Calculation Agent
and will be the arithmetic mean of the prime rates quoted on the basis of the
actual number of days elapsed divided by 360 as of the close of business on such
Prime Rate Interest Determination Date by at least two major money
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center banks in The City of New York selected by the Calculation Agent from a
list of at least three such banks approved by the Company. If fewer than two
such rates are quoted as aforesaid the Prime Rate will be calculated by the
Calculation Agent and will be determined as the arithmetic mean of the prime
rates furnished in The City of New York by an appropriate number (in the
judgment of the Calculation Agent) of substitute banks or trust companies
organized and doing business under the laws of the United States, or any State
thereof, in each case having total equity capital of at least U.S. $500,000,000
and being subject to supervision or examination by federal or state authority,
selected by the Calculation Agent from a list approved by the Company to provide
such rate or rates; provided that if the banks or trust companies selected as
aforesaid by the Calculation Agent from a list approved by the Company are not
quoting as mentioned in this sentence, the rate of interest determined as of
such Prime Rate Interest Determination Date will be the rate of interest in
effect on such Prime Rate Interest Determination Date.
Determination of CMT Rates. If the Base Rate on this Note is the CMT
Rate (a "CMT Rate Note"), the interest rate with respect to this Note shall
equal the CMT Rate (calculated as described below) plus or minus the Spread, if
any, specified on the face hereof and/or multiplied by the Spread Multiplier, if
any, specified on the face hereof. The CMT Rate for any Interest Reset Date
shall be determined on the Calculation Date by the Calculation Agent as of the
related CMT Rate Interest Determination Date (as defined below) and shall be the
rate displayed on the Designated CMT Telerate Page (as defined below) under the
caption ". . . Treasury Constant Maturities . . . Federal Reserve Board Release
H.15 . . . Mondays Approximately 3:45 P.M.," under the column for the Designated
CMT Maturity Index (as defined below) for (i) if the Designated CMT Telerate
Page is 7055, such CMT Rate interest Determination Date and (ii) if the
Designated CMT Telerate Page is 7052 the (week) (month) ended immediately
preceding the week 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) for such date. 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 such CMT
Rate Interest Determination 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 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 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")
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with an original maturity of approximately the Designated CMT Maturity Index and
a remaining term to maturity of not less than such Designated CMT Maturity Index
minus one year. If the Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate for such CMT 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, the CMT Rate will be based on the arithmetic mean of the offer prices
obtained and neither the highest nor lowest of such quotes will be eliminated;
provided, however, that if fewer than three Reference Dealers selected by the
Calculation Agent are quoting as described herein, the rate of interest
determined as of such CMT Rate Interest Determination Date will be the rate of
interest 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 quotes for the CMT Rate Note with the shorter remaining term to
maturity will be used.
"Designated CMT Telerate Page" means the display on Bridge Telerate,
Inc. on the page designated on the face hereof (or any other page as may
replace such page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)), for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519). If no such page is
specified on the face hereof, 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 on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face hereof, the Designated
CMT Maturity Index shall be 2 years.
The "CMT Rate Interest Determination Date" pertaining to an Interest
Reset Date for CMT Rate Notes will be the second Business Day prior to such
Interest Reset Date.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, shown on the face hereof. The Calculation Agent shall
calculate the interest rate on this Note in accordance with the foregoing on or
before each Calculation Date (defined below). The interest rate on this Note
will in no event higher than the maximum rate permitted by New York law as the
same may be modified by United States law of general applicability.
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The Calculation Agent will, upon the request of the Holder of this Note,
provide to such Holder the interest rate hereon then in effect and, if
determined, the interest rate which will become effective on the next Interest
Reset Date with respect to this Note.
The "Calculation Date," if applicable, pertaining to any Commercial
Paper Interest Determination Date, Federal Funds Interest Determination Date, CD
Interest Determination Date, Treasury Rate Determination Date, Prime Rate
Interest Determination Date or CMT Rate Interest Determination Date (an
"Interest Determination Date") shall be the date(s) specified on the face hereof
or, if no such date is specified, the earlier of (i) the tenth calendar day
after such Interest Determination Date, or, if such tenth day is not a Business
Day, the next succeeding Business Day and (ii) the Business Day preceding the
applicable Interest Payment Date or date of maturity, as the case may be.
Each date on which interest is payable on this Note is referred to
herein as an "Interest Payment Date." If any Interest Payment Date specified on
the face hereof (other than the Maturity Date) would otherwise be a day that is
not a Business Day, such Interest Payment Date will be postponed to the next
succeeding day that is a Business Day, except that in the case of a LIBOR Note,
if such Business Day falls in the next succeeding calendar month, such Interest
Payment Date will be the immediately preceding Business Day. If the Maturity
Date specified on the face hereof falls on a day that is not a Business Day, the
required payment of principal, premium, if any, and/or interest will be made on
the next succeeding Business Day as if made on the date such payment was due,
and no interest shall accrue on such payment for the period from and after the
Maturity Date to the date of such payment on the next succeeding Business Day.
"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 authorized or required
by law or regulation to close in The City of New York and, with respect to LIBOR
Notes, that is also a London Banking Day. "London Banking Day" means any day on
which dealings in deposits in the Index Currency are transacted in the London
interbank market.
The "Record Date" with respect to any Interest Payment Date shall be the
date 15 calendar days prior to such Interest Payment Date, whether or not such
date shall be a Business Day.
Interest payments for this Note will be the amount of interest accrued
from, and including, the Original Issue Date or the last date to which interest
has been paid to, but excluding, the next succeeding Interest Payment Date or
Maturity Date, as the case may be. Accrued interest shall be calculated by
multiplying the face amount hereof by an accrued interest factor. Such accrued
interest factor shall be computed by adding the interest factors calculated for
each day in the Interest Reset Period or from the last date from which accrued
interest is being calculated. The interest factor (expressed as a decimal
rounded upward to the nearest one hundred-thousandth of a percentage point) for
each such day shall be computed by dividing the interest rate (expressed as a
decimal, rounded to the nearest one hundred-thousandth of a percentage point,
with five one-millionths of a percentage point rounded upward) applicable to
such day by 360, in the case of LIBOR Notes, Federal Funds Rate Notes, CD Rate
Notes, Prime Rate Notes or Commercial Paper Rate Notes, or by the actual number
of days in the year in the case of the Treasury Rate Notes or CMT Rate Notes.
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In case an Event of Default with respect to the Notes, as defined in the
Indenture, shall have occurred and be continuing, the principal hereof may be
declared and, upon such declaration, shall become due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as herein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of a majority in the
principal amount of the outstanding Securities of each series affected by any
such amendment or modification (with each series voting as one class). The
Indenture also contains provisions permitting the Holders of not less than a
majority in principal amount of the outstanding Securities of each series
affected thereby (with each series voting as one class), on behalf of the
Holders of all Securities of such series to waive compliance by the Company or
the Guarantor with certain provisions of the Indenture. The Indenture also
provides that regarding the Securities of any series, the Holders of not less
than a majority in principal amount of the outstanding Securities of such series
may waive certain past defaults and their consequences on behalf of the Holders
of all Securities of 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 registration of transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.
The Indenture contains provisions setting forth certain conditions to
the institution of proceedings by Holders of Securities with respect to the
Indenture or for any remedy under the Indenture.
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 place, at the respective times, at the rates and in the coin or currency
herein prescribed.
The Notes are issuable as registered Notes without coupons in the
denominations that are integral multiples of U.S. $1,000. At the office or
agency of the Company referred to on the face hereof and in the manner and
subject to the limitations provided in the Indenture, Notes may be exchanged
without a service charge for a like aggregate principal amount of Notes or other
authorized denominations having the same maturity, interest rate, optional
redemption or repayment provisions and original issue date.
Upon due presentment for registration of transfer of this Note at the
above-mentioned office or agency of the Company a new Note or Notes having the
same maturity, interest rate, optional redemption or repayment provisions and
original issue date of authorized denominations, for a like aggregate principal
amount, will be issued to the transferee as provided in the Indenture. No
service charge shall be made for any such transfer, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto.
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The Company, the Guarantor, the Trustee, and any agent of the Company,
the Guarantor or the Trustee may deem and treat the Holder hereof as the
absolute owner hereof (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon) for the
purpose of receiving payment of or on account of the principal hereof and,
subject to the provisions on the face hereof, interest hereon, and for all other
purposes, and neither the Company nor the Guarantor nor the Trustee nor any such
agent shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, shareholder, officer or director as such,
past, present or future, of the Company, of the Guarantor or of any successor
corporation, either directly or through the Company, the Guarantor or any
successor corporation, whether by virtue of any constitution, statute or rule of
law or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
This Note shall be deemed to be a contract made under the laws of the
State of New York and for all purposes shall be governed by and construed in
accordance with the laws of said State.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay the within Note (or portion thereof specified below) pursuant
to its terms at a price equal to the principal amount thereof, together with
interest to the Optional Repayment Date, to the undersigned at
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(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be increments of U.S. $1,000)
which the Holder elects to have repaid: ____________________; and specify the
denomination or denominations (which shall not be less than the minimum
authorized denomination) of the Notes to be issued to the Holder for the portion
of the within Note not being repaid (in the absence of any such specification,
one such Note will be issued for the portion not being repaid): _______________.
____________________________________
Date:______________ ____________________________________
____________________________________
NOTICE: The signature on this Option
to Elect Repayment 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.
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