UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Registered CUSIP:___________
No. FLRA-________
Dean Foods Company
Senior Medium-Term Note, Series A
(Floating Rate)
PRINCIPAL AMOUNT AND CURRENCY OR STATED MATURITY DATE:
CURRENCY UNIT:
RECORD DATE(S):
DENOMINATIONS (IF OTHER THAN U.S.
DOLLARS OR THE U.S. DOLLAR REDEMPTION DATE(S):
DENOMINATIONS SET FORTH ON THE
REVERSE): REDEMPTION PERCENTAGE(S):
OPTION TO RECEIVE PAYMENTS IN REDEMPTION DATE(S) (OPTION OF HOLDER):
SPECIFIED CURRENCY:
REDEMPTION PERCENTAGE(S) (OPTION OF
YES:_____ NO:_____ HOLDER):
ISSUE DATE: NOTICE PERIOD:
INITIAL INTEREST RATE: ORIGINAL ISSUE DISCOUNT SECURITY:
If applicable, the following will be
INTEREST PAYMENT PERIOD: completed solely for the purpose of
applying the United States federal
INTEREST PAYMENT DATES: income tax original issue discount
("OID") rules:
EXCHANGE RATE AGENT:
TOTAL AMOUNT OF OID:
DEPOSITARY: YIELD TO MATURITY:
The Depository Trust Company
INITIAL ACCRUAL PERIOD OID:
CALCULATION AGENT:
Bank of America Illinois
BASE RATE: INTEREST RESET DATES:
INDEX MATURITY: INDEX CURRENCY:
SPREAD (plus or minus): DESIGNATED LIBOR PAGE:
SPREAD MULTIPLIER: DESIGNATED CMT TELERATE PAGE:
MINIMUM INTEREST RATE: DESIGNATED CMT MATURITY INDEX:
MAXIMUM INTEREST RATE: OTHER PROVISIONS:
INTEREST RESET PERIOD:
DEAN FOODS COMPANY, a Delaware corporation (herein called the "Company,"
which term includes any successor corporation under the Indenture referred to
herein), for value received, hereby promises to pay to: Cede & Co., or
registered assigns, the principal amount specified above (any currency or
currency unit other than U.S. dollars being hereinafter referred to as a
"Specified Currency") on the Stated Maturity specified above and to pay
interest thereon from and including the Issue Date specified above (the "Issue
Date") or from and including the most recent Interest Payment Date to which
interest on this Note (or any predecessor Note) has been paid or duly provided
for to but excluding the relevant Interest Payment Date; provided, however,
that if this Note has a daily or weekly Interest Reset Period, as shown above,
such interest will be paid from and including the Issue Date shown above or
from and including the day following the most recent regular Record Date to
which interest has been paid, as the case may be, to and including, the most
recent regular Record Date immediately preceding such Interest Payment Date,
except that at maturity or earlier redemption or repayment, the interest
payable will include interest accrued to, but excluding, the maturity,
redemption or repayment date, as the case may be. Interest will be paid on the
Interest Payment Date(s) specified above (each an "Interest Payment Date") and
at Maturity, at the rate per annum determined in accordance with the provisions
on the reverse hereof, depending on the Base Rate specified above and the
Spread, if any, or Spread Multiplier, if any, and subject to the Minimum
Interest Rate and Maximum Interest Rate, if any, until the principal hereof is
paid or duly made available for payment; provided, that unless the Holder
hereof is entitled to make, and has made, a Specified Currency Payment Election
(as hereinafter defined) with respect to one or more such payments, the Company
will make all such payments in U.S. dollars in amounts determined as set forth
herein. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Holder of this Note (or one or more predecessor Notes) of record at the close
of business on the Record Date specified above next preceding such Interest
Payment Date; provided, that interest payable at Maturity shall be payable to
the same Person to whom principal on this Note is payable; and provided
further, that if the Issue Date is after a Record Date and less than 15
calendar days before the next succeeding Interest Payment Date, the first
payment of interest shall be payable on the second Interest Payment Date
following the Issue Date to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the Record Date
next preceding such second Interest Payment Date.
Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Record Date, and may be paid
to the Holder of this Note (or one or more predecessor Notes) of record at the
close of business on a subsequent record date fixed by the Trustee for the
payment of such Defaulted Interest, notice whereof shall be given to Holders not
less than 15 days prior to such subsequent record date. Payment of the principal
of (and premium, if any, on) this Note and, unless otherwise paid as hereinafter
provided, the interest thereon will be made at the office or agency of the
Company in The City of New York, State of New York, in such
-2-
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, that payment of
the principal of (and premium, if any) and interest on this Note due at
Maturity will be made in immediately available funds at such office or agency
if this Note is presented in time for the Trustee (or a duly authorized paying
agent) to make such payments in such funds in accordance with its normal
procedures; provided further, that payment of interest may be made at the
option of the Company by check mailed to the Person entitled thereto at such
Person's address appearing in the Security Register; and provided, further,
that if this Note is denominated in a Specified Currency, and the Holder hereof
is entitled to make, and has made, a Specified Currency Payment Election with
respect to such payments, and the Exchange Rate Agent is able to convert such
payments as provided below and the Specified Currency is not unavailable due to
the imposition of exchange controls or other circumstances beyond the control
of the Company, then (i) the payment of interest on this Note will be made in
the Specified Currency (or, if such Specified Currency is not at the time of
such payment legal tender for the payment of public and private debts, in such
other coin or currency of the country which issued such Specified Currency as
at the time of such payment is legal tender for the payment of such debts) by
check drawn on a bank office located outside the United States and mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register and (ii) the payment of principal (and premium, if any) and
interest due at Maturity will be made in such Specified Currency (or, if
applicable, such other coin or currency) by wire transfer of immediately
available funds to an account maintained by the Holder hereof with a bank
office located in the country which issued the Specified Currency upon
presentation of this Note to the Trustee (or a duly authorized paying agent) in
time for such wire transfer to be made by the Trustee (or such paying agent) in
accordance with its normal procedures. Notwithstanding the foregoing, (a) the
Depositary, as holder of this Note, shall be entitled to receive payments of
interest by wire transfer of immediately available funds and (b) a holder of
U.S. $10 million (or the equivalent in a Specified Currency) or more in
aggregate principal amount of Notes represented by a certificate and having the
same Interest Payment Date shall be entitled to receive payments of interest by
wire transfer of immediately available funds upon written request to the
Trustee (or paying agent); provided, that such request is received not later
than 25 calendar days prior to the applicable Interest Payment Date.
Unless otherwise specified above, if this Note is denominated in a
Specified Currency, the Holder hereof may elect to receive payments of principal
of (and premium, if any) and interest in such Specified Currency (a "Specified
Currency Payment Election") by delivery of a written request (including, in the
case of an election with respect to payments at Maturity, appropriate wire
transfer instructions) to the Trustee at its principal corporate trust office
referred to above on or prior to the relevant Record Date or the sixteenth day
prior to Maturity, as the case may be. Such request may be in writing (mailed or
hand delivered) or by cable or other form of facsimile transmission. The Holder
may elect to receive payment in the Specified Currency for all principal (and
premium, if any) and interest payments and need not file a separate election for
each payment. Such election shall remain in effect until revoked by written
notice to the Trustee, but written notice of any such revocation must be
received by the Trustee on or prior to the relevant Record Date or at least
sixteen days prior to Maturity, as the case may be. Additional provisions of
this Note are set forth on the reverse hereof.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.
-3-
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal.
DEAN FOODS COMPANY
DATED: By:_____________________________________
Chairman of the Board and
Chief Executive Officer
This is one of the Securities of the
series designated herein referred to
in the within-mentioned Indenture.
BANK OF AMERICA ILLINOIS,
as Trustee
By:________________________________ Attest:_______________________________
Authorized Signature Secretary
-4-
DEAN FOODS COMPANY
Senior Medium-Term Note, Series A
This Note is one of a duly authorized issue of debt securities of the
Company (herein called the "Securities"), issuable in one or more Series,
unlimited in aggregate principal amount except as may be otherwise provided in
respect of the Securities of a particular Series, issued and to be issued under
and pursuant to an Indenture dated as of January 15, 1995 (herein called the
"Indenture"), duly executed and delivered by the Company to Bank of America
Illinois, as Trustee (the "Trustee"), and is one of a Series limited in
aggregate principal amount to $200,000,000 (or if Securities of this Series are
to be Original Issue Discount Securities or are to be denominated in one or more
Specified Currencies, such principal amount as shall result in an aggregate
initial offering price of Securities equivalent to not more than $200,000,000).
The Securities of this Series may be issued from time to time in various
principal amounts and currencies or currency units, may mature at different
times, may bear interest at different rates, may be subject to different
redemption provisions, if any, and may otherwise vary. Reference is hereby made
to the Indenture for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders of Securities (including Holders of the Securities of this Series).
The Securities are general, direct, unconditional and unsecured obligations
of the Company and will rank pari passu with all other unsecured and
---- -----
unsubordinated indebtedness of the Company.
If this Security is designated on the face hereof as an Original Issue
Discount Security, then, notwithstanding anything to the contrary contained in
this Note, upon the redemption or acceleration of Maturity of this Note there
shall be payable, in lieu of the principal amount due at the Stated Maturity
hereof, as specified on the face hereof, an amount equal to the Amortized Face
Amount of this Security. The "Amortized Face Amount" shall be the amount equal
to the product of (a) the aggregate principal amount of such Note multiplied by
(b) the sum of (i) the issue price of this Note (as defined below and expressed
as a percentage of the aggregate principal amount) plus (ii) the original issue
discount amortized at the Stated Yield (as defined below) of this Note (computed
in accordance with generally accepted United States bond yield computation
principles) at the date as of which the Amortized Face Amount is calculated, but
in no event shall the Amortized Face Amount exceed the principal amount of this
Note due at the Stated Maturity hereof. As used in the previous sentence "issue
price" means the principal amount due at the Stated Maturity hereof less the
Total Amount of OID of this Note specified on the face hereof and the "Stated
Yield" means the Yield to Maturity specified on the face hereof (or if not so
specified, the yield to maturity compounded semi-annually and computed in
accordance with generally accepted United States bond yield computation
principles) for the period from the Issue Date to the Stated Maturity of the
issue price and such principal amount.
If this Note is denominated in a Specified Currency, unless the Holder
hereof is entitled to make, and has made, a Specified Currency Payment Election
with respect to such payments as provided on the face hereof, the Holder of this
Note shall receive payments of principal (and premium, if any) and interest in
U.S. dollars at an exchange rate based on the highest bid quotation in The City
of New York received by the Exchange Rate Agent (who, unless otherwise specified
on the face hereof, shall be the Trustee) at approximately 11:00 A.M., New York
City time, on the second Business Day with respect to this Note preceding the
applicable payment date from three recognized foreign exchange dealers (one of
which may be the Exchange Rate Agent) selected by the Exchange Rate Agent and
approved by the Company for the purchase by the quoting dealer of the Specified
Currency for U.S. dollars for settlement on such payment date in the aggregate
amount of such Specified Currency payable to all Holders of Securities
-5-
of this series denominated in such Specified Currency and scheduled to receive
U.S. dollar payments on such payment date and at which the applicable dealer
commits to execute a contract. "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 (i) with respect to LIBOR Notes (as defined below), is
also a London Banking Day, (ii) with respect to Notes denominated in a
Specified Currency other than U.S. dollars, Australian dollars or ECUs, in the
principal financial center of the country of the Specified Currency, (iii) with
respect to Notes denominated in Australian dollars, in Sydney and (iv) with
respect to Notes denominated in ECUs, that is not a non-ECU clearing day, as
determined by the ECU Banking Association in Paris. "London Banking Day" means
any day on which dealings in deposits in the Index Currency specified on the
face hereof are transacted in the London interbank market. All currency
exchange costs in converting a Specified Currency into U.S. dollars in order to
make payments hereon will be borne by the Holder of this Note by deductions
from such payments. If such bid quotations are not available, or if a Specified
Currency Payment Election has been made with respect to such payments, payments
will be made in the Specified Currency (or, if such Specified Currency is not
at the time of such payment legal tender for the payment of public and private
debts, such other coin or currency of the country which issued such Specified
Currency as at the time of such payment is legal tender for the payment of such
debts); provided, that if such Specified Currency (or, if applicable, such
other coin or currency) is unavailable due to the imposition of exchange
controls or other circumstances beyond the Company's control, the Company will
be entitled to make payments in U.S. dollars on the basis of the Market
Exchange Rate (as defined below) for such Specified Currency (or, if
applicable, such other coin or currency) on the date of such payment or, if
such Market Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate or as otherwise indicated herein.
The rate of interest on this Note will be reset daily, weekly, monthly,
quarterly, semiannually or annually (such period being the "Interest Reset
Period" for such Note, and the first day of each Interest Reset Period being an
"Interest Reset Date"), as specified on the face hereof. The Interest Reset
Date will be, in the case of Notes which reset daily, each Business Day; in the
case of Notes (other than if the Base Rate indicated on the face hereof is the
Treasury Rate) which reset weekly, the Wednesday of each week; in the case of
Notes on which the Base Rate is the Treasury Rate which reset weekly, the
Tuesday of each week, except as provided below, when the normally scheduled
Treasury auction is not on a Monday; in the case of Notes which reset monthly,
the third Wednesday of each month; in the case of Notes which reset quarterly,
the third Wednesday of March, June, September and December; in the case of
Notes which reset semiannually, the third Wednesday of two months of each year,
as specified on the face hereof; and in the case of Notes which reset annually,
the third Wednesday of one month of each year, as specified on the face hereof;
provided, however, that (a) the interest rate in effect from the Issue Date to
the first Interest Reset Date will be the initial interest rate set forth on
the face hereof (the "Initial Interest Rate") and (b) the interest rate in
effect for the ten calendar days immediately prior to maturity, redemption or
repayment will be that in effect on the tenth calendar day preceding such
maturity, redemption or repayment date. If any Interest Reset Date would
otherwise be a day that is not a Business Day, such Interest Reset Date shall
be postponed to the next succeeding Business Day, except that if the Base Rate
indicated on the face hereof is LIBOR, if such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day.
Except as provided below, interest on this Note will be payable: (i) if
this Note has a daily, weekly or monthly Interest Reset Date, on the third
Wednesday of each month or on the third Wednesday of March, June, September and
December, as specified on the face hereof; (ii) if this Note has a quarterly
Interest Reset Date, on the third Wednesday of March,
-6-
June, September and December; (iii) if this Note has a semiannual Interest
Reset Date, on the third Wednesday of the two months specified on the face
hereof; and (iv) if this Note has an annual Interest Reset Date, on the third
Wednesday of the month specified on the face hereof. If any such Interest
Payment Date would fall on 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, if the Base Rate indicated on the face hereof is LIBOR, if
such Business Day is in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding day that is a Business Day. If
the Maturity date or any earlier redemption or repayment date would fall on a
day that is not a Business Day, the payment of principal, premium, if any, and
interest will be made on the next succeeding Business Day, and no interest on
such payment shall accrue for the period from and after such Maturity,
redemption or repayment date, as the case may be.
Interest payments for this Note (except if this Note has a daily or weekly
Interest Reset Period) shall be the amount of interest accrued from and
including the Issue Date or from and including the last date to which interest
has been paid to, but excluding, the Interest Payment Date or Maturity date or
date of redemption or repayment. In the case of a Note with a daily or weekly
Interest Reset Period, interest payments shall be the amount of interest accrued
from and including the Issue Date or from, but excluding, the last Record Date
to which interest has been paid, as the case may be, to and including the Record
Date immediately preceding such Interest Payment Date, except that at Maturity
or earlier redemption or repayment, the interest payable will include interest
accrued to, but excluding, the Maturity, redemption or repayment date, as the
case may be.
Accrued interest shall be calculated by multiplying the principal amount of
this Note by an accrued interest factor. Such accrued interest factor will be
computed by adding the interest factors calculated for each day in the period
for which interest is being paid. The interest factor for each such day is
computed by dividing the interest rate applicable to such day by 360, in the
case of Notes with a Base Rate indicated on the face hereof which is the CD
Rate, Commercial Paper Rate, Federal Funds Rate, LIBOR or Prime Rate or by the
actual number of days in the year, in the case of Notes with a Base Rate
indicated on the face hereof which is the Treasury Rate or CMT Rate. All
percentages used in or resulting from any calculation of the rate of interest
will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded upward,
and all dollar amounts used in or resulting from such calculation will be
rounded to the nearest cent, with one-half cent rounded upward. The interest
rate in effect on any Interest Reset Date will be the applicable rate as reset
on such date. The interest rate applicable to any other day is the interest rate
from the immediately preceding Interest Reset Date (or, if none, the Initial
Interest Rate). Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, shown on the face hereof. In addition, the interest rate
hereon shall in no event be higher than the maximum interest rate permitted by
New York law as the same may be modified by United States law of general
application.
The calculation agent (the "Calculation Agent") shall be Bank of America
Illinois. Upon the request of the Holder of this Note, the Calculation Agent
will provide the interest rate then in effect and, if determined, the interest
rate that will become effective on the next Interest Reset Date with respect to
this Note.
The "Interest Determination Date" pertaining to an Interest Reset Date for
a Note with a Base Rate specified on the face hereof which is the CD Rate,
Commercial Paper Rate, Federal Funds Rate, CMT Rate or Prime Rate will be the
second Business Day next preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date for a Note with a Base
Rate specified on the face hereof which is LIBOR will be the second London
Banking Day preceding such Interest Reset Date. The
-7-
Interest Determination Date pertaining to an Interest Reset Date for a Note
with a Base Rate specified on the face hereof which is the Treasury Rate 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, but such auction
may be held on the preceding Friday. If, as the result of a legal holiday, an
auction is so held on the preceding Friday, such Friday will be the Interest
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week. If an auction falls on a day that is an Interest Reset Date,
such Interest Reset Date will be the next following Business Day.
The "Calculation Date," where applicable, pertaining to an Interest
Determination Date will be the earlier of (i) the tenth calendar day after such
Interest Determination Date, or, if such day is not a Business Day, the next
succeeding Business Day, or (ii) the Business Day preceding the applicable
Interest Payment Date or maturity date, as the case may be.
The Initial Interest Rate in effect with respect to this Note from the
Issue Date to the first Interest Reset Date will be specified on the face
hereof. The interest rates for each subsequent Interest Reset Date will be
determined by the Calculation Agent as follows on the basis of the Base Rate
specified on the face hereof, plus or minus the Spread or multiplied by the
Spread Multiplier, as indicated on the face hereof and subject to any Minimum
Interest Rate or Maximum Interest Rate as specified on the face hereof:
Determination of CD Rate.
-------------------------
If the Base Rate is the CD Rate as indicated on the face hereof, the "CD
Rate" means, with respect to any Interest Determination Date, the rate on such
date for negotiable certificates of deposit having the Index Maturity designated
on the face hereof as published by the Board of Governors of the Federal Reserve
System in "Statistical Release H.15(519), Selected Interest Rates," or any
successor publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "CDs (Secondary Market)," or, if not so
published by 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the CD Rate will be the rate on such
Interest Determination Date for negotiable certificates of deposit of the Index
Maturity designated on the face hereof as published by the Federal Reserve Bank
of New York in its daily statistical release "Composite 3:30 P.M. Quotations for
U.S. Government Securities" (the "Composite Quotations") under the heading
"Certificates of Deposit." If such rate is not yet published in either H.15(519)
or the Composite Quotations by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, the CD Rate on such
Interest Determination Date will be calculated by the Calculation Agent and will
be the arithmetic mean of the secondary market offered rates as of 10:00 A.M.,
New York City time, on such Interest Determination Date for certificates of
deposit in the denomination of $5,000,000 with a remaining maturity closest to
the Index Maturity designated on the face hereof of three leading nonbank
dealers in negotiable U.S. dollar certificates of deposit in the City of New
York selected by the Calculation Agent for negotiable certificates of deposit of
major United States money center banks; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as set forth
above, the CD Rate in effect for the applicable period will be the same as the
CD Rate for the immediately preceding Interest Reset Period (or, if there was no
such Interest Reset Period, the rate of interest payable on this Note for which
such CD Rate is being determined shall be the Initial Interest Rate).
Determination of Commercial Paper Rate.
---------------------------------------
If the Base Rate is the Commercial Paper Rate as indicated on the face
hereof, the "Commercial Paper Rate" means, with respect to any Interest
Determination Date, the Money Market Yield (as defined below) of the rate on
such date for commercial paper having the Index Maturity specified on the face
hereof, as such rate shall be published in H.15(519),
-8-
under the heading "Commercial Paper." In the event that such rate is not
published by 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, then the Commercial Paper Rate shall be
the Money Market Yield of the rate on such Interest Determination Date for
commercial paper of the Index Maturity designated on the face hereof as
published in Composite Quotations under the heading "Commercial Paper." If by
3:00 P.M., New York City time, on such Calculation Date such rate is not yet
available in either H.15(519) or Composite Quotations, then the Commercial
Paper Rate shall be the Money Market Yield of the arithmetic mean of the
offered rates as of 11:00 A.M., New York City time, on such Interest
Determination Date of three leading dealers of commercial paper in The City of
New York selected by the Calculation Agent for commercial paper of the 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 Commercial Paper Rate in effect for the applicable period will be the same
as the Commercial Paper Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the rate of interest
payable on this Note for which such Commercial Paper Rate is being determined
shall be the Initial Interest Rate).
"Money Market Yield" shall be a yield calculated in accordance with the
following formula:
Money Market Yield = D x 360
----------- x 100
360 - (DxM)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
Determination of Federal Funds Rate.
------------------------------------
If the Base Rate is the Federal Funds Rate as indicated on the face hereof,
the "Federal Funds Rate" means, with respect to any Interest Determination Date,
the rate on such date for Federal funds, as published in H.15(519) under the
heading "Federal Funds (Effective)," or, if not so published by 9:00 A.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Federal Funds Rate will be the rate on such Interest
Determination Date as published in the Composite Quotations under the heading
"Federal Funds/Effective Rate." If such rate is not yet published in either
H.15(519) or the Composite Quotations by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Federal
Funds Rate for such Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the rates for the last
transaction in overnight Federal funds, as of 9:00 A.M., New York City time, on
such Interest Determination Date, arranged by three leading brokers of Federal
funds transactions in The City of New York selected by the Calculation Agent;
provided, however, that if the brokers selected as aforesaid by the Calculation
Agent are not quoting as set forth above, the Federal Funds Rate in effect for
the applicable period will be the same as the Federal Funds Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable on this Note for which such Federal
Funds Rate is being determined shall be the Initial Interest Rate).
Determination of LIBOR.
- -----------------------
If the Base Rate is LIBOR as specified on the face hereof, "LIBOR" for each
Interest Determination Date will be determined by the Calculation Agent as
follows:
(i) As of the Interest Determination Date, LIBOR will be either: (a) if
"LIBOR Reuters" is specified 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 having the Index Maturity designated
on the face hereof, commencing on such Interest Determination Date, that appear
on the Designated LIBOR Page as of 11:00
-9-
A.M., London time, on that Interest 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 on the face
hereof, the rate for deposits in the Index Currency having the Index Maturity
designated on the face hereof, commencing on such Interest Determination Date,
that appears on the Designated LIBOR Page as of 11:00 A.M., London time, on
that Interest Determination Date. If fewer than two offered rates appear (if
"LIBOR Reuters" is specified on the face hereof) or no rate appears (if "LIBOR
Telerate" is specified on the face hereof), LIBOR in respect of the related
Interest Determination Date will be determined as if the parties had specified
the rate described in clause (ii) below.
(ii) With respect to an Interest Determination Date on which fewer than two
offered rates appear (if "LIBOR Reuters" is specified on the face hereof) or no
rate appears (if "LIBOR Telerate" is specified on the face hereof), 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
designated on the face hereof, commencing on the second London Banking Day
immediately following such Interest Determination Date, to prime banks in the
London interbank market at approximately 11:00 A.M., London time, on such
Interest 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 Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two quotations are provided,
LIBOR determined on such Interest Determination Date will be the arithmetic mean
of the rates quoted at approximately 11:00 A.M. (or such other time specified on
the face hereof), in the applicable principal financial center for the country
of the Index Currency on such Interest Determination Date, by three major banks
in such principal financial center selected by the Calculation Agent for loans
in the Index Currency to leading European banks, having the Index Maturity
designated on the face hereof and in a principal amount of not less than
$1,000,000 commencing on the second London Banking Day immediately following
such Interest Determination Date (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, LIBOR in effect for the applicable period will be
the same as LIBOR for the immediately preceding Interest Reset Period (or, if
there was no such Interest Reset Period, the rate of interest payable on this
Note for which LIBOR is being determined shall be the Initial Interest Rate).
"Index Currency" means the currency (including composite currencies)
specified on the face hereof as the currency for which LIBOR shall be
calculated. If no such 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
on the face hereof, the display on the Reuters Monitor Money Rates 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 on the face
hereof, the display on the Dow Jones Telerate Service 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 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.
Determination of Prime Rate.
---------------------------
If the Base Rate is the Prime Rate as specified on the face hereof, "Prime
Rate" means, with respect
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to any Interest Determination Date, the rate set forth in H.15(519) for such
date opposite the caption "Bank Prime Loan." If such rate is not yet published
by 9:00 A.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the Prime Rate for such Interest Determination
Date will be the arithmetic mean of the rates of interest publicly announced by
each bank named on the Reuters Screen NYMF Page (as defined below) as such
bank's prime rate or base lending rate as in effect for such Interest
Determination Date as quoted on the Reuters Screen NYMF Page on such Interest
Determination Date, or, if fewer than four such rates appear on the Reuters
Screen NYMF Page for such Interest Determination Date, the rate shall be the
arithmetic mean of the prime rates quoted on the basis of the actual number of
days in the year divided by 360 as of the close of business on such Interest
Determination Date by at least two of the three major money center banks in The
City of New York selected by the Calculation Agent from which quotations are
requested. If fewer than two quotations are provided, the Prime Rate shall be
calculated by the Calculation Agent and shall be determined as the arithmetic
mean on the basis of the prime rates in The City of New York by the appropriate
number of substitute banks or trust companies organized and doing business
under the laws of the United States, or any State thereof, in each case having
total equity capital of at least U.S. $500 million and being subject to
supervision or examination by federal or state authority, selected by the
Calculation Agent to quote such rate or rates; provided, however, that if the
banks or trust companies selected as aforesaid by the Calculation Agent are
not quoting as set forth above, the Prime Rate in effect for the applicable
period will be the same as the Prime Rate for the immediately preceding Interest
Reset Period (or, if there was no such Interest Reset Period, the rate of
interest payable on this Note for which such Prime Rate is being determined
shall be the Initial Interest Rate).
"Reuters Screen NYMF Page" means the display designated as Page "NYMF" on
the Reuters Monitor Money Rates Services (or such other page as may replace the
NYMF 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 Base Rate is the Treasury Rate as indicated on the face hereof, the
"Treasury Rate" means, with respect to any Interest Determination Date, the rate
for the auction held on such date of direct obligations of the United States
("Treasury Bills") having the Index Maturity designated on the face hereof, as
published in H.15(519) under the heading "Treasury Bills - auction average
(investment)" or, if not so published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, 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. In the event that the results of the auction of Treasury Bills
having the Index Maturity designated on the face hereof 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
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) calculated using 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 for the issue of Treasury Bills with a remaining maturity closest to the
Index Maturity designated on the face hereof; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting bid rates
as mentioned in this sentence, the Treasury Rate for such Interest Reset Date
will be the same as the Treasury Rate for the immediately preceding Interest
Reset Period (or, if there was no such Interest Reset Period, the rate of
interest payable on this Note for which the Treasury
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Rate is being determined shall be the Initial Interest Rate).
Determination of CMT Rate.
--------------------------
If the Base Rate is the CMT Rate as specified on the face hereof, "CMT
Rate" means, with respect to any Interest Determination Date, the rate displayed
on the Designated CMT Telerate Page (as defined below) under the caption "...
Treasury Constant Maturities ... Federal Reserve Board Release H.15 ... Mondays
Approximately 3:45 p.m.," under the column for the Designated CMT Maturity Index
(as defined below) for (i) if the Designated CMT Telerate Page is 7055, the rate
on such Interest Determination Date and (ii) if the Designated CMT Telerate Page
is 7052, the week or the month, as applicable, ended immediately preceding the
week in which the related 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
Interest Determination Date will be such Treasury Constant Maturity rate for the
Designated CMT Maturity Index as published in the relevant H.15(519). If such
rate is no longer published, or, if not published by 3:00 p.m., New York City
time, on the related Calculation Date, then the CMT Rate for such Interest
Determination Date will be such Treasury Constant Maturity rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the Interest Determination Date with respect
to such Interest Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of the
Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not provided by 3:00 p.m., New York
City time, on the related Calculation Date, then the CMT Rate for the Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity, based on the arithmetic mean of the secondary market closing
offer side prices as of approximately 3:30 p.m., New York City time, on the
Interest Determination Date reported, according to their written records, by
three leading primary United States government securities dealers (each, a
"Reference Dealer") in The City of New York (which may include the Agents or
their affiliates) selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent, after consultation with the Company,
and eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury notes") with an original maturity of
approximately the Designated CMT Maturity Index and 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 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 Interest Determination Date of three Reference Dealers in The City
of New York (from five such Reference Dealers selected by the Calculation Agent
and eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an amount
of at least $100,000,000. If three or four (and not five) of such Reference
dealers are quoting as described above, then the CMT Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest nor the
lowest of such quotes will be eliminated; provided however, that if fewer than
three Reference Dealers selected by the Calculation Agent are quoting as
described herein, the CMT Rate for such Interest Reset Date will be the same as
the CMT Rate for the immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, the rate of interest payable on this Note for
which the CMT Rate is being determined shall be the Initial Interest Rate). If
two Treasury notes with
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an original maturity as described in the third preceding sentence have
remaining terms to maturity equally close to the Designated CMT Maturity Index,
the quotes for the Treasury note with the shorter remaining term to maturity
will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page designated in an applicable Pricing Supplement (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 in the applicable Pricing Supplement, the Designated CMT
Telerate Page shall be 7052, for the most recent week.
"Designated CMT Maturity Index" shall be the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in an applicable Pricing Supplement with respect to which the CMT Rate
will be calculated. If no such maturity is specified in the applicable Pricing
Supplement, the Designated CMT Maturity Index shall be 2 years.
If one or more Redemption Dates (or range(s) of Redemption Dates) is
specified on the face hereof, this Note is subject to redemption on any such
date (or during any such range) upon not less than 30 or more than 60 days'
notice by mail, on any such date (or during any such range) or, if such date is
not a Business Day, on the first Business Day following such date, as a whole,
or from time to time in part, at the election of the Company, at a Redemption
Price determined as provided in this paragraph, together with interest accrued
to but excluding the Redemption Date, but any interest payment due on or prior
to the Redemption Date will be payable to the Holder hereof (or one or more
predecessor Securities) of record at the close of business on the Record Dates
referred to on the face hereof, all as provided in the Indenture. If applicable,
the "Redemption Price" for any such redemption shall be the amount determined by
multiplying the Redemption Percentage specified on the face hereof with respect
to the relevant Redemption Date (or range of such dates), by the portion of the
principal amount hereof (or, if this Note is an Original Issue Discount
Security, the portion of the Amortized Face Amount hereof) to be redeemed.
If one or more Redemption Dates (Option of Holder) (or range(s) of
Redemption Dates) is specified on the face hereof, this Note is subject to
redemption on any such date (or during any such range) or, if such date is not a
Business Day, on the first Business Day following such date, as a whole or from
time to time in part, at the election of the Holder hereof, at a Redemption
Price determined as provided in this paragraph, together with interest accrued
to but excluding the Redemption Date, but interest payments due on or prior to
the Redemption Date will be payable to the Holder hereof (or one or more
predecessor Securities) of record at the close of business on the Record Dates
referred to on the face hereof, all as provided in the Indenture. Such election
shall be effected by the Holder hereof delivering to the Company at the
principal corporate trust office of the Trustee (or duly authorized paying
agent) in The City of New York, not less than 30 nor more than 60 days prior to
the date on which this Note is to be redeemed, or during such other Notice
Period specified on the face hereof, a notice requesting such redemption in the
form described below and specifying the date upon which this Note is to be
redeemed. Any notice given by a Holder pursuant to this paragraph shall consist
of either (i) this Note with the form entitled "Option to Elect Redemption" set
forth at the end of this Note duly completed or (ii) a telegram, facsimile
transmission or a letter from a member of a national securities exchange, or 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 hereof, the
principal amount of this Note, the principal amount of this Note to be redeemed,
the certificate number or a description of the terms of this Note, a statement
that the option to elect redemption is being exercised thereby and a guarantee
that this Note, together with the duly completed form entitled "Option to Elect
Redemption" below will be received by the Trustee not later than the fifth
Business Day after the date of such telegram, facsimile transmission
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or letter; provided, that such telegram, facsimile transmission or letter shall
only be effective if this Note and form duly completed are received by the
Trustee by such fifth Business Day. Exercise of the redemption option by the
Holder hereof will be irrevocable. If applicable, the "Redemption Price" for
any such redemption shall be determined by multiplying the Redemption
Percentage (Option of Holder) specified on the face hereof with respect to the
relevant Redemption Date (Option of Holder) (or range of such dates) by the
portion of the principal amount hereof (or, if this Note is an Original Issue
Discount Security, the portion of the Amortized Face Amount hereof) to be
redeemed, together with interest accrued thereon to but excluding the
Redemption Date.
Notice of redemption having been given as aforesaid, this Note (or the
portion of the principal amount hereof so to be redeemed) shall, on the
Redemption Date, become due and payable at the Redemption Price herein
specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) shall cease to bear
interest. In the case of any partial redemption at the election of the Company
of Securities of this Series of like tenor and terms, the Company shall give the
Trustee written notice, at least 60 days (or such shorter period acceptable to
the Trustee) in advance of the Redemption Date as to the aggregate principal
amount to be redeemed, and the Securities to be redeemed shall be selected by
the Trustee in such manner as the Trustee shall deem appropriate and fair and
which may provide for the selection for redemption of portions of the principal
amount of Securities. If less than all the Securities of this Series of unlike
tenor and terms are to be redeemed, the particular Securities to be redeemed
shall be selected by the Company. In the event of any redemption of this Note in
part only, a new Security or Securities of this Series of like tenor for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof, provided that such unredeemed portion shall not be less
than the minimum denomination of this Note.
If an Event of Default shall have occurred and be continuing with respect
to the Securities of any Series, unless the principal of all of the Securities
of such Series shall have already become due and payable, either the Trustee or
the Holders of not less than 25% in aggregate principal amount of the Securities
of such Series then Outstanding, may declare the entire principal of (or, in the
case of Original Issue Discount Securities, the Amortized Face Amount thereof),
and premium, if any, on all of the Securities of such Series then Outstanding
and the interest accrued thereon to be due and payable immediately in the manner
and with the effect provided in the Indenture. Prior to a declaration of
acceleration of the Maturity of any Securities of any Series, the Holders of not
less than a majority in aggregate principal amount of the Securities of such
Series then Outstanding with respect to which a default or breach or an Event of
Default shall have occurred and be continuing may on behalf of the Holders of
all of the Securities of such Series waive any past default or breach or Event
of Default and its consequences, except a default or breach or Event of Default
in the payment of principal of (or, in the case of Original Issue Discount
Securities, the Amortized Face Amount thereof), or premium, if any or interest
on any Security of such Series. Upon any such waiver, such default or breach
shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured with the effect provided in the Indenture but no such waiver
shall extend to any subsequent or other default or breach or Event of Default or
impair any right consequent on such subsequent default or breach or Event of
Default.
The Indenture permits the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the Holders under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of the Securities then
Outstanding of all Series which are affected by such amendment or modification,
except that certain amendments which do not adversely affect the rights of any
Holder of the Securities may be made without the approval of Holders of the
Securities and no
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amendment or modification may, among other things, extend the Stated Maturity
of any Security, reduce the principal amount thereof, reduce the rate or extend
the time of payment of any interest thereon without the consent of the Holder
of each Security so affected or reduce the aforesaid majority in aggregate
principal amount of Securities of any Series, the consent of the Holders of
which is required for any such amendment or modification, without the consent
of the Holders of all Securities of each affected Series.
Notwithstanding any provision in the Indenture or any provision of this
Note, the Holder of this Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of (or, in the case of
Original Issue Discount Securities, the Amortized Face Amount thereof), and
premium, if any 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, transfer of this Note is registrable on the Security Register, upon
due presentment for registration of transfer of this Note at the office or
agency of the Company in New York, New York, or such other offices or agencies
as the Company may designate, and thereupon the Company shall execute and the
Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Security or Securities of Authorized Denomination, of the
same series and of like aggregate principal amount at Stated Maturity.
"Authorized Denominations" means, unless otherwise specified on the face
hereof, (i) with respect to Notes denominated in U.S. dollars, $1,000 or any
amount in excess thereof which is an integral multiple of $1,000 and (ii) with
respect to Notes denominated in foreign or composite currencies, the equivalent
of $1,000 (rounded to an integral multiple of 1,000 units of such Specified
Currency), or any amount in excess thereof which is an integral multiple of
1,000 units of such Specified Currency, as determined by reference to the noon
dollar buying rate in New York City for cable transfers of such Specified
Currency published by the Federal Reserve Bank of New York (the "Market
Exchange Rate") on the Business Day immediately preceding the date of issuance;
provided, however, that in the case of ECU's, the Market Exchange Rate shall be
the rate of exchange determined by the Commission of the European Communities
(or any successor thereto) as published in the Official Journal of the European
Communities, or any successor publication, on the Business Day immediately
preceding the date of issuance. As provided in the Indenture and subject to
certain limitations therein set forth, this Note is exchangeable for a like
aggregate principal amount of Securities of the same terms as this Note and of
Authorized Denominations.
No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or this Note or because of any indebtedness evidenced thereby,
shall be had against any incorporator, as such or against any past, present or
future stockholder, officer or director, as such, of the Company or of any
successor, either directly or through the Company or any successor, under any
rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of this Note by
the Holder hereof and as part of the consideration for the issue of this Note.
No service charge will be made for any such exchange or registration of
transfer, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge imposed in relation thereto.
All terms used in this Note which are defined in the Indenture have the
meanings assigned to them in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription of the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN
ACT - _______________ Custodian ________________
(Custodian) (minor)
Under Uniform Gifts to Minor Act (_______________)
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
Insert assignee's soc. sec. or tax I.D. no.
_______________________________________________________________________________
(Print or type assignee's name, address and zip code)
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
and irrevocably appoint________________________________________________________
_______________________________________________________________________________
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.
_______________________________________________________________________________
Dated:_______________ _______________________________________
_______________________________________
NOTICE: The signature to this assignment must correspond with the name as
it appears on the first page of the within Note in every particular, without
alteration or enlargement or any change whatever and must be guaranteed by a
member of a recognized Medallion Program approved by the Securities Transfer
Association Inc.
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OPTION TO ELECT REDEMPTION
The undersigned hereby irrevocably requests and instructs Dean Foods
Company to redeem the within Note (or portion thereof specified below) pursuant
to its terms by payment of the Redemption Price to the undersigned at
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF THE
UNDERSIGNED)
_______________________________________________________________________________
_______________________________________________________________________________
If less than the entire principal amount of the within Note is to be
redeemed, specify the portion thereof which the Holder elects to have redeemed:
____________________________________; specify the denomination or denominations
(which shall not be less than the minimum Authorized Denomination) of the
Securities to be issued to the Holder for the portion of the within Note not
being redeemed (in the absence of any such specification, one such Security will
be issued for the portion not being redeemed):
_______________________________________________________________________________
Dated:__________________ _______________________________________
_______________________________________
NOTICE: This signature on this Option to Elect Redemption must correspond
with the name as written upon the face of the within Note in every particular
without alteration or enlargement or any change whatever and must be guaranteed
by a member of a recognized Medallion Program approved by the Securities
Transfer Association Inc.
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