Exhibit 4.3
[Face of Note]
CUSIP NO. MAYTAG CORPORATION PRINCIPAL AMOUNT: $
------- ---
REGISTERED NO. FL ___ MEDIUM-TERM NOTE, SERIES B
Due from Nine Months to 30 Years from Date of Issue
If this Note is a Book-Entry Note, the registered owner of this Note
(as indicated below) is The Depository Trust Company (the "Depositary") or a
nominee of the Depositary, and the following legend is applicable: Unless this
certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to the Issuer or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co., or to 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.
The following summary of terms is subject to the information set forth
on the reverse hereof:
ORIGINAL ISSUE DATE: OVERDUE RATE:
STATED MATURITY: SINKING FUND: [_] YES [_] NO
AUTHORIZED DENOMINATIONS CALCULATION AGENT:
(If other than $1,000 and integral
multiples of $1,000 in excess thereof): AMORTIZING NOTE: [_] YES [_] NO
FORM: [_] BOOK-ENTRY
[_] CERTIFICATED
PAYING AGENT (If other than the Trustee): OPTIONAL REDEMPTION: [_] YES [_] NO
INTEREST RATE BASIS: INITIAL REDEMPTION DATE:
INDEX MATURITY: INITIAL REDEMPTION
PERCENTAGE:
INTEREST PAYMENT DATES:
ANNUAL PERCENTAGE
REGULAR RECORD DATES: REDEMPTION REDUCTION:
INITIAL INTEREST RATE:
MAXIMUM INTEREST RATE: REDEMPTION PRICE: The Initial
Redemption Percentage, as adjusted
MINIMUM INTEREST RATE: downward by the Annual Percentage
Redemption Reduction on each
SPREAD: anniversary of the Initial
Redemption Date (until the adjusted
SPREAD MULTIPLIER: percentage is 100%), multiplied by
the unpaid Principal Amount of the
Note or the portion thereof to be
redeemed.
RESET PERIOD: OPTION TO ELECT REPAYMENT:
[_] YES [_] NO
INTEREST RESET DATES: OPTIONAL REPAYMENT DATE(S):
INTEREST DETERMINATION DATES: OPTIONAL REPAYMENT PRICE(S):
OTHER PROVISIONS:
ANNEX ATTACHED (and incorporated
by reference herein):
[_] YES [_] NO
If this Note was issued with "original issue discount" for purposes of
Section 1273 of the Internal Revenue Code of 1986, as amended, the following
shall be completed:
ORIGINAL ISSUE TOTAL AMOUNT OF OID: ISSUE PRICE (expressed
DISCOUNT NOTE: as a percentage of aggregate
principal amount):
[_] Yes [_] No
YIELD TO MATURITY: INITIAL ACCRUAL PERIOD OID:
MAYTAG CORPORATION , a corporation duly organized and existing under the
laws of Delaware (herein called the "Company," which term includes any successor
corporation under the Indenture referred to on the reverse hereof), for value
received, hereby promises to pay to ___________________________________________
or registered assigns, the principal sum specified above on the Stated Maturity
shown above, and to pay interest thereon from and including the Original Issue
Date shown above or from and including the most recent Interest Payment Date (as
hereinafter defined) to which interest has been paid or duly provided for, as
the case may be.
Interest will be paid on the Interest Payment Date or Dates specified
above, at the rate per annum determined in accordance with the provisions on the
reverse hereof, depending on the Interest Rate Basis, the Spread, if any, and/or
the Spread Multiplier, if any, specified above, commencing with the first such
Interest Payment Date next succeeding the Original Issue Date shown above
(except as provided below) until the principal hereof is paid or made available
for payment and on the Stated Maturity, and, if specified above, interest will
accrue on any overdue principal and on any overdue installment of interest (to
the extent such interest is legally enforceable) at the Overdue Rate per annum
specified above. The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this Note (or one or more predecessor Notes) is
registered in the Security Register at the close of business on the Regular
Record Date specified above next preceding such Interest Payment Date. The first
payment of interest on any Note originally issued between a Regular Record Date
and the next Interest Payment Date will be made on the Interest Payment Date
following the next succeeding Regular Record Date to the Holder on such next
succeeding Regular Record Date. Except as otherwise provided in the Indenture,
any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof is to be
given to Holders of Notes not less than 10 calendar days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.
If this Note is a Book-Entry Note as specified above, while this Note is
represented by one or more Book-Entry Notes registered in the name of the
Depositary or its nominee, the Company will cause payments of principal of,
premium, if any, and interest on such Book-Entry Notes to be made to the
Depositary or its nominee, as the case may be, by wire transfer to the extent,
in the funds and in the manner required by agreements with, or regulations or
procedures prescribed from time to time by, the Depositary or its nominee, and
otherwise in accordance with such agreements, regulations and procedures. If
this Note is a Book-Entry Note as specified above, the following legend is
applicable except as specified on the reverse hereof: THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY 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 OF THE DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR.
If this Note is a certificated Note as specified above, payments of
interest and, if this Note is an Amortizing Note as specified above, principal
on this Note (other than interest, and if this Note is an Amortizing Note,
principal payable at Stated Maturity) will be made by mailing a check to the
Holder at the address of the Holder appearing in the Security Register on the
applicable Regular Record Date. Notwithstanding the foregoing, at the option of
the Company, all payments of interest and, if this is an Amortizing Note,
principal on this Note may be made by wire transfer of immediately available
funds to an account designated by the Holder at a bank located in the United
States.
The Company will pay any administrative costs imposed by banks in
connection with making payments by wire transfer, but not any tax, assessment or
governmental charge imposed upon the Holder of this Note. If this Note is a
certificated Note as specified above, payment of the principal, premium, if any,
and interest payable at Maturity in respect of this Note will be made in
immediately available funds upon surrender of this Note accompanied by wire
instructions at the Corporate Trust Office of the Trustee in the City of
Chicago, Illinois or in the Borough of Manhattan, The City of New York, provided
that this Note is presented to the Trustee in time for the Trustee to make such
payment in such funds in accordance with its normal procedures.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH
ON THE REVERSE HEREOF OR THE ATTACHED ANNEX, IF ANY, WHICH FURTHER PROVISIONS
SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, or its successor as Trustee, or its
Authenticating Agent, by manual signature of an authorized signatory, this Note
will not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION MAYTAG CORPORATION
This is one of the Securities of the
series designated therein referred to By:
in the within-mentioned Indenture. -------------------------------
Its:
---------------------------
THE FIRST NATIONAL BANK OF CHICAGO,
As Trustee Attest:
---------------------------
By: Its:
---------------------------------- ---------------------------
Authorized Officer
[Reverse of Note]
MAYTAG CORPORATION
MEDIUM-TERM NOTE, SERIES B
SECTION 1. General. This Note is one of a duly authorized issue of
Securities of the Company (herein called the "Notes"), issued and to be issued
in one or more series under an Indenture, dated as of June 15, 1987, as
supplemented from time to time (herein called the "Indenture"), between the
Company and The First National Bank of Chicago, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Note is one of the Securities of the series designated on the
face hereof. The Notes may bear different dates, mature at different times, bear
interest at different rates, be subject to different redemption provisions, if
any, may be subject to different sinking funds, purchase or analagous funds, if
any, and may otherwise vary, all as provided in the Indenture.
SECTION 2. Interest Rate Calculations; Payments. The interest rate on this
Note will be equal to either (i) the interest rate calculated by reference to
the Interest Rate Basis specified on the face hereof plus or minus the Spread,
if any, (ii) the interest rate calculated by reference to the Interest Rate
Basis specified on the face hereof multiplied by the Spread Multiplier, if any
or (iii) the interest rate calculated by reference to the Interest Rate Basis
specified on the face hereof plus or minus the Spread, if any, and multiplied by
the Spread Multiplier, if any. The "Spread" is the number of basis points (one
basis point equals one-hundredth of a percentage point) specified on the face
hereof as being applicable to this Note, and the "Spread Multiplier" is the
percentage specified on the face hereof as being applicable to this Note.
Specified on the face hereof is the Interest Rate Basis and the Spread and/or
Spread Multiplier, if any, and the maximum or minimum interest rate, if any,
applicable to this Note. Specified on the face hereof are particulars as to the
Calculation Agent (unless otherwise specified, The First National Bank of
Chicago (in such capacity, the "Calculation Agent")), Index Maturity, Original
Issue Date, the interest rate in effect for the period from the Original Issue
Date to the first Interest Reset Date specified on the face hereof (the "Initial
Interest Rate"), Interest Determination Dates, Interest Payment Dates, Regular
Record Dates and Interest Reset Dates with respect to this Note.
Except as provided below, the Interest Payment Dates for the payment of
interest and, if this Note is an Amortizing Note, principal on this Note will be
(i) if this Note resets daily, weekly or monthly, the third Wednesday of each
month or the third Wednesday of March, June, September and December of each
year, as specified on the face hereof; (ii) if this Note resets quarterly, the
third Wednesday of March, June, September and December of each year, as
specified on the face hereof; (iii) if this Note resets semiannually, the third
Wednesday of the two months of each year specified on the face hereof; and (iv)
if this Note resets annually, the third Wednesday of the one month of each year
specified on the face hereof and, in each case, at Maturity. If any Interest
Payment Date, other than Maturity, for this Note is not a Business Day for this
Note, such Interest Payment Date will be postponed to the next day that is a
Business Day for this Note, except that if the Interest Rate Basis specified on
the face hereof is LIBOR, if such Business Day is in the next succeeding
calendar month, such Interest Payment Date will be the immediately preceding
London Business Day. If the Maturity for this Note falls on a day that is not a
Business Day, payment of principal, premium, if any, and interest to be made on
such day with respect to this Note will be made on the next day that is a
Business Day with the same force and effect as if made on the due date, and no
additional interest will be payable on the date of payment for the period from
and after the due date as a result of such delayed payment.
The rate of interest on this Note will be reset daily, weekly, monthly,
quarterly, semiannually or annually (such period being the "Reset Period" for
this Note, and the first day of each Reset Period being an "Interest Reset
Date"), as specified on the face hereof. Unless otherwise specified on the face
hereof, the Interest Reset Date will be, if this Note resets daily, each
Business Day for this Note; if this Note resets weekly (unless the Interest Rate
Basis specified on the face hereof is the Treasury Rate), the Wednesday of each
week; if this Note resets weekly and the Interest Rate Basis specified on the
face hereof is the Treasury Rate, the Tuesday of each week (except as specified
below); if this Note resets monthly (unless the Interest Rate Basis specified on
the face hereof is the 11th District Cost of Funds Rate), the third Wednesday of
each month; if this Note resets monthly and the Interest Rate Basis specified on
the face hereof is the 11th District Cost of Funds Rate, the first calendar day
of the month; if this Note resets quarterly, the third Wednesday of each March,
June, September and December; if this Note resets semiannually, the third
Wednesday of the two months of each year specified on the face hereof; and if
this Note resets annually, the third Wednesday of the one month of each year
specified on the face hereof; provided, however, that the interest rate in
effect from the Original Issue Date to but excluding the first Interest Reset
Date will be the Initial Interest Rate specified on the face hereof. If the
Interest Reset Date is not a Business Day for this Note, the Interest Reset Date
will be postponed to the next day that is a Business Day for this Note, except
that if the Interest Rate Basis specified on the face hereof is LIBOR, if such
Business Day is in the next succeeding calendar month, such Interest Reset Date
will be the immediately preceding London Business Day. Each adjusted rate will
be applicable on and after the Interest Reset Date to which it relates to but
excluding the next succeeding Interest Reset Date or until Maturity.
The interest rate for each Reset Period will be the rate determined by the
Calculation Agent on the Calculation Date (as defined below) pertaining to the
Interest Determination Date pertaining to the Interest Reset Date for such Reset
Period. Unless otherwise specified on the face hereof, the "Interest
Determination Date" pertaining to an Interest Reset Date (a) if the Interest
Rate Basis specified on the face hereof is Commercial Paper Rate (the
"Commercial Paper Interest Determination Date"), (b) if the Interest Rate Basis
specified on the face hereof is CD Rate (the "CD Interest Determination Date'),
(c) if the Interest Rate Basis specified on the face hereof is CMT Rate (the
"CMT Interest Determination Date"), (d) if the Interest Rate Basis specified on
the face hereof is Federal Funds Rate (the "Federal Funds Interest Determination
Date"), (e) if the Interest Rate Basis specified on the face hereof is Kenny
Rate (the "Kenny Rate Interest Determination Date") or (f) if the Interest Rate
Basis specified on the face hereof is Prime Rate (the "Prime Interest
Determination Date"), will be the second Business Day prior to such Interest
Reset Date as specified on the face hereof. Unless otherwise specified on the
face hereof, the Interest Determination Date pertaining to an Interest Reset
Date, if the Interest Rate Basis specified on the face hereof is 11th District
Cost of Funds Rate (the "11th District Interest Determination Date"), will be
the last Business Day of the month immediately preceding such Interest Reset
Date on which the Federal Home Loan Bank of San Francisco (the "FHLB of San
Francisco") publishes the Index (as defined below under "Determination of 11th
District Cost of Funds Rate"). Unless otherwise specified on the face hereof,
the Interest Determination Date pertaining to an Interest Reset Date, if the
Interest Rate Basis specified on the face hereof is LIBOR (the "LIBOR Interest
Determination Date"), will be the second London Business Day immediately
preceding such Interest Reset Date. Unless otherwise specified on the face
hereof, the Interest Determination Date pertaining to an Interest Reset Date, if
the Interest Rate Basis specified on the face hereof is Treasury Rate (the
"Treasury Interest Determination 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 usually sold at auction on Monday of each week,
unless that day is a legal holiday, in which case the auction is usually held on
the following Tuesday, except that such auction may be held on the preceding
Friday. If an auction is so held on the preceding Friday, such Friday will be
the Treasury Interest Determination Date pertaining to the Reset Period
commencing in the next succeeding week. If an auction date falls on any Interest
Reset Date for this Note (if the Interest Rate Basis specified on the face
hereof is Treasury Rate), then such Interest Reset Date will instead be the
first Business Day immediately following such auction date. Unless otherwise
specified on the face hereof, the "Calculation Date" pertaining to any Interest
Determination Date will be the earlier of (i) the tenth calendar day after the
Interest Determination Date or, if
such day is not a Business Day, the next day that is a Business Day, or (ii) the
Business Day preceding the applicable Interest Payment Date or Maturity, as the
case may be.
"Business Day" means, unless otherwise specified on the face hereof, any
Monday, Tuesday, Wednesday, Thursday or Friday that in The City of New York is
not a day on which banking institutions are authorized or obligated by law,
regulation or executive order to close and, if the Interest Rate Basis specified
on the face hereof is LIBOR, is also a London Business Day. "London Business
Day" means any day (a) if the Designated LIBOR Currency is other than the ECU,
on which dealings in deposits in such Designated LIBOR Currency are transacted
in the London interbank market or (b) if the Designated LIBOR Currency is the
ECU, that is not designated as an ECU Non-Settlement Day by the ECU Banking
Association in Paris or otherwise generally regarded in the ECU interbank market
as a day on which payments on ECUs will not be made.
"Index Maturity" means the period to maturity of the instrument or
obligation on which the interest rate formula is based, as specified on the face
hereof.
Unless otherwise specified on the face hereof, if this Note is an
Amortizing Note, payments with respect to this Note will be applied first to
interest due and payable hereon and then to the reduction of the unpaid
principal amount hereof. If this Note is an Amortizing Note, a table setting
forth repayment information in respect to this Note will be provided to the
original purchaser hereof and will be available, upon request, to subsequent
Holders.
Unless otherwise specified on the face hereof, payments on this Note with
respect to any Interest Payment Date or Maturity will include interest accrued
from and including the Original Issue Date, or from and including the most
recent Interest Payment Date to which interest has been paid or duly provided
for, to but excluding such Interest Payment Date or Maturity. Accrued interest
is calculated by multiplying the principal amount of this Note by an accrued
interest factor. This accrued interest factor is computed by adding the interest
factors calculated for each day from and including the Original Issue Date, or
from and including the last date to which interest has been paid or duly
provided for, to but excluding the date for which accrued interest is being
calculated. The interest factor for each such day is computed by dividing the
interest rate applicable to such day by 360, if the Interest Rate Basis
specified on the face hereof is Commercial Paper Rate, CD Rate, Federal Funds
Rate, 11th District Cost of Funds Rate, LIBOR or Prime Rate, or by the actual
number of days in the year, if the Interest Rate Basis specified on the face
hereof is CMT Rate or Treasury Rate, or by 365 days if the Interest Rate Basis
specified on the face hereof is Kenny Rate.
The Calculation Agent will calculate the interest rate on this Note, as
provided below. The Calculation Agent will, upon the request of the Holder of
this Note, provide the interest rate then in effect and, if then determined, the
interest rate which will become effective as a result of a determination made
with respect to the most recent Interest Determination Date with respect to this
Note. For purposes of calculating the rate of interest payable on this Note, the
Company has entered into or will enter into an agreement with the Calculation
Agent. The Calculation Agent's determination of any interest rate will be final
and binding in the absence of manifest error.
Notwithstanding the determination of the interest rate as provided below,
the interest rate on this Note for any interest period will not be greater than
the maximum interest rate, if any, or less than the minimum interest rate, if
any, specified on the face hereof. The interest rate on this Note will in no
event be higher than the maximum rate permitted by Illinois or other applicable
law, as the same may be modified by United States law of general application.
DETERMINATION OF COMMERCIAL PAPER RATE. If the Interest Rate Basis specified on
the face hereof is Commercial Paper Rate, the interest rate determined with
respect to any Commercial Paper Interest Determination Date will be the
Commercial Paper Rate on such Commercial Paper Interest Determination Date plus
or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if any,
as specified on the face hereof.
Unless otherwise specified on the face hereof, "Commercial Paper Rate"
means, with respect to any Commercial Paper Interest Determination Date, the
Money Market Yield (calculated as described below) of the rate on such date for
commercial paper having the Index Maturity specified 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 ("H.15(519)") under the heading
"Commercial Paper." In the event that such rate is not published prior to 9:00
A.M., New York City time, on the Calculation Date pertaining to such Commercial
Paper Interest Determination Date, then the Commercial Paper Rate with respect
to such Commercial Paper Interest Determination Date will be the Money Market
Yield of the rate on such Commercial Paper Interest Determination Date for
commercial paper having the Index Maturity specified 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" or any
successor publication ("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 published in either H.15(519) or Composite Quotations, then the
Commercial Paper Rate with respect to such Commercial Paper Interest
Determination Date will be calculated by the Calculation Agent and will be the
Money Market Yield of the arithmetic mean of the offered rates (quoted on a bank
discount basis) 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 commercial paper having
the Index Maturity specified on the face hereof placed for an industrial issuer
whose bond rating is "AA," or the equivalent, from a nationally recognized
securities rating agency; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Commercial Paper Rate with respect to such Commercial Paper
Interest Determination Date will be the Commercial Paper Rate in effect
immediately prior to such Commercial Paper Interest Determination Date.
"Money Market Yield" will be a yield (expressed as a percentage rounded, if
necessary, to the nearest one hundred-thousandth of a percent) calculated in
accordance with the following formula:
Money Market Yield = D x 360 x 100
-------------
360 - (D x M)
where "D" refers to the 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 accrued interest is being calculated.
DETERMINATION OF CD RATE. If the Interest Rate Basis specified on the face
hereof is CD Rate, the interest rate determined with respect to any CD Interest
Determination Date will be the CD Rate on such CD Interest Determination Date
plus or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if
any, as specified on the face hereof.
Unless otherwise specified on the face hereof, "CD Rate" means, with
respect to any CD Interest Determination Date, the rate on such date for
negotiable certificates of deposit having the Index Maturity specified on the
face hereof as published in H.15(519) under the heading "CDs (Secondary
Market)." In the event that such rate is not published prior to 9:00 A.M., New
York City time, on the Calculation Date pertaining to such CD Interest
Determination Date, then the CD Rate with respect to such CD Interest
Determination Date will be the rate on such CD Interest Determination Date for
negotiable certificates of deposit having 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 such
rate is not published in either H.15(519) or Composite Quotations, then the CD
Rate with respect to such CD Interest Determination Date will be calculated by
the Calculation Agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on such CD Interest
Determination Date of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United States money market
banks (in the market for negotiable certificates of deposit) with a remaining
maturity closest to the Index Maturity specified on the face hereof in a
denomination of $5,000,000; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the CD Rate with respect to such CD Interest Determination Date will
be the CD Rate in effect immediately prior to such CD Interest Determination
Date.
DETERMINATION OF CMT RATE. If the Interest Rate Basis specified on the face
hereof is CMT Rate, the interest rate determined with respect to any CMT
Interest Determination Date will be the CMT Rate on such CMT Interest
Determination Date plus or minus the Spread, if any, and/or multiplied by the
Spread Multiplier, if any, as specified on the face hereof.
Unless otherwise specified on the face hereof, "CMT Rate" means, with
respect to any CMT 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, such CMT Interest Determination Date and (ii) if the Designated CMT
Telerate Page is 7052, the week, or the month, as specified on the face hereof,
ended immediately preceding the week in which the applicable CMT 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 Calculation
Date pertaining to such CMT Interest Determination Date, then the CMT Rate with
respect to such CMT 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 Calculation Date pertaining to such CMT
Interest Determination Date, then the CMT Rate with respect to such CMT Interest
Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the CMT 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 Calculation Date pertaining to such CMT Interest Determination
Date, then the CMT Rate with respect to such CMT Interest Determination Date
will be calculated by the Calculation Agent and will be a yield to maturity,
based on the arithmetic mean of the secondary market closing offer side prices
as of approximately 3:30 P.M., New York City time, on the CMT 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") 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 with respect to
such CMT 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 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 with respect to such
CMT Interest Determination Date 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
will be the CMT Rate in effect immediately prior to such CMT 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 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 specified 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 published in H.15(519)), for the purpose of displaying
Treasury Constant Maturities as published in H.15(519). If no such page is
specified on the face hereof, the Designated CMT Telerate Page will be 7052, for
the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the Treasury Notes (either one, two, three, five, seven, ten, twenty or thirty
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 will be two years.
DETERMINATION OF FEDERAL FUNDS RATE. If the Interest Rate Basis specified on
the face hereof is Federal Funds Rate, the interest rate determined with respect
to any Federal Funds Interest Determination Date will be the Federal Funds Rate
on such Federal Funds Interest Determination Date plus or minus the Spread, if
any, and/or multiplied by the Spread Multiplier, if any, specified on the face
hereof.
Unless otherwise specified on the face hereof, "Federal Funds Rate" means,
with respect to any Federal Funds Interest Determination Date, the rate on such
date for Federal Funds as published in H.15(519) under the heading "Federal
Funds (Effective)." In the event that such rate is not published prior to 3:00
P.M., New York City time, on the Calculation Date pertaining to such Federal
Funds Interest Determination Date, then the Federal Funds Rate will be the rate
on such Federal Funds Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate." If by 3:00 P.M.,
New York City time, on such Calculation Date such rate is not published in
either H.15(519) or Composite Quotations, then the Federal Funds Rate with
respect to such Federal Funds Interest Determination Date will be calculated by
the Calculation Agent and will be the arithmetic mean (rounded, if necessary, to
the nearest one hundred-thousandth of a percent) of the rates as of 9:00 A.M.,
New York City time, on such Federal Funds Interest Determination Date for the
last transaction in overnight Federal Funds 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 mentioned in this sentence, the Federal
Funds Rate with respect to such Federal Funds Interest Determination Date will
be the Federal Funds Rate in effect immediately prior to such Federal Funds
Interest Determination Date.
DETERMINATION OF 11TH DISTRICT COST OF FUNDS RATE. If the Interest Rate Basis
specified on the face hereof is 11th District Cost of Funds Rate, the interest
rate determined with respect to any 11th District Interest Determination Date
will be the 11th District Cost of Funds Rate on such 11th District Interest
Determination Date plus or minus the Spread, if any, and/or multiplied by the
Spread Multiplier, if any, specified on the face hereof.
Unless otherwise specified on the face hereof, "11th District Cost of Funds
Rate" means, with respect to any 11th District Interest Determination Date, the
rate equal to the monthly weighted average cost of funds for the calendar month
preceding such 11th District Interest Determination Date as set forth under the
caption "11th District" on Telerate Page 7058 as of 11:00 A.M., San Francisco
time, on such 11th District Interest Determination Date. If such rate does not
appear on Telerate Page 7058 on any related 11th District Interest Determination
Date, the 11th District Cost of Funds Rate for such 11th District Interest
Determination Date will be the monthly weighted average cost of funds paid by
member institutions of the Eleventh Federal Home Loan Bank District that was
most recently announced (the "Index") by the FHLB of San Francisco as such cost
of funds for the calendar month preceding the date of such announcement. If the
FHLB of San Francisco fails to announce such rate for the calendar month next
preceding such 11th District Interest Determination Date, then the 11th District
Cost of Funds Rate with respect to such 11th District Interest Determination
Date will be the 11th District Cost of Funds Rate then in effect on such 11th
District Interest Determination Date.
KENNY RATE NOTES. If the Interest Rate Basis specified on the face hereof is
Kenny Rate, the interest rate determined with respect to any Kenny Rate Interest
Determination Date will be the Kenny Rate on such Kenny Rate Interest
Determination Date plus or minus the Spread, if any, and/or multiplied by the
Spread Multiplier, if any, specified on the face hereof.
Unless otherwise specified on the face hereof, "Kenny Rate" means, with
respect to any Kenny Rate Interest Determination Date, the high grade weekly
index (the "Weekly Index") on such date made available by J.J. Kenny Information
Systems ("Kenny") to the Calculation Agent. The Weekly Index is, and will be,
based upon 30 day yield evaluations at par of bonds, the interest on which is
exempt from Federal income taxation under the Internal Revenue Code of 1986, as
amended (the "Code"), of not less than five high grade component issuers
selected by Kenny which will include, without limitation, issuers of general
obligation bonds. The specified issuers included among the component issuers may
be changed from time to time by Kenny in its discretion. The bonds on which the
Weekly Index is based will not include any bonds on which the interest is
subject to a minimum tax or similar tax under the Code unless all tax-exempt
bonds are subject to such tax. In the event Kenny ceases to make available such
Weekly Index, a successor indexing agent will be selected by the Calculation
Agent, such index to reflect the prevailing rate for bonds rated in the highest
short-term rating category by Moody's Investors Service, Inc. and Standard &
Poor's Corporation in respect of issuers most closely resembling the high grade
component issuers selected by Kenny for its Weekly Index, the interest on which
is (A) variable on a weekly basis, (B) exempt from Federal income taxation under
the Code and (C) not subject to a minimum tax or similar tax under the Code
unless all tax-exempt bonds are subject to such tax. If such successor indexing
agent is not available, the Kenny Rate with respect to any Kenny Rate Interest
Determination Date will be 67% of the rate determined as if the Treasury Rate
option had been originally selected.
DETERMINATION OF LIBOR. If the Interest Rate Basis specified on the face hereof
is LIBOR, the interest rate determined with respect to any LIBOR Interest
Determination Date will be LIBOR on such LIBOR Interest Determination Date plus
or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if any,
specified on the face hereof.
Unless otherwise specified on the face hereof, LIBOR means, with respect to
any LIBOR Interest Determination Date, the rate determined by the Calculation
Agent in accordance with the following provisions:
(i) With respect to any LIBOR 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 will be used) for deposits in the Designated
LIBOR Currency (as defined below) having the Index Maturity specified on
the face hereof, commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date, which appear on the
Designated LIBOR Page specified on the face hereof as of 11:00 A.M., London
time, on that LIBOR 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 Designated LIBOR Currency
having the Index Maturity specified on the face hereof, commencing on the
second London Business Day immediately following such LIBOR Interest
Determination Date, which appears on the Designated LIBOR Page specified on
the face hereof as of 11:00 A.M., London time, on that LIBOR Interest
Determination Date. Notwithstanding the foregoing, if fewer than two
offered rates appear on the Designated LIBOR Page with respect to LIBOR
Reuters (unless the specified Designated LIBOR Page by its terms provides
only for a single rate, in which case such single rate will be used), or if
no rate appears on the Designated LIBOR Page with respect to LIBOR
Telerate, whichever may be applicable, LIBOR with respect to such LIBOR
Interest Determination Date will be determined as if the parties had
specified the rate described in clause (ii) below.
(ii) With respect to any LIBOR Interest Determination Date on which
fewer than two offered rates appear on the Designated LIBOR Page with
respect to LIBOR Reuters (unless the Designated LIBOR Page by its terms
provides only for a single rate, in which case such single rate will be
used), or if no rate appears on the Designated LIBOR Page with respect to
LIBOR Telerate, as the case may be, the Calculation Agent will request the
principal London office of each of four major banks in the London interbank
market selected by the Calculation Agent to provide the Calculation Agent
with its offered rate quotation for deposits in the Designated LIBOR
Currency for the period of the Index Maturity specified on the face hereof,
commencing on the second London Business Day immediately following such
LIBOR Interest Determination Date, to prime banks in the London interbank
market as of 11:00 A.M., London time, on such LIBOR Interest Determination
Date and in a principal amount that is representative for a single
transaction in such Designated LIBOR Currency in such market at such time.
If at least two such quotations are provided, LIBOR with respect to such
LIBOR Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of such quotations. If fewer than two
quotations are provided, LIBOR with respect to such LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted as of
11:00 A.M. in the applicable Principal Financial Center (as defined below),
on such LIBOR Interest Determination Date by three major banks in such
Principal Financial Center selected by the Calculation Agent for loans in
the Designated LIBOR Currency to leading European banks, commencing on the
second London Business Day immediately following such LIBOR Interest
Determination Date having the Index Maturity specified on the face hereof
in a principal amount that is representative for a single transaction in
such Designated LIBOR 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 with respect to such LIBOR
Interest Determination Date will be LIBOR in effect immediately prior to
such LIBOR Interest Determination Date.
"Designated LIBOR Currency" means the currency (including a composite
currency), if any, designated on the face hereof as the Designated LIBOR
Currency. If no such currency is designated on the face hereof, the Designated
LIBOR Currency will be U.S. dollars.
"Designated LIBOR Page" means either (a) the display on the Reuters
Monitor Money Rates Service for the purpose of displaying the London interbank
rates of major banks for the applicable Designated LIBOR Currency (if "LIBOR
Reuters" is specified on the face hereof), or (b) the display on the Dow Jones
Telerate Service for the purpose of displaying the London interbank rates of
major banks for the applicable designated LIBOR Currency (if "LIBOR Telerate" is
specified on the face hereof). If neither LIBOR Reuters nor LIBOR Telerate is
specified on the face hereof, LIBOR for the applicable Designated LIBOR Currency
will be determined as if LIBOR Telerate (and, if the U.S. dollar is the
Designated LIBOR Currency, page 3750) had been chosen.
"Principal Financial Center" means, unless otherwise specified on the face
hereof, the capital city of the country that issues as its legal tender the
Designated LIBOR Currency of this Note, except that with respect to U.S. dollars
and ECUs, the Principal Financial Center will be The City of New York and
Brussels, respectively.
DETERMINATION OF PRIME RATE. If the Interest Rate Basis specified on the face
hereof is Prime Rate, the interest rate determined with respect to any Prime
Interest Determination Date will be the Prime Rate on such Prime Interest
Determination Date plus or minus the Spread, if any, and/or multiplied by the
Spread Multiplier, if any, specified on the face hereof.
Unless otherwise specified on the face hereof, "Prime Rate" means, with
respect to any Prime Interest Determination Date, the rate on such date as
published in H.15(519) under the heading "Bank Prime Loan." In the event that
such rate is not published prior to 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Prime Interest Determination Date, then the
Prime Rate with respect to such Prime Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean of the rates
of interest publicly announced by each bank that appears on the Reuters Screen
USPRIME1 as such bank's prime rate or base lending rate as in effect with
respect to such Prime Interest Determination Date. If fewer than four such rates
appear on the Reuters Screen USPRIME1 with respect to such Prime Interest
Determination Date, the Prime Rate with respect to such Prime Rate Interest
Determination Date will be calculated by the Calculation Agent and will 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 Prime
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. If fewer than
two quotations are provided, the Prime Rate with respect to such Prime Interest
Determination Date will be determined on the basis of the rates furnished 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, 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 to provide such rate or rates; provided,
however, that if the appropriate number of substitute banks or trust companies
selected as aforesaid are not quoting as mentioned in this sentence, the Prime
Rate with respect to such Prime Interest Determination Date will be the Prime
Rate in effect immediately prior to such Prime Interest Determination Date.
"Reuters Screen USPRIME1" means the display designated as page "USPRIME1" on the
Reuters Monitor Money Rate Service (or such other page as may replace the
USPRIME1 page on the service for the purpose of displaying the prime rate or
base lending rate of major banks).
DETERMINATION OF TREASURY RATE. If the Interest Rate Basis specified on the
face hereof is Treasury Rate, the interest rate determined with respect to any
Treasury Interest Determination Date will be the Treasury Rate on such Treasury
Interest Determination Date plus or minus the Spread, if any, and/or multiplied
by the Spread Multiplier, if any, specified on the face hereof.
Unless otherwise specified on the face hereof, "Treasury Rate" means, with
respect to any Treasury Interest Determination Date, the rate for the most
recent auction of direct obligations of the United States ("Treasury bills")
having the Index Maturity specified on the face hereof as published in H.15(519)
under the heading, "Treasury bills -- auction average (investment)" or, if not
so published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Treasury Interest Determination Date, the average auction
rate on such Treasury 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 such rate is not available by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such Treasury Interest
Determination Date, or if no such auction is held in a particular week, then the
Treasury Rate with respect to such Treasury Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to maturity (expressed
as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable,
and applied on a daily basis) of the arithmetic mean of the secondary market bid
rates, as of approximately 3:30 P.M., New York City time, on such Treasury
Interest Determination Date, of three leading primary U.S. government securities
dealers selected by the Calculation Agent for the issue of Treasury bills with a
remaining maturity closest to the Index Maturity specified on the face hereof;
provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the Treasury Rate with
respect to such Treasury Interest Determination Date will be the Treasury Rate
in effect immediately prior to such Treasury Interest Determination Date.
The Calculation Agent will calculate the interest rate on this Note in
accordance with the foregoing no later than the Calculation Date. The
Calculation Agent's determination of any interest rate shall be final and
binding in the absence of manifest error.
All percentages resulting from any calculation with respect to this Note
will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point (with five one-millionths of a percentage point being rounded
upward) and all dollar amounts used in or resulting from any such calculation
with respect to this Note will be rounded to the nearest cent (with one-half
cent being rounded upward).
SECTION 3. Redemption. This Note will be redeemable at the option of the
Company prior to the Stated Maturity only if an Initial Redemption Date is
specified on the face hereof. If so specified, this Note will be subject to
redemption at the option of the Company on any date on and after such Initial
Redemption Date in whole or from time to time in part in increments of $1,000 or
the minimum denomination, if any, specified on the face hereof (provided that
any remaining principal amount hereof shall be at least $1,000 or such minimum
denomination), at the Redemption Price specified on the face hereof, plus
accrued and unpaid interest to but excluding the date of redemption, but
payments due with respect to this Note prior to the date of redemption will be
payable to the Holder of this Note of record at the close of business on the
relevant Regular Record Date specified on the face hereof, all as provided in
the Indenture. The Company may exercise such option by causing the Trustee to
mail a notice of such redemption, at least 30 but not more than 60 calendar days
prior to the date of redemption, in accordance with the provisions of the
Indenture. In the event of redemption of this Note in part only, this Note will
be cancelled and a new Note or Notes representing the unredeemed portion hereof
will be issued in the name of the Holder hereof.
SECTION 4. Repayment. If so specified on the face hereof, this Note will be
repayable, in whole or in part, prior to Stated Maturity at the option of the
Holder on the Optional Repayment Date or Dates specified on the face hereof at
the Optional Repayment Price or Prices specified on the face hereof, plus
accrued and unpaid interest to but excluding the date of repayment. In order for
this Note to be repaid prior to Stated Maturity, the Paying Agent must receive
at least 30 but not more than 45 calendar days prior to an Optional Repayment
Date (i) this Note with the form below entitled "Option to Elect Repayment" duly
completed or (ii) a telegram, telex, facsimile transmission or letter (first
class, postage prepaid) 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 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 with the form below entitled "Option to Elect
Repayment" duly completed will be received by the Paying Agent not later than
five Business Days after the date of such telegram, telex, facsimile
transmission or letter. If the procedure described in clause (ii) of the
preceding sentence is followed, this Note with such form duly completed must be
received by the Paying Agent by such fifth Business Day. Exercise of the
repayment option by the Holder of this Note will be irrevocable, except that a
Holder who has tendered this Note for repayment may revoke such tender for
repayment by written notice to the Paying Agent received prior to 5:00 P.M., New
York City time, on the tenth calendar day prior to the Optional Repayment Date.
The repayment option may be exercised by the Holder of this Note for less than
the entire principal amount of this Note provided that the principal amount of
this Note remaining outstanding after such repayment is an authorized
denomination. Upon such partial repayment this Note will be cancelled and a new
Note or Notes for the remaining principal amount hereof will be issued in the
name of the Holder hereof.
If this Note is a Book-Entry Note as specified on the face hereof, while
this Note is represented by one or more Book-Entry Notes registered in the name
of the Depositary or its nominee, the option for repayment may be exercised by a
participant that has an account with the Depositary, on behalf of the beneficial
owner of this Note, by delivering a written notice substantially similar to the
form below entitled "Option to Elect Repayment" duly completed to the Trustee at
its Corporate Trust Office (or such other address of which the Company will from
time to time notify the Holders), at least 30 but not more than 60 calendar days
prior to an Optional Repayment Date. A notice of election from a participant on
behalf of the beneficial owner of this Note to exercise the option to have this
Note repaid must be received by the Trustee prior to 5:00 P.M., New York City
time, on the last day for giving such notice. In order to ensure that a notice
is received by the Trustee on a particular day, the beneficial owner of this
Note must so direct the applicable participant before such participant's
deadline for accepting instructions for that day. Different firms may have
different deadlines for accepting instructions from their customers.
Accordingly, the beneficial owner of this Note should consult the participant
through which such beneficial owner owns its interest herein for the deadline
for such participant. All notices shall be executed by a duly authorized officer
of such participant (with signatures guaranteed) and will be irrevocable. In
addition, the beneficial owner of this Note shall effect delivery at the time
such notice of election is given to the Depositary by causing the applicable
participant to transfer such beneficial owner's interest in this Note, on the
Depositary's records, to the Trustee.
SECTION 5. Sinking Fund. This Note is not subject to a sinking fund unless
otherwise specified on the face hereof.
SECTION 6. Original Issue Discount Notes. Notwithstanding anything herein
to the contrary, if this Note is an Original Issue Discount Note as specified on
the face hereof, the amount payable in the event the principal amount hereof is
declared to be due and payable immediately by reason of an Event of Default or
in the event of redemption or repayment hereof prior to the Stated Maturity
hereof, in lieu of the principal amount due at the Stated Maturity hereof, will
be the Amortized Face Amount of this Note as of the date of declaration,
redemption or repayment, as the case may be. The "Amortized Face Amount" of this
Note will be the amount equal to (a) the principal amount of this Note
multiplied by the Issue Price specified on the face hereof plus (b) the portion
of the difference between the dollar amount determined pursuant to the preceding
clause (a) and the principal amount hereof that has accreted at the Yield to
Maturity specified on the face hereof (computed in accordance with generally
accepted United States bond yield computation principles) to such date of
declaration, redemption or repayment but in no event will the Amortized Face
Amount of this Note exceed its principal amount.
SECTION 7. Events of Default. If any Event of Default with respect to Notes
of this series shall occur and be continuing, the principal of the Notes of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture; provided, however, that notwithstanding anything
herein to the contrary, if this Note is an Original Issue Discount Note, the
amount so declared to be due and payable will be the Amortized Face Amount of
this Note as of the date of such declaration as specified under Section 6.
SECTION 8. Modification or Waiver; Obligation of the Company Absolute. The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than 66% in principal amount of the Outstanding Securities
of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Outstanding
Securities of each series, on behalf of the Holders of all Securities of such
series, to waive, with respect to the Securities of such series, compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note will be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture will alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, and premium, if any, and
interest on this Note at the times, places and rates, herein prescribed.
SECTION 9. Discharge, Legal Defeasance and Covenant Defeasance. The
Indenture contains provisions for defeasance at any time of (a) the entire
indebtedness of the Company on this Note and (b) certain restrictive covenants
and the related Events of Default upon compliance by the Company with certain
conditions specified therein, which provisions apply to this Note.
SECTION 10. Authorized Denominations. Unless otherwise specified on the
face hereof, the Notes of this series are issuable only in global or
certificated registered form, without coupons, in denominations of $1,000 and
integral multiples of $1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein specified and to the limitations
described below, if applicable, Notes of this series are exchangeable for Notes
of this series of like aggregate principal amount and like Stated Maturity and
with like terms and conditions of a different authorized denomination, as
requested by the Holder surrendering the same.
SECTION 11. Registration of Transfer. As provided in the Indenture and
subject to certain limitations therein specified and to the limitations
described below, if applicable, the transfer of this Note is registerable in the
Security Register upon surrender of this Note for registration of transfer at
the office or agency of the Company maintained for that purpose duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar (which will initially be the Trustee at
its Corporate Trust Office located in The City of Chicago, Illinois or the
Borough of Manhattan, The City of New York) duly executed by the Holder hereof
or his attorney duly authorized in writing, and thereupon one or more new Notes
of this series with like terms and conditions, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
If this Note is a Book-Entry Note as specified on the face hereof, this
Note is exchangeable for certificated Notes only upon the terms and conditions
provided in the Third Supplemental Indenture dated as of August 20, 1996. Except
as provided in the Indenture, owners of beneficial interests in this Book-Entry
Note will not be entitled to receive physical delivery of Notes in certificated
registered form and will not be considered the Holders thereof for any purpose
under the Indenture.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
SECTION 12. Owners. Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Note is registered as the owner
hereof for all purposes, whether or not this Note be overdue and notwithstanding
any notation of ownership or other writing hereon, and none of the Company, the
Trustee or any such agent will be affected by notice to the contrary.
SECTION 13. Governing Law. The Indenture and the Notes will be governed by
and construed in accordance with the laws of the State of Illinois.
SECTION 14. Defined Terms. All terms used in this Note which are defined in
the Indenture will have the meanings assigned to them in the Indenture unless
otherwise defined in the Third Supplemental Indenture dated as of August 20,
1996 or herein; and all references in the Indenture to "Security" or
"Securities" will be deemed to include the Notes.
OPTION TO ELECT REPAYMENT
[To be completed only if this Note is repayable at the option
of the Holder and the Holder elects to exercise such rights]
The undersigned owner of this Note hereby irrevocably elects to have the
Company repay the principal amount of this Note or portion hereof below
designated at the applicable Optional Repayment Price indicated on the face
hereof plus accrued and unpaid interest to but excluding the date of repayment
pursuant to Section 4 of this Note.
Dated:______________________ ________________________________________
Signature
Sign exactly as name appears on the front
of this Note.
Indicate address where check is to be sent,
if repaid:
__________________________________________
__________________________________________
SOCIAL SECURITY OR OTHER TAXPAYER ID NUMBER
___________________________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, will 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
=========================================
(Cust) (Minor)
Under Uniform Gifts to Minors Act
=========================================
(State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
[ ]
------------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _______________________ attorney to transfer said Note on the books
of the Company, with full power of substitution in the premises.
Dated:
--------------- --------------------------------------------
Signature
Sign exactly as name appears on the front of
this Note [SIGNATURE MUST BE GUARANTEED by a
commercial bank, a trust company or by a
member of the New York Stock Exchange]
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.