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Exhibit 4
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL
SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A 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.
REGISTERED TRW INC. REGISTERED
MEDIUM-TERM NOTE, SERIES D
(GLOBAL NOTE)
Number ______________ Cusip ______________
If applicable, the "Total Amount of OID," "Yield to Maturity" and
"Initial Accrual Period OID" (computed under the approximate method) below will
be completed solely for the purposes of applying the United States Federal
income tax original issue discount ("OID") rules.
[ ] Floating Rate Note [ ] Fixed Rate Note [ ] Specified Currency: [ ] U.S. Dollars
[ ] Other: ________________
Original Issue Date:____________________________
Authorized Denominations:_____________________________ (Only
Principal Amount:_______________________________ applicable if Specified Currency is other than U.S. Dollars)
Issue Price:____________________________________ Total Amount of OID:________________________________________
Maturity Date:__________________________________ Yield to Maturity:__________________________________________
Interest Rate:__________________________________ Initial Accrual Period OID:_________________________________
Interest Payment Period:________________________ Interest Payment Dates:_____________________________________
Index:__________________________________________
Alternative Payment Procedures (Only Applicable if Specified Currency is other than U.S. Dollars):________________
___________________________________________________________________________________________________________________
/ / Holder May Not Elect to Receive Payments in U.S. Dollars (Only Applicable if Specified Currency is other than
U.S. Dollars).
REDEMPTION REDEMPTION SINKING FUND SINKING FUND REPAYMENT REPAYMENT
DATE(S) PRICE(S) DATE(S) PRICE(S) DATE(S) PRICE(S)
- ------------- ------------- ------------- ------------- ------------- -------------
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Other Provisions:_______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
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ONLY APPLICABLE IF THIS IS A FLOATING RATE NOTE:
Initial Interest Rate:____________________ Spread (plus or minus):_________________________
Base Rate:________________________________ Spread Multiplier:______________________________
Index Maturity:___________________________ Maximum Interest Rate:__________________________
Interest Reset Period:____________________ Minimum Interest Rate:__________________________
Interest Reset Dates:_____________________ Calculation Agent:______________________________
This Note is a Registered Note of TRW Inc., an Ohio corporation (the
"Company"). This note is one of a series of Securities (as defined on the
attachment hereto) issued under the Indenture referred to on the attachment
hereto designated as Medium-Term Notes, Series D (the "Notes"). Subject to the
provisions hereof, the Company, for value received, hereby promises to pay to:
______________________________________________________________________
______________________________________________________________________, or
registered assigns, the principal sum of:
__________________________________________________________
(Specified Currency) on the Maturity Date shown above and to pay premium, if
any, and interest, if any, thereon, as described on the attachment hereto.
The principal of, premium, if any, and interest on this Note are
payable by the Company in such coin or currency of the United States of America
(or other Specified Currency as provided in this Note) as at the time of payment
shall be legal tender for the payment of public and private debts.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE ATTACHMENT HERETO, 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 manually
executed by or on behalf of the Trustee under the Indenture, this Note shall not
be entitled to any benefit under the Indenture, or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, TRW Inc. has caused this Note to be duly executed
under its corporate seal.
TRW INC., an Ohio corporation
By:
-----------------------------------------
Carl G. Miller, Executive Vice President and
Chief Financial Officer
[Seal] By:
-----------------------------------------
William B. Lawrence, Executive Vice President,
General Counsel and Secretary
-------------------------------------------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-mentioned Indenture.
Dated: _________________________
THE CHASE MANHATTAN BANK,
as Trustee and Authenticating Agent
By:
-----------------------------------------
Authorized Signatory
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TRW Inc.
Medium-Term Note, Series D
1. This Note is one of the Medium-Term Notes, Series D (herein called
the "Notes") of the Company that is among the duly authorized debentures, notes
or other evidences of indebtedness (hereinafter called the "Securities") of the
Company, all such Securities issued and to be issued under an Indenture, dated
as of May 1, 1986, as amended by the First Supplemental Indenture, dated as of
August 24, 1989, between the Company and The Chase Manhattan Bank, as successor
Trustee to Mellon Bank, N.A. (herein called the "Indenture"), to which Indenture
and all other indentures supplemental thereto reference is hereby made for a
statement of the rights and limitations of rights thereunder of the Holders of
the Securities and of the rights, obligations, duties and immunities of the
Trustee, any agent of the Trustee and the Paying Agent for each series of
Securities and of the Company, and the terms upon which the Securities are
issued and are to be authenticated and delivered. As provided in the Indenture,
the Securities may be issued in one or more series, which different series may
be issued in various aggregate principal amounts, may mature at different times,
may bear interest, if any, at different rates, may be subject to different
redemption provisions, if any, may be subject to different sinking, purchase or
analogous funds, if any, may be subject to different covenants and Events of
Default and may otherwise vary as provided or permitted in the Indenture. The
Notes of this series may be issued at various times with different maturity
dates and different principal repayment provisions, may be issued as global
Notes in registered form ("Global Notes") or definitive Notes in registered form
without coupons attached ("Certificated Notes"), may bear interest at different
rates, may be payable in different currencies and may otherwise vary, all as
provided in the Indenture.
2.A. The principal of, premium, if any, and interest, if any, on this
Note are payable by the Company in such coin or currency specified on the face
hereof as at the time of payment shall be legal tender for the payment of public
and private debts (the "Specified Currency"). Principal and interest will be
determined with reference to such rate, formula, index, including commodity
prices or equity indices, or method of calculation shown on the face hereof. If
the maturity (or date of redemption or repayment) of this Note falls on a day
that is not a Business Day (as defined below), 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, and such Business
Day shall be considered the day such payments are due for all purposes of this
Note.
B. The Regular Record Date with respect to any Interest Payment Date
(as defined below) shall be the date 15 calendar days immediately preceding such
Interest Payment Date, whether or not such date shall be a Business Day (as
defined below). Interest which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the person in whose
name a Note is registered at the close of business on the Regular Record Date
next preceding such Interest Payment
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Date; provided, however, that interest payable on the Interest Payment Date
occurring at Maturity will be paid to the person to whom principal shall be
payable; provided, further, that the first payment of interest on any Note with
an Original Issue Date between a Regular Record Date and an Interest Payment
Date or on an Interest Payment Date will be made on the Interest Payment Date
following the next succeeding Regular Record Date to the registered owner of
this Note at the close of business on such next succeeding Regular Record Date.
Notwithstanding the foregoing, any interest that is payable but not punctually
paid or duly provided for on any Interest Payment Date shall forthwith cease to
be payable to the registered Holder thereof on such Regular Record Date, and may
be paid to the person in whose name such Note is registered on the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof having been given to the Holder of such
Note not less than 30 days prior to the date of the proposed payment, or may be
paid at any time and in any other lawful manner, as more fully provided in the
Indenture. "Business Day" means any day, other than a Saturday or Sunday, that
meets each of the following applicable requirements: the day is (a) not a day on
which banking institutions are authorized or required by law or regulation to be
closed in The City of New York and (b) if this Note is denominated in a
Specified Currency other than U.S. Dollars, (i) not a day on which banking
institutions are authorized or required by law or regulation to close in the
major financial center of the country issuing the Specified Currency (which in
the case of ECU shall be as determined by the ECU Banking Association in Paris)
and (ii) a day on which banking institutions in such financial center are
carrying out transactions in such Specified Currency and (c) with respect to
LIBOR Notes, a London Banking Day. "London Banking Day" means any day on which
dealings in deposits in U.S. Dollars are transacted in the London interbank
market. In connection with any calculations of the rate of interest hereon, all
percentages 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 up), and all currency or currency unit amounts used and resulting from
such calculations on the Notes will be rounded to the nearest one-hundredth of a
unit (with five one-thousandths of a unit being rounded up) and all dollar
amounts used in or resulting from such calculation on Floating Rate Notes will
be rounded to the nearest cent, with half-cent rounded up.
C. If this is a Fixed Rate Note, the Company promises to pay interest
on the principal amount at the rate per annum shown on the face hereof until the
principal amount hereof is paid or made available for payment. The Company will
pay interest on April 15 and October 15 of each year or on the dates otherwise
specified on the face hereof (each an "Interest Payment Date"), commencing with
the Interest Payment Date immediately following the Original Issue Date shown on
the face hereof, and at Maturity. If any Interest Payment Date falls on a day
that is not a Business Day, the interest payment shall be made on the next day
that is a Business Day, and no interest on such payment shall accrue for the
period from and after the Interest Payment Date. Interest shall accrue from and
including the most recent Interest Payment Date or, if no interest has been paid
or duly provided for, from and including the Original Issue Date shown on the
face hereof, to but excluding the
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Interest Payment Date. The amount of such interest payable on any Interest
Payment Date shall be computed on the basis of a 360-day year of twelve 30-day
months. Notwithstanding the foregoing, periodic payments of interest will not be
made in respect of a Note for which the interest rate is zero (a "Zero-Coupon
Note").
D. If this is a Floating Rate Note, the Company promises to pay
interest on the principal amount at the rate per annum equal to the Initial
Interest Rate shown on the face hereof until the first Interest Reset Date shown
on the face hereof following the Original Issue Date specified on the face
hereof and thereafter at a rate determined in accordance with the provisions
below under the heading "Determination of Commercial Paper Rate," "Determination
of LIBOR," "Determination of Federal Funds Rate," "Determination of CMT Rate,"
"Determination of Prime Rate," or "Determination of Treasury Rate" depending
upon whether the Base Rate specified on the face hereof is Commercial Paper
Rate, LIBOR, Federal Funds Rate, CMT Rate, Prime Rate or Treasury Rate or at a
rate determined with reference to such other interest rate, formula, index,
including commodity prices or equity indices, or method of calculation shown on
the face hereof, until the principal hereof is paid or duly made available for
payment. The Company will pay interest monthly, quarterly, semi-annually or
annually as specified on the face hereof opposite "Interest Payment Period",
commencing with the first Interest Payment Date specified on the face hereof
next succeeding the Original Issue Date, and at Maturity. Unless otherwise
provided on the face hereof, the dates on which interest will be payable (each
an "Interest Payment Date") will be, in the case of Floating Rate Notes with a
daily, weekly or monthly Interest Payment Period, the third Wednesday of each
month or on the third Wednesday of March, June, September and December; in the
case of Floating Rate Notes with a quarterly Interest Payment Period, the third
Wednesday of March, June, September and December; in the case of Floating Rate
Notes with a semi-annual Interest Payment Period, the third Wednesday of the two
months specified on the face hereof; and in the case of Floating Rate Notes with
an annual Interest Payment Period, the third Wednesday of the month specified on
the face hereof; provided, however, that if an Interest Payment Date would fall
on a day that is not a Business Day, such Interest Payment Date shall be the
following day that is a Business Day, except that if the Base Rate is LIBOR and
such following day is in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding Business Day. The interest
payable on a Floating Rate Note (except in the case of a Floating Rate Note that
resets daily or weekly) on each Interest Payment Date shall be the amount of
interest accrued from and including the Original Issue Date shown on the face
hereof or from and including the last date in respect of which interest has been
paid or duly provided for, to but excluding such Interest Payment Date. The
interest payable at Maturity shall be the amount of interest accrued from and
including the Original Issue Date or from and including the last date in respect
of which interest has been paid, as the case may be, to, but excluding, the date
of Maturity. Such accrued interest will be calculated by multiplying the
principal amount hereof by an accrued interest factor. This accrued interest
factor shall be computed by adding the interest factors calculated for each day
in the period for which accrued interest is being calculated. The interest
factor (expressed as a decimal) for each such
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day shall be computed by dividing the interest rate applicable to such day by
360 or by the actual number of days in the year, in case the Base Rate is the
Treasury Rate or the CMT Rate. If this is a Floating Rate Note, the interest
rate in effect on each day will be (a) if such day is an Interest Reset Date,
the interest rate with respect to the Interest Determination Date pertaining to
such Interest Reset Date or (b) if such day is not an Interest Reset Date, the
interest rate with respect to the Interest Determination Date pertaining to the
next preceding Interest Reset Date subject in either case to any adjustment by a
Spread or Spread Multiplier and to any Maximum or Minimum Interest Rate
limitation; provided, however, that (i) the interest rate in effect from the
Original Issue Date to the first Interest Reset Date shall be the Initial
Interest Rate and (ii) the interest rate in effect for the ten calendar days
immediately prior to Maturity shall be that in effect on the tenth calendar day
preceding Maturity. 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 rate, if any,
permitted by New York law as the same may be modified by United States law of
general application. Commencing with the first Interest Reset Date specified on
the face hereof following the Original Issue Date and thereafter upon each
succeeding Interest Reset Date specified on the face hereof, the rate at which
interest on a Floating Rate Note is payable shall be adjusted as specified on
the face hereof opposite Interest Reset Period; provided, however, that 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 day that is a Business Day,
except that if the Base Rate is LIBOR and such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day; further, provided, that if the Base Rate is the Treasury
Rate and resets weekly and the normally scheduled Treasury auction is not on a
Monday, the Interest Reset Date shall be as provided below. The Interest
Determination Date pertaining to an Interest Reset Date if the Base Rate is the
Commercial Paper Rate, the Federal Funds Rate, the CMT Rate, or the Prime Rate
will be the second Business Day next preceding such interest Reset Date. The
Interest Determination Date pertaining to an Interest Reset Date if the Base
Rate is LIBOR will be the second London Banking Day preceding such Interest
Reset Date. The Interest Determination Date pertaining to an Interest Reset Date
if the Base Rate 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. Subject to applicable provisions of law and except as
specified herein, on each Interest Reset Date the rate of interest shall be the
rate determined in accordance with the provisions of the applicable heading
below.
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Determination of Commercial Paper Rate. If the Base Rate indicated on
the face hereof is the Commercial Paper Rate, the interest rate shall equal (a)
the Money Market Yield (as defined herein) on the Interest Determination Date of
the rate for commercial paper having the Index Maturity specified on the face
hereof (1) as published in "Statistical Release H.15(519), Selected Interest
Rates" or any successor publication of the Board of Governors of the Federal
Reserve System, under the heading "Commercial Paper-Nonfinancial," or
(2) if such rate is not so published in either H.15(519) or the Composite
Quotations by 9:00 a.m., New York City time, on the Calculation Date
(as defined below) pertaining to such Interest Determination Date, then as
published in Composite Quotations under the heading "Commercial Paper" or
(b) if such rate is not published by 3:00 p.m., New York City time on such
Calculation Date, the Money Market Yield of the arithmetic mean, as calculated
by the Calculation Agent, 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 specified on the face hereof
placed for an industrial issuer whose bond rating is "AA," or the equivalent,
from a nationally recognized statistical rating agency, in each of the
above cases adjusted by the addition or subtraction of the Spread, if any,
specified on the face hereof, or by multiplication by the Spread Multiplier,
if any, specified on the face hereof; provided, however, that if such dealers
are not quoting as mentioned above, the interest rate in effect hereon shall
be the interest rate in effect hereon on such Interest Determination Date.
"Money Market Yield," expressed as a percentage, shall be the yield calculated
in accordance with the following formula:
Money Market Yield = Dx360
------------- x 100
360 - (D x M)
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 LIBOR. If the Base Rate indicated on the face hereof
is LIBOR, with respect to LIBOR indexed to the offered rates for U.S. Dollar
deposits, the interest rate shall be either: (a) if "LIBOR Reuters" is specified
in the applicable Pricing Supplement, 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 in the
applicable Pricing Supplement, commencing on the second London Banking Day
immediately following such Interest Determination Date, that appear on the
Designated LIBOR Page as of 11:00 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 in the applicable Pricing Supplement, the rate
for deposits in the Index Currency having the Index Maturity designated in the
applicable Pricing Supplement, commencing on the second London Banking Day
immediately following such Interest Determination Date, that appears on the
Designated LIBOR
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Page as of 11:00 a.m., London time, on that Interest Determination Date;
provided, however, that if fewer than two offered rates appear (if "LIBOR
Reuters" is specified in the applicable Pricing Supplement) or no rate appears
(if "LIBOR Telerate" is specified in the applicable Pricing Supplement), 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 in the applicable Pricing Supplement, 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 in
the applicable Pricing Supplement), 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 in the applicable Pricing Supplement 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 the LIBOR Notes for which LIBOR is being
determined shall be the Initial Interest Rate). "Index Currency" means the
currency (including composite currencies) specified in the applicable Pricing
Supplement as the currency for which LIBOR shall be calculated. If no such
currency is specified in the applicable Pricing Supplement, the Index Currency
shall be U.S. Dollars. "Designated LIBOR Page" means either (a) if "LIBOR
Reuters" is designated in the applicable Pricing Supplement, 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 in the applicable Pricing Supplement, 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 in the applicable Pricing
Supplement, 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.
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Determination of Federal Funds Rate. If the Base Rate indicated on the
face hereof is the Federal Funds Rate, the interest rate shall be 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 the Federal Funds Rate Notes for which such Federal Funds Rate is
being determined shall be the Initial Interest Rate).
Determination of Prime Rate. If the Base Rate indicated on the face
hereof is the Prime Rate, the interest rate shall be 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 USPRIME1 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 USPRIME1 Page on
such Interest Determination Date, or, if fewer than four such rates appear on
the Reuters Screen USPRIME1 Page for such Interest Determination Rate, 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
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such Interest Reset Period, the rate of interest payable on the Prime Rate Notes
for which such Prime Rate is being determined shall be the Initial Interest
Rate). "Reuters Screen USPRIME1 Page" means the display designated as Page
USPRIME1 on the Reuters Monitor Money Rates Services (or such other page as may
replace the USPRIME1 Page on that service for the purpose of displaying prime
rates or base lending rates of major United States banks).
Determination of Treasury Rate. If the Base Rate indicated on the face
hereof is the Treasury Rate, the interest rate shall be the rate for the auction
held on such date of direct obligations of the United States ("Treasury Bills")
having the Index Maturity designated in the applicable Pricing Supplement, 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 in the applicable Pricing Supplement are
not published or reported as provided above by 3:00 p.m., New York City time, on
such Calculation Date or if no such auction is held on such Interest
Determination Date, then the 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 in the
applicable Pricing Supplement; 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 the
Treasury Rate Notes for which the Treasury Rate is being determined shall be the
Initial Interest Rate).
Determination of CMT Rate. If the Base Rate indicated on the face
hereof is the CMT Rate, the interest rate shall be the rate displayed on the
Designated CMT Telerate Page (as defined below) under the caption " ...Treasury
Constant Maturities ... Federal Reserve Board Release H.15 ...Mondays
Approximately 3:45 p.m.," under the column for the Designated CMT Maturity Index
(as defined below) for (i) if the Designated CMT Telerate Page is 7055, 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
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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
the CMT Rate Notes for which the CMT Rate is being determined shall be the
Initial Interest Rate). If two Treasury Notes with 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
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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)). 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 two years.
3.A. Payments in U.S. Dollars of interest (other than interest payable
at Maturity) on Notes will be made (except as specified below) by mailing a
check to the Holder at the address of the Holder appearing on the Security
Register (as defined in the Indenture) on the applicable Record Date (or, in the
case of Global Notes, by wire transfer to The Depository Trust Company, as
depository, or such other depository as is specified in the applicable Pricing
Supplement, or its nominee). Notwithstanding the foregoing, a Holder of U.S.
$10,000,000 or more in aggregate principal amount of Certificated Notes of like
tenor and terms (or a Holder of the equivalent thereof in a Specified Currency
other than U.S. Dollars as determined by the Exchange Rate Agent on the basis of
the Market Exchange Rate (as defined below) if such Holder is permitted to
elect, and has elected, to receive payments in U.S. Dollars in accordance with
Section 7D) shall be entitled to receive such payments in U.S. Dollars by wire
transfer of immediately available funds, but only if appropriate payment
instructions have been received in writing by the Paying Agent in The City of
New York on or prior to the Record Date relating to the applicable Interest
Payment Date. All payments of principal, premium, if any, and interest in a
Specified Currency other than U.S. Dollars will be made in immediately available
funds to an account maintained by the payee with a bank located outside the
United States and designated by the Holder of such Note unless otherwise
specified on the face hereof. Principal, premium, if any, and interest payable
at Maturity will be paid in immediately available funds upon surrender of such
Note at the office of the Paying Agent in The City of New York or at such other
office or agency as the Company may designate.
B. Initially, The Chase Manhattan Bank will be the Paying Agent with
respect to the Notes. The Company reserves the right at any time to vary or
terminate the appointment of any Paying Agent and to appoint additional or other
Paying Agents and to approve any change in the office through which any Paying
Agent acts, provided that there will at all times be a Paying Agent in The City
of New York.
4. If specified on the face hereof, this Note may be redeemed, as a
whole or from time to time in part, at the option of the Company, on not less
than 30 nor more than 60 days' notice given as provided in the Indenture, on any
Redemption Date(s) and at the related Redemption Price(s) set forth on the face
hereof. The Redemption Price(s) are expressed as a percentage of the principal
amount of this
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Note. If no such Redemption Date is set forth on the face hereof, this Note may
not be so redeemed pursuant to this Section 4. If less than all the Outstanding
Notes of like tenor and terms are to be redeemed, the particular Notes to be
redeemed shall be selected by the Trustee or the Registrar, if other than the
Trustee (initially, The Chase Manhattan Bank), not more than 60 days prior to
the Redemption Date from the Outstanding Notes of like tenor and terms not
previously called for redemption. Such selection shall be of principal amounts
equal to the minimum authorized denomination for such Notes or any integral
multiple thereof. Subject to the immediately preceding sentence, such selection
shall be made by any method as the Trustee or the Registrar, if other than the
Trustee, deems fair and appropriate. The notice of such redemption shall specify
which Notes are to be redeemed. In the event of redemption of this Note in part
only, a new Note or Notes of this series of like tenor and terms for the
unredeemed portion hereof will be issued to the Holder hereof upon the
cancellation hereof. If specified on the face hereof, the Note will be subject
to sinking fund payments.
5. If specified on the face hereof, this Note will be subject to
repayment at the option of the Holder hereof on the Repayment Date(s) and at the
related Repayment Price(s) set forth on the face hereof. The Repayment Price(s)
are expressed as a percentage of the principal amount of this Note. If no such
Repayment Date is set forth on the face hereof, this Note may not be so repaid.
On each Repayment Date, if any, this Note shall be repayable in whole or in part
at the option of the Holder hereof at the applicable Repayment Price set forth
on the face hereof, together with interest thereon to the date of repayment. For
this Note to be repaid in whole or in part at the option of the Holder hereof,
the Paying Agent must receive not less than 30 nor more than 45 days prior to
the Repayment Date (i) the Note with the form entitled "Option to Elect
Repayment" below duly completed or (ii) a telegram, telex, facsimile
transmission or a letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc., the Depository, in accordance
with its normal procedures, or a commercial bank or trust company in the United
States of America setting forth the name of the Holder of the Note, the
principal amount of the Note, the certificate number of the Note or a
description of the Note to be repaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that the Note to be repaid
with the form entitled "Option to Elect Repayment" on the attachment to the Note
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
and such Note and form duly completed are received by the Paying Agent by such
fifth Business Day. Exercise of such repayment option shall be irrevocable. Such
option may be exercised by the Holder for less than that entire principal amount
provided that the principal amount remaining outstanding after repayment is an
authorized denomination.
6. Unless otherwise provided on the face hereof, the Company, at its
option, either (i) will be discharged from its obligations with respect to this
Note and (ii) need not comply with certain restrictive covenants of the
Indenture, upon the deposit with the Trustee, or, in the case of a discharge, 91
days after such deposit,
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in trust of money or the equivalent of securities of the government that issued
the currency in which this Note is denominated or government agencies backed by
the full faith and credit of such government, or a combination thereof, which
through the payment of interest thereon and principal thereof in accordance with
their terms will provide money in an amount sufficient to pay all the principal
(including any mandatory sinking fund provisions) of, and interest on, and any
repurchase obligations with respect to, this Note, and all other notes of the
series, on the dates such payments are due in accordance with the terms of such
notes. Such discharge of obligations or lifting of restrictive covenants is
subject to certain conditions as described in the Indenture.
7.A. If the Specified Currency is other than U.S. Dollars, unless the
Holder has elected otherwise in accordance with Section 7D, payment in respect
of this Note shall be made in the Specified Currency. If the Holder is permitted
to elect, and has elected, to receive payment in U.S. Dollars in accordance with
Section 7D, the Specified Currency will be converted into U.S. Dollars as
determined by the Exchange Rate Agent appointed by the Company based on the
highest bid quotation in The City of New York received by such Exchange Rate
Agent at approximately 11:00 a.m. New York City time on the second Business Day
preceding the applicable payment date, from three recognized foreign exchange
dealers selected by the Exchange Rate Agent (one of which may be the Exchange
Rate Agent) 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 the
Specified Currency payable on such payment date in respect of all Notes
denominated in such Specified Currency and scheduled to receive U.S. Dollar
payments on such date and at which the applicable dealer commits to execute a
contract. If no such bid quotations are available, payments will be made in the
Specified Currency unless such Specified Currency is unavailable due to the
imposition of exchange controls or to other circumstances beyond the Company's
control, in which case the Company will be entitled to make payments in respect
hereof in other currencies as provided below. All currency exchange costs will
be borne by the Holders of such Notes by deductions from such payments. Except
as set forth below, if the principal of, premium, if any, or interest on, any
Note is payable in a Specified Currency other than U.S. Dollars and such
currency is not available as of any payment date due to the imposition of
exchange controls or to other circumstances beyond the Company's control or is
no longer used by the government of the country issuing such currency or for the
settlement of transactions by public institutions of or within the international
banking community, then the Company will be entitled to satisfy its obligations
to Holders by making such payments in U.S. Dollars on the basis of the noon
dollar buying rate in The City of New York for cable transfers of the Specified
Currency published by the Federal Reserve Bank of New York (the "Market Exchange
Rate") on the date of such payment or, if the Market Exchange Rate is not
available on such date, as of the most recent practicable date. Any such payment
made in U.S. Dollars shall not constitute an Event of Default. Notwithstanding
the foregoing, if payment on a Note is required to be made in a Specified
Currency other than U.S. Dollars and the Specified Currency (including the
European Currency Unit ("ECU") and the currencies of the
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member countries of the EC (defined below)) is replaced by the Euro, the payment
of principal of, premium, if any, or interest on such Note shall be effected in
Euro in conformity with legally applicable measures taken pursuant to, or by
virtue of, the treaty establishing the European Community ("EC"), as amended by
the treaty on European Union (as so amended, the "Treaty"). Any such payment
made in Euro shall not constitute an Event of Default.
B. Subject to the provisions below, the value of the ECU, in which the
Notes may be denominated or may be payable, is equal to the value of the ECU
that is from time to time used as the unit of account of the EC and which is
valued on the basis of specified amounts of the currencies of 12 of the 15
member states of the EC. Under Article 109G of the Treaty, the currency
composition of the ECU may not be changed. Other changes to the ECU may be made
by the EC in conformity with EC law, in which event the ECU will change
accordingly. The Treaty contemplates that European economic and monetary union
("EMU") will occur in three stages. The Treaty provides that the third stage of
EMU will start on January 1, 1999, and on that date the value of the ECU as
against the currencies of member states participating in the third stage will be
irrevocably fixed and the ECU will become a currency in its own right, replacing
all or some of the currencies of the 15 member states of the EC. On June 17,
1997, the Council of European Union adopted Council Regulation (EC) No. 1103/97,
which recites that the name of that currency will be the Euro and provides that,
in accordance with the Treaty, references to the ECU will be replaced by
references to the Euro at the rate of one Euro for one ECU. References in this
Note to the "Euro" are to such new currency adopted pursuant to the Treaty. From
the start of the third stage of EMU, all payments in respect of the Notes
denominated or payable in ECU will be payable in Euro at the rate of one Euro
for one ECU. With respect to each due date for the payment of principal of,
premium, if any, or interest on any Note denominated in ECU on or after the
first business day in Brussels on which the ECU ceases to be used as the unit of
account of the EC and has not become a currency in its own right replacing all
or some of the currencies of the member states of the EC, the Company shall
choose a substitute currency (the "Chosen Currency"), which may be any currency
which was, on the last day on which the ECU was used as the unit of account of
the EC, a component currency of the ECU or U.S. Dollars, in which all payments
due on or after the date with respect to any Note shall be made. The amount of
each payment in such Chosen Currency shall be computed on the basis of the
equivalent of the ECU in that currency determined as described below, as of the
fourth business day in Brussels prior to the date on which such payment is due.
On the first business day in Brussels on which the ECU ceases to be used as the
unit of account of the EC and has not become a currency in its own right
replacing all or some of the currencies of the member states of the EC, the
Company shall select a Chosen Currency in which all payments with respect to all
Notes payable in ECU having a due date prior thereto but not yet presented for
payment are to be made. The amount of each payment in such Chosen Currency shall
be computed on the basis of the equivalent of the ECU in that currency,
determined as described below, as of such first business day. The equivalent of
the ECU in the relevant Chosen Currency as of any date (the "Day of
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Valuation") shall be determined by, or on behalf of, the Exchange Rate Agent on
the following basis. The amounts and components composing the ECU for this
purpose (the "Components") shall be the amounts and components that composed the
ECU as of the last date on which the ECU was used as the unit of account of the
EC. The equivalent of the ECU in the Chosen Currency shall be calculated by,
first, aggregating the U.S. Dollar equivalents of the Components; and then, in
the case of a Chosen Currency other than U.S. Dollars, using the rate used for
determining the U.S. Dollar equivalent of the Components in the Chosen Currency
as set forth below, calculating the equivalent in the Chosen Currency of such
aggregate amount in U.S. Dollars. The U.S. Dollar equivalent of each of the
Components shall be determined by, or on behalf of, the Exchange Rate Agent on
the basis of the middle spot delivery quotations prevailing at 2:30 p.m.,
Brussels time, on the Day of Valuation, as obtained by, or on behalf of, the
Exchange Rate Agent from one or more major banks, as selected by the Company, in
the country of issue of the component currency question. If for any reason no
direct quotations are available for a Component as of a Day of Valuation from
any of the banks selected for this purpose, in computing the U.S. Dollar
equivalent of such Component, the Exchange Rate Agent shall (except as provided
below) use the most recent direct quotations for such Component obtained by it
or on its behalf, provided that such quotations were prevailing in the country
of issue not more than two Business Days before such Day of Valuation. If such
most recent quotations were so prevailing in the country of issue more than two
Business Days before such Day of Valuation, the Exchange Rate Agent shall
determine the U.S. Dollar equivalent of such Component on the basis of cross
rates derived from the middle spot delivery quotations for such component
currency and for the U.S. Dollar prevailing at 2:30 p.m., Brussels time, on such
Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent from
one or more major banks, as selected by the Company, in a country other than the
country of issue of such component currency. Notwithstanding the foregoing, the
Exchange Rate Agent shall determine the U.S. Dollar equivalent of such Component
on the basis of such cross rates if the Company judges that the equivalent so
calculated is more representative than the U.S. Dollar equivalent calculated as
provided in the first sentence of this paragraph. Unless otherwise specified by
the Company, if there is more than one market for dealing in any Component
currency by reason of foreign exchange regulations or for any other reason, the
market to be referred to in respect of such currency shall be that upon which a
nonresident issuer of securities denominated in such currency would purchase
such currency in order to make payments in respect of such securities. Payments
in the Chosen Currency will be made at the specified office of a paying agent in
the country of the Chosen Currency, or, if none, or at the option of the holder,
at the specified office of any Paying Agent either by a check drawn on, or by
transfer to an account maintained by the holder with, a bank in the principal
financial center of the country of the Chosen Currency.
C. If the official unit of any component currency is altered by way of
combination or subdivision, the number of units of that currency as a Component
shall be divided or multiplied in the same proportion. If two or more component
currencies are consolidated into a single currency, the amounts of those
currencies
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as Components shall be replaced by an amount in such single currency equal to
the sum of the amounts of the consolidated component currencies expressed in
such single currency. If any component currency is divided into two or more
currencies, the amount of that currency as a Component shall be replaced by
amounts of such two or more currencies, each of which shall have a value at the
time of the division equal to the amount of the former component currency
divided by the number of currencies into which that currency was divided. All
determinations of the Exchange Rate Agent pursuant to this Section 7 shall be at
its sole discretion (except to the extent expressly provided herein that any
determination is subject to approval by the Company) and, in the absence of
manifest error, shall be conclusive for all purposes and binding upon the
Holders of the Notes and the Trustee, any agent of the Trustee, or the Paying
Agent and the Exchange Rate Agent shall have no liability therefor.
D. Unless otherwise specified on the face hereof, a Holder of Notes
denominated in a foreign currency may elect to receive payment of the principal
of, premium, if any, and interest on the Notes in U.S. Dollars by transmitting a
written request for such payment to the principal office of the Paying Agent in
the Borough of Manhattan, The City of New York, on or prior to the Regular
Record Date or at least 15 days prior to Maturity, as the case may be. Such
request may be in writing (mailed or hand delivered) or by cable, telex or other
form of facsimile transmissions confirmed in writing promptly thereafter. A
Holder of such Note may elect to receive payment in the U.S. Dollars for all
principal, premium, if any, and interest payments, if any, and need not file a
separate election for each payment. Such election will remain in effect until
revoked by written notice to such Paying Agent in the Borough of Manhattan, The
City of New York, but written notice of any such revocation must be received by
such Paying Agent in the Borough of Manhattan, The City of New York, on or prior
to the Regular Record Date or at least 15 days prior to Maturity, as the case
may be.
E. Interest on Notes denominated in a foreign currency paid in the
Specified Currency will be made to an account maintained by the payee with a
bank located outside the United States and designated by the Holder, unless
otherwise specified on the face hereof. Any payment of principal, premium, if
any, or interest required to be made on an Interest Payment Date or at Maturity
of a Note not denominated in U.S. Dollars which is not a Business Day need not
be made on such day, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date or at
Maturity, as the case may be, and no interest shall accrue for the period from
and after such Interest Payment Date or Maturity.
8. If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all of the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture. If the principal of
any Original Issue Discount Note is declared to be due and payable or if such a
Note is to be redeemed pursuant to Section 4 above, the amount of principal due
and payable with respect to such Note shall be limited to the sum of the
principal amount of such Note multiplied by the Issue Price (expressed as a
percentage of such principal amount)
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plus the original issue discount accrued from the date of issue to the date of
declaration, which accrual shall be calculated using the "interest method"
(computed in accordance with generally accepted accounting principles) in effect
on the date of declaration or redemption, as the case may be. An Original Issue
Discount Note is a Note, including any Zero-Coupon Note, which has a stated
redemption price at maturity that exceeds its Issue Price by at least 0.25% of
its Principal Amount, multiplied by the number of full years from the Original
Issue Date to the Maturity Date for such Note and any other Note designated by
the Company as issued with original issue discount for United States Federal
income tax purposes.
9. 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 under the Indenture at
any time by the Company with the consent of the Holders of not less than 66-2/3%
in aggregate principal amount of the Securities at the time Outstanding of all
series to be affected thereby (voting as one class). The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of
the Securities of a series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
10. No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the times, place and rate, and in the coin or currency,
herein and in the Indenture prescribed.
11. The authorized denominations of Registered Notes denominated in
U.S. Dollars will be U.S. $1,000 and any larger amount that is an integral
multiple of U.S. $1,000. The authorized denominations of Notes denominated in a
currency other than U.S. Dollars will be as set forth on the face hereof.
12. As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of a Registered Note is registerable in the
Security Register (as defined in the Indenture), upon surrender of such Note for
registration of transfer at the office of the Registrar for this series or at
the offices of any transfer agent designated by the Company for such purpose.
Every Note presented for registration of transfer shall (if so required by the
Company, the Trustee or the Registrar) be duly endorsed, or accompanied by a
written instrument of transfer in form satisfactory to the Company, the Trustee
and the Registrar duly executed by the Holder or its attorney duly authorized in
writing, and one or more new Notes of like tenor and terms in registered form,
of authorized denominations and for the same aggregate
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principal amount, will be issued in the name or names of the designated
transferee or transferees and delivered at the office of the Registrar in The
City of New York, or mailed, at the request, risk and expense of the transferee
or transferees, to the address or addresses shown in the Security Register for
such transferee or transferees. Any transfers of Notes or interests in Notes in
different denominations shall in each case be for Notes or interests of like
tenor and terms and equal aggregate principal amount. Prior to due presentment
of a 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 a Note is
registered as the owner hereof for all purposes, whether or not such Note is
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary. The initial transfer agent is set forth
below. The Company reserves the right at any time to vary or terminate the
appointment of the Registrar or of any transfer agent and to appoint additional
transfer agents and to approve any change in the office through which the
Registrar or a transfer agent acts, provided that, so long as any Notes remain
outstanding, the Company (i) will maintain in The City of New York a Registrar
and (ii) will maintain a transfer agent for the Notes in New York. The Company
shall not be required (i) to issue, register the transfer of or exchange Notes
to be redeemed for a period of 15 days preceding the first publication of the
relevant notice of redemption, or if any Notes are outstanding and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of any Note selected for redemption, in whole or in part,
except the unredeemed portion of any such Note being redeemed in part. No
service charge shall be made for any such registration of transfer, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
13. Global Notes are not exchangeable for one or more Certificated
Notes; provided, however, that if at any time the Depository for a Global Note
notifies the Company that it is unwilling or unable to continue as Depository
for such Global Note or if at any time the Depository for the Notes for this
series shall no longer be eligible or in good standing under the Securities
Exchange Act of 1934, as amended, or any other applicable statute or regulation,
the Company shall appoint a successor Depository with respect to such Global
Note. If a successor Depository for such Global Note is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company will execute, and the Trustee or its agent,
upon receipt of a Company Request for the authentication and delivery of
individual Notes of such series in exchange for such Global Note, will
authenticate and deliver individual Notes of such series of like tenor and terms
in definitive form in an aggregate principal amount equal to the principal
amount of the Global Note in exchange for such Global Note. In addition, the
Company may at any time and in its sole discretion determine that the Notes
represented by such Global Note shall no longer be represented by such Global
Note. In such event the Company will execute, and the Trustee or its agent, upon
receipt of a Company Request for the authentication and delivery of individual
Notes of this series in exchange in whole or in part for such Global Note, will
authenticate and deliver individual Notes of this series of like tenor and terms
in definitive form in an
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aggregate principal amount equal to the principal amount of such Global Note or
in exchange for such Global Note.
14. Unless otherwise defined herein, all terms used in this Note which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.
15. The Indenture and the Notes shall be construed in accordance with
and governed by the laws of the State of New York.
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REGISTRAR, PAYING AGENTS AND TRANSFER AGENT
REGISTRAR AND PAYING AGENT
(subject to change)
The Chase Manhattan Bank
One New York Plaza, 14th Floor
New York, New York 10081
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion hereof specified below) pursuant to its
terms at a price equal to the applicable Repayment Price thereof together with
interest to the Repayment Date, to the undersigned
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the Holder elects to have repaid:
_________________; and specify the denomination or denominations (which shall be
in authorized denominations) of the Notes to be issued to the Holder for the
portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid):
________________________________________________________________________________
________________________________________________________________________________
Date______________________________ Signature______________________________
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entirety
JT TEN--as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT--..............Custodian for...................
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.....................................
(State)
Additional abbreviations may also be used though not in the above list.
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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 TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE:
________________________________________________________________________________
________________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing _____________________________________________________ attorney to
transfer said Security on the books of the Company, with full power of
substitution in the premises.
Date_______________________________ Signature_______________________________
(Signature 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.)
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